EXHIBIT 10.17
SECURED FINANCING AGREEMENT
THIS AGREEMENT, made and effective this 20th day of February, 2004, by and
between VIPER MOTORCYCLE COMPANY, a Minnesota corporation with principal offices
located at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxx Xxxx, XX 00000 ("Viper"), and Xxxxx
X. Xxxxxxxx III, an individual resident of Texas ("Lender").
WITNESSETH, WHEREAS Viper has since its inception been engaged in the
development of a proprietary line of American-styled premium motorcycles to be
marketed in the popular heavyweight "cruiser" class; and
FURTHER WHEREAS Viper has been developing engine technologies for its
proprietary motorcycles through outside consultants and industry experts; and
NOW THEREFORE, for valuable consideration and upon the mutual promises and
covenants contained in this Agreement, the parties hereto agree as follows:
1. FINANCING FROM LENDER. The secured financing to be provided to
Viper by Lender shall be detailed in a Series B Bridge Financing
note.
2. SECURITY DEFINED. In consideration for this financing from Lender,
Viper shall secure Lender in a first position with the following
collateral:
a. 100 cubic inch, forty-five degree V-Twin prototype engine;
b. CAD detailed designed drawings for the 100 cubic inch,
forty-degree V-Twin engine and all intellectual property
and goodwill related hereto;
c. CAM production machine drawings and instructions on how to
produce the 100 cubic inch, forty-five degree V-Twin engine
with source code electronically stored on a compact disk;
and
d. Vendor listing of component suppliers for the 100 cubic
inch, forty-five degree V-Twin.
3. TERM OF AGREEMENT. This Agreement shall expire upon the completion
of Viper's initial public offering and repayment of bridge notes,
unless extended by written consent of both parties hereto. Upon
termination, within 30 days thereof, Viper shall pay all
outstanding balances owed to Lender for the February 20, 2004
Series B Bridge Notes that was funded (principal proceeds), plus
any accrued interest; and Lender shall then release all Viper
collateral stated in this Secured Financing Agreement from any
encumbrance created by this.
Security Financing Agreement February 20, 2004
4. GENERAL. This agreement shall be binding on the parties hereto and
any successors or assigns. No obligations hereunder shall be
assigned by either party hereto without the express written
consent of the other party.
This agreement shall be construed under the laws of the State of
Minnesota. This agreement is the entire understanding between the
parties hereto regarding the subject mater of this financing
transaction, and supercedes and replaces any prior written or oral
agreements or understandings regarding this transaction. This
agreement can only be amended or modified by written agreement
consented to by all parties hereto.
Agreed this 20th Day of February, 2004 by and between
Xxxxx X. Xxxxxxxx, III Viper Motorcycle Company
Lender
By By /s/ XXXX X. XXXXXXXXXX
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An Individual
Its CEO
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