Exhibit 10.6 to Viper Powersports, Inc. Form SB-2 dated December 29, 2005








Exhibit 10.6 


REGISTRATION RIGHTS AGREEMENT  



        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”). 



        WHEREAS:  



        A.       In
connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the
“Standby Equity Distribution Agreement”), the Company has agreed, upon the terms and subject to the conditions of
the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), which can be purchased pursuant to the terms of the
Standby Equity Distribution Agreement for an aggregate purchase price of up to Fifteen Million Dollars ($15,000,000).
Capitalized terms not defined herein shall have the meaning ascribed to them in the Standby Equity Distribution Agreement.




        B.       To
induce the Investor to execute and deliver the Standby Equity Distribution Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “Securities Act”), and applicable state securities laws. 



        NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows: 



        23.    DEFINITIONS.  



        As used in this Agreement,
the following terms shall have the following meanings: 



                 a.    “Person” means
a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency. 



                 b.    “Register,” “registered,” and
“registration” refer to a registration effected by preparing and filing one or more Registration Statements (as
defined below) in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule
providing for offering securities on a continuous or delayed basis (“Rule 415”), and the declaration or ordering
of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the
“SEC”). 



                 c.    “Registrable
Securities” means the Investor’s Shares and the Warrant Shares, as defined in the Standby Equity Distribution
Agreement and shares of Common Stock issuable to Investors pursuant to the Standby Equity Distribution Agreement. 




















                 d.    “Registration
Statement” means a registration statement under the Securities Act which covers the Registrable Securities. 



        24.    REGISTRATION.  



                 a.    Mandatory
Registration.   The Company shall prepare and file with the SEC a Registration Statement on Form S-1, SB-2 or
on such other form as is available. The Company shall cause such Registration Statement to be declared effective by the SEC prior
to the first sale to the Investor of the Company’s Common Stock pursuant to the Standby Equity Distribution Agreement. The
Company shall cause the Registration Statement to remain effective until the full completion of the Commitment Period (as such
term is defined in the Standby Equity Distribution Agreement). 



                 b.    Sufficient
Number of Shares Registered.   In the event the number of shares available under a Registration Statement filed
pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities pursuant to the Standby Equity Distribution
Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available
therefore, if applicable), or both, so as to cover all of such Registrable Securities pursuant to the Standby Equity Distribution
Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The
Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a
Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the
number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale
under such Registration Statement. 



        25.    RELATED OBLIGATIONS.  



                 a.    The
Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the completion of the Commitment
Period (as such term is defined in the Standby Equity Distribution Agreement (the “Registration Period”), which
Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading. 



                 b.    The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a
Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at
all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of
such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement
which are 

















required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company’s filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated
such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC
on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the
Registration Statement. 



                 c.    The
Company shall furnish to the Investor without charge, (i) at least one copy of such Registration Statement as declared effective
by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by
reference, all exhibits and each preliminary prospectus, (ii) ten (10) copies of the final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably
request) and (iii) such other documents as such Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Investor. 



                 d.    The
Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably
requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a
condition thereto to (w) make any change to its certificate of incorporation or by-laws, (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly
notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. 



                 e.    As
promptly as practicable after becoming aware of such event or development, the Company shall notify the Investor in writing of the
happening of any event as a result of which the prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such
notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor. The
Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment 

















has become effective (notification of such effectiveness shall be delivered
to the Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate. 



                 f.    The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or
suspension at the earliest possible moment and to notify the Investor of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any proceeding for such purpose. 



                 g.    At
the reasonable request of the Investor, the Company shall furnish to the Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as the Investor may reasonably request (i) a letter, dated
such date, from the Company’s independent certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated as of such
date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the Investor. 



                 h.    The
Company shall make available for inspection by (i) the Investor and (ii) one firm of accountants or other agents retained by the
Investor (collectively, the “Inspectors”) all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by
each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may
reasonably request; provided, however, that each Inspector shall agree, and the Investor hereby agrees, to hold in strict
confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company
determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a
court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to
the public other than by disclosure in violation of this or any other agreement of which the Inspector and the Investor has
knowledge. The Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at
its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential. 



                 i.    The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of 















such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally
available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it
shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the
Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such
information. 



                 j.    The
Company shall use its best efforts either to cause all the Registrable Securities covered by a Registration Statement (i) to be
listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any,
if the listing of such Registrable Securities is then permitted under the rules of such exchange or to secure the inclusion for
quotation on the National Association of Securities Dealers, Inc. OTC Bulletin Board for such Registrable Securities. The Company
shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(j). 



                 k.    The
Company shall cooperate with the Investor to the extent applicable, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably
request and registered in such names as the Investor may request. 



                 l.    The
Company shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities. 



                 m.    The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the
close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities
Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the
effective date of the Registration Statement. 



                 n.    The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any
registration hereunder. 



                 o.    Within
two (2) business days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in
the form attached hereto as Exhibit A. 



                 p.    The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to a Registration Statement. 
















        26.    OBLIGATIONS OF THE INVESTOR.  



        The Investor agrees that,
upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a
transferee of the Investor in accordance with the terms of the Standby Equity Distribution Agreement in connection with any sale
of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of
3(e) and for which the Investor has not yet settled. 



        27.    EXPENSES OF REGISTRATION.  



        All expenses incurred in
connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers, legal and accounting fees shall be paid by the Company. 



        28.    INDEMNIFICATION.  



        With respect to Registrable
Securities which are included in a Registration Statement under this Agreement: 



                 a.    To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other
“blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or
the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the
circumstances under which the statements 















therein were made, not misleading; or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state
securities law, or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The
Company shall reimburse the Investor and each such controlling person promptly as such expenses are incurred and are due and
payable, for any legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in
this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for
use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (y)
shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(e);
and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person.  



                 b.    In
connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in
the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is
based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in
conformity with written information furnished to the Company by the Investor expressly for use in connection with such
Registration Statement; and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in
this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not
be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected and such new
prospectus was delivered to the Investor prior to the Investor’s use of the prospectus to which the Claim relates.















                 c.    Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to
be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to
all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action. 



                 d.    The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred. 



                 e.    The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law. 














        29.    CONTRIBUTION.  



        To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 



        30.    REPORTS UNDER THE EXCHANGE ACT.  



        With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”) the Company agrees to: 



                 a.    make
and keep public information available, as those terms are understood and defined in Rule 144; 



                 b.    file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the
Company’s obligations under Section 6.3 of the Standby Equity Distribution Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144; and 



                 c.    furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without
registration. 



        31.    AMENDMENT OF REGISTRATION RIGHTS.  



        Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or
prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance
with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is
offered to all of the parties to this Agreement. 
















        32.    MISCELLANEOUS.  



                 a.    A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities. 



                 b.    Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: 




	If to the Company, to: 	  	Viper Powersports Inc.

1500 Rand Tower

Minneapolis, MN 55402

Attention:  John Lai, President



Telephone:  (612) 333-1313

Facsimile:  (763) 732-0781





	With a copy to: 	  	Robert O. Knutson, Esq.

9372 Creekwood Drive

Eden Prairie, MN 55347

Telephone:  (952) 941-0908

Facsimile:  (952) 941-2744

1500 Rand Tower 





	If to the Investor, to:	  	Cornell Capital Partners, LP

101 Hudson Street – Suite 3700

Jersey City, New Jersey 07302

Attention:  Mark Angelo, Portfolio Manager



Telephone:  (201) 985-8300

Facsimile:  (201) 985-8266 


















	With a copy to: 	  	Cornell Capital Partners, LP

101 Hudson Street – Suite 3700

Jersey City, NJ 07302

Attention:  David Gonzalez, Esq.

Telephone:  (201) 985-8300

Facsimile:  (201) 985-8266 






Any party may change its address by providing written notice to the other
parties hereto at least five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively. 



                 c.              Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. 



                 d.              The
corporate laws of the State of New Jersey shall govern all issues concerning the relative rights of the Company and the Investor.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New Jersey. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Superior Courts
of the State of New Jersey, sitting in Hudson County, New Jersey and the Federal District Court for the District of New Jersey
sitting in Newark, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
















                 e.              This
Agreement, the Standby Equity Distribution Agreement, the Escrow Agreement, and the Placement Agent Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Standby
Equity Distribution Agreement, the Escrow Agreement, and the Placement Agent Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter hereof and thereof. 



                 f.              This
Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.




                 g.              The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.




                 h.              This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. 



                 i.              Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 



                 j.              The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party. 



                 k.              This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person. 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

























        IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written. 


	 	COMPANY:
VIPER POWERSPORTS INC.  
	 
	    	By:    	/s/   John Lai 

	 	Name:    	John Lai 
	 	Title:      	President 
	 
	 
	 	INVESTOR:
CORNELL CAPITAL PARTNERS, LP 
	 
	    	By:     	Yorkville Advisors, LLC  
	    	Its:     	General Partner  
	 
	    	By:    	/s/   Mark Angelo 

	 	Name:    	Mark Angelo 
	 	Title:      	Portfolio Manager 
	 
































EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT 



Attention: 



	  	Re:  	  	VIPER POWERSPORTS INC. 






Ladies and Gentlemen: 



        We are counsel to Viper
Powersports Inc. (the “Company”), and have represented the Company in connection with that certain Standby Equity
Distribution Agreement (the “Standby Equity Distribution Agreement”) entered into by and between the Company
and Cornell Capital Partners, LP (the “Investor”) pursuant to which the Company issued to the Investor shares of
its Common Stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Standby Equity Distribution
Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a
Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as
a selling stockholder thereunder. 



        In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on
[ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of
a member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or threatened by,
the SEC and the Registrable Securities are available for resale under the Securities Act
pursuant to the Registration Statement. 


	 	Very truly yours,  
	 
	 
	 
	    	By:    	    








	cc:  	Cornell Capital Partners, LP