EXHIBIT 4.11
VIPER MOTORCYCLE COMPANY
AMENDMENT TO
NOTE PURCHASE AGREEMENT
This Amendment to Note Purchase Agreement ("Amendment") is made as of
June 3, 2004 ("Effective Date") by and among [RFJM Partners, LLC/Xxxxx Xxxxxxxx,
III] ("Holder") and Viper Motorcycle Company, a Minnesota corporation
("Company").
BACKGROUND
A. Holder has entered into a Note Purchase Agreement dated [May 26/May27],
2004 ("Note Purchase Agreement") with the Company relating to a
promissory note with the Company as the Maker in the original principal
amount of $300,000.
B. To clarify the number of shares of the Company's common stock owned by
Holder, the Company and Holder desire to amend the Note Purchase
Agreement to provide for the issuance of shares of the Company's common
stock to Holder as of the Effective Date rather than upon a close of a
Financing (defined in the Note Purchase Agreement).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Section 2 of the Note Purchase Agreement is hereby amended in its
entirety as follows:
2. ADDITIONAL STOCK INTEREST. On the Effective Date, the Company shall
issue to Holder, shares of the Company's common stock in an amount
equal to the original principal balance of the Note divided by $4.50
(the "Issuance Price"). In the event the Company closes a Financing
(defined below) prior to the Maturity Date of the Note (defined in the
Note), the Company shall, within 10 days of the close of such
Financing, issue to Holder, shares of the Company's common stock in an
amount equal to the original principal balance of the Note divided by
the Issuance Price, less the number of shares issued to Holder on the
Effective Date. In the event of a Financing involving the sale of the
Company's common stock, and the per share offering price is less than
$4.50, then the Issuance Price shall equal such lesser amount, and the
Company shall issue to Holder shares of the Company's common stock in
an amount equal to the original principal balance of the Note divided
by the adjusted Issuance Price, less the number of shares issued to
Holder on the Effective Date. In the event of a Financing involving a
security other than common stock, then the Issuance Price shall equal
the conversion or exercise price of the security into the Company's
common stock, and the Company shall issue to Holder shares of the
Company's common stock in an amount equal to the original principal
balance of the Note divided by the adjusted Issuance Price, less the
number of shares issued to Holder on the Effective Date. For purposes
hereof, a "Financing" shall mean the sale of securities of the Company
in the gross amount of at least $2,000,000. Shares of common stock
issued to the holder of the Note pursuant to this Section 2 shall
sometimes be referred to as "Additional Securities."
2. Except as specifically amended herein, all terms and conditions of the
Note Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date first above written.
RFJM PARTNERS, LLC: VIPER MOTORCYCLE COMPANY:
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Authorized Officer
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Print Name: Xxxxxxx Xxxxxxxxx Print Name: Xxxx Xxx/Xxxxx Xxxxxxxxx
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Its: Managing Member Its: Vice President/CFO
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HOLDER:
/s/ Xxxxx Xxxxxxxx, III
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Xxxxx Xxxxxxxx, XX
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