The popping noise is gear dogs trying to engage a gear. You did not say that the bike doesn't shift smoothly so I would tend to rule out a bent shift fork. The neutral stopper pin may be worn or the stopper spring or other springs may be broken (see diagram). Another possibility is a broken stationary gear circlip which would let the gear wander a bit on the shaft. most the parts are available at Babbitt's. Go to www.babbittsonline.com/parts/viewbybrand/parts.aspx
Sounds like bent shift fork/s or sticky shift drum.
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