REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Viper Powersports Inc • Motorcycles, bicycles & parts • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 28, 2005, by and between VIPER POWERSPORTS INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 22nd, 2005 • Viper Powersports Inc • New Jersey
THIS AGREEMENT dated as of the 25th day of August 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and VIPER POWERSPORTS INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
ESCROW AGREEMENTEscrow Agreement • December 30th, 2005 • Viper Powersports Inc • Motorcycles, bicycles & parts • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 28, 2005 by VIPER POWERSPORTS INC., a Nevada corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts • California
Viper Powersports, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement with you (the “Underwriter”) as follows:
VIPER POWERSPORTS INC. PLACEMENT AGENT AGREEMENTAgent Agreement • December 30th, 2005 • Viper Powersports Inc • Motorcycles, bicycles & parts • Florida
The undersigned, Viper Powersports Inc., a Nevada corporation (the “Company”), hereby agrees with Monitor Capital Inc. (the “Placement Agent”), and Cornell Capital Partners, LP (the “Investor”) as follows:
PLACEMENT AGENT AGREEMENT WITH BATHGATE CAPITAL PARTNERS LLC June 13, 2005Placement Agent Agreement • January 19th, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts • Colorado
The Company proposes to offer and sell to qualified investors shares (“Shares”) of the Company’s common stock on terms as set forth herein. As used in this Agreement, the term “Memorandum” refers to a Private Placement Memorandum dated June 13, 2005.
DATE: PARTIES: Viper Motorcycle Company Here within referred to as Viper 5733 International Parkway New Hope, MN 55428 (“Dealer” (Corporation or entity) (“Dealer Operator”) (“Authorized Retail Location”)Motorcycle Company Dealer Agreement • November 22nd, 2005 • Viper Powersports Inc • Minnesota
Dealer may sell, subject to all the terms and conditions described in this agreement, Viper Motorcycles, together with related parts, accessories and clothing for Viper Motorcycle Company (“Products”). Dealer acknowledges that this Agreement grants no rights regarding any other products manufactured and/or sold by Viper Motorcycle Company.
VTwin Component Production Purchase Order with MCDProduction Component Agreement • January 19th, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts
THIS PRODUCTION Component Agreement (“Agreement”) is made this 7th day of December 2005 by and between Melling Consultancy Design, a sole proprietorship operating under the laws of the United Kingdom, located at Dimension House, 43 Mellor Street, Rochdale, Lancashire, England OL12 6XD (“MCD”), and Viper Motorcycle Company. a corporation formed under the laws of the State of Minnesota, located at 5733 International Parkway, New Hope, MN USA (“Viper”).
PALMLUND SECURED INVENTORY FINANCING AGREEMENTPalmlund Secured Inventory Financing Agreement • January 19th, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts • Minnesota
THIS AGREEMENT, made and effective this 25th day of October, 2005, by and between VIPER MOTORCYCLE COMPANY, a Minnesota corporation with principal offices located at 5733 International Parkway, New Hope, MN 55428 (“Viper”), and David W. Palmlund, III, with principal offices located at 5323 Swiss Avenue, Dallas, Texas 75214 (“Lender”).
V-Twin Component Production Purchase OrderProduction Purchase Order • December 30th, 2005 • Viper Powersports Inc • Motorcycles, bicycles & parts
THIS PRODUCTION Component Agreement (“Agreement”) is made this 7th day of December 2005 by and between Melling Consultancy Design, a sole proprietorship operating under (be laws of the United Kingdom, located at Dimension House, 43 Mellor Street, Rochdale, Lancashire, England OL12 6XD (“MCD”), and Viper Motorcycle Company, a corporation formed under the laws of the State of Minnesota, located at 5733 International Parkway, New Hope, MN 55428 USA (“Viper”).
LOGO] US EURO Consulting, Inc.Viper Powersports Inc • March 31st, 2006 • Motorcycles, bicycles & parts • Delaware
This Agreement sets forth our mutual understanding regarding the establishment of an exclusive Financial Services Consulting relationship between Viper Powersports, Inc. (the “Company”) and US EURO Consulting, Inc., a Delaware corporation (“US EURO Consulting” or “Consultant”). The Company desires to promote its business model to the investment community and to build the value of the Company for the benefit of its respective Shareholders. The Consultant is involved in corporate finance, corporate strategy and planning, and Company recognizes the substantial experience and knowledge of the Consultant in matters relating to corporate structure and capital resources; Company further recognizes that it is in the best interest of the Company to engage the services of the Consultant; Company desires to retain the valuable services and counsel of the Consultant, and the Consultant desires to render such services to the Company upon the terms set forth in this Agreement:
STOCK PURCHASE AGREEMENT BETWEEN VIPER POWERSPORTS INC. AND MELLING SPORTSCARS, INC. AND THE SHAREHOLDERS OF MELLING SPORTSCARS, INC. DATED AS OF AUGUST 3, 2007Stock Purchase Agreement • August 9th, 2007 • Viper Powersports Inc • Motorcycles, bicycles & parts • Minnesota
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) being made and entered into as of the 3rd day of August, 2007, by and between Melling Sportscars, Inc., a corporation organized under the laws of the State of Minnesota (“Melling”), Melling Racing Ltd., a company organized under the laws of the United Kingdom (“Melling Subsidiary”), the undersigned shareholders of Melling (“Shareholders”) and Viper Powersports Inc., a corporation organized under the laws of Nevada (“Buyer”).
LEASE AGREEMENTLease Agreement • March 31st, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts • Minnesota
This Lease Agreement (the “Lease”) is made and entered into this 3rd day of February, 2006, by and between Big Lake Partners LLC (the “Lessor”), and Viper Powersports Inc. (the “Tenant”).
NESBITT EMPLOYMENT AGREEMENTNesbitt Employment Agreement • January 19th, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts • Minnesota
Agreement made this 1st day of January 2004 by and between Viper Motorcycle Company with principal offices located at 5733 International Parkway, New Hope, Minnesota 55428 USA, (the “company”) and Terry L. Nesbitt, an individual residing in Texas (the “employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 22nd, 2005 • Viper Powersports Inc • Nevada
THIS AGREEMENT, made and entered into effective this 27 day of March, 2005, by and between VIPER POWERSPORTS INC., a Nevada corporation (“Powersports”) and THOR PERFORMANCE INC., a Minnesota corporation (“Thor”).
VIPER MOTORCYCLE COMPANY AMENDMENT TO SECURED INVENTORY FINANCING AGREEMENTViper Powersports Inc • March 31st, 2006 • Motorcycles, bicycles & parts
The parties hereto entered into a Secured Inventory Financing Agreement, dated October 25, 2005 with Viper Motorcycle Company as the Maker and the undersigned Note holder, David W. Palmlund, III, in the original principal amount of $800,000.00.
RACING PARTNERS MANAGEMENT INC. CONSULTING AGREEMENTConsulting Agreement • January 19th, 2006 • Viper Powersports Inc • Motorcycles, bicycles & parts • Minnesota
Agreement made this 15th of March 2004 by and between Viper Motorcycle Company with principal offices located at 5733 International Parkway, New Hope, Minnesota 55428 USA, (the “Company”) and Racing Partners Management, Inc. located at 5507 Malibu Drive, Edina, Minnesota 55331 USA, (the “Consultant”).
AGREEMENT AND PLAN OF BUSINESS COMBINATIONAgreement and Plan of Business Combination • November 22nd, 2005 • Viper Powersports Inc • Nevada
THIS AGREEMENT, made and entered into effective this 11 day of March, 2005, by and between VIPER POWERSPORTS INC., a Nevada corporation (“Powersports”) and VIPER MOTORCYCLE COMPANY, a Minnesota corporation (“Viper”).
VENDOR AGREEMENTVendor Agreement • November 22nd, 2005 • Viper Powersports Inc
This Vendor Agreement (“Agreement”) is made as of May 29, 2003 between GE Commercial Distribution Finance Corporation (“CDF”), having a principal place of business at 655 Maryvilla Centre Drive. St. Louis, Missouri 63141, and Viper Motorcycle Company (“Vendor”), having a principal place of business located at 5733 International Parkway, New Hope, MN 55428.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 27th, 2012 • Viper Powersports Inc • Motorcycles, bicycles & parts • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”), entered into as of April 24, 2012, between VIPER MOTORCYCLE COMPANY, a Minnesota corporation with its chief executive offices located at 2458 West Tech Lane, Auburn, Alabama 36832 (the “Borrower”), and PRECIOUS CAPITAL LLC, a Delaware limited liability company (together with any successors or assigns, herein the “Lender”), with an address of 152 West 57th Street, 54th Floor, New York, New York 10019.
PURCHASE AGREEMENT RELATING TO 218 Chelsea Road Monticello, MN Dated as of December 15, 2005Purchase Agreement • December 30th, 2005 • Viper Powersports Inc • Motorcycles, bicycles & parts
