0001144204-10-005162 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2010 • Viper Resources,Inc. • Drilling oil & gas wells • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of January 28, 2010, by and between Viper Resources, Inc., a corporation organized under the laws of Nevada, USA with its principal executive office at Uptown Center 2100 West Loop South Suite 900 Houston TX 77027 832-476-8941 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Nevada Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • February 3rd, 2010 • Viper Resources,Inc. • Drilling oil & gas wells • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 28, 2010 by and between Viper Resources, Inc., a Nevada corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

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