EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made and entered into as of August 6, 2004 (the "Effective Date"), by and between Boundless Motor Sports Racing, Inc., a Colorado corporation (the "Company"), and Glenn...Consulting Agreement • August 12th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • New York
OFWarrant Agreement • August 4th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • New York
RECITALSStock Purchase Agreement • January 30th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2005, by and among Boundless Motor Sports Racing, Inc., a Colorado corporation (the "Company"), and the purchasers...Registration Rights Agreement • April 5th, 2005 • Boundless Motor Sports Racing Inc • Blank checks • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERSMerger Agreement • August 8th, 2003 • Boundless Motor Sports Racing Inc • Blank checks • Texas
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDERSAsset Purchase Agreement • June 2nd, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
RECITALSAsset Purchase Agreement • January 30th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
RECITALSPromissory Note • January 30th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
ARTICLE I DEFINITIONSSecurity Agreement • May 27th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
RECITALS:Exchange Agreement • April 5th, 2005 • Boundless Motor Sports Racing Inc • Blank checks • New York
EXHIBIT 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR...Warrant Agreement • March 3rd, 2005 • Boundless Motor Sports Racing Inc • Blank checks • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMPANY SHAREHOLDERSMerger Agreement • August 8th, 2003 • Boundless Motor Sports Racing Inc • Blank checks • Texas
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 25, 2005, by and among Boundless Motor Sports Racing, Inc., a Colorado corporation (the "Company"), and the...Registration Rights Agreement • March 2nd, 2005 • Boundless Motor Sports Racing Inc • Blank checks • New York
WITNESSETH:Extension Agreement • May 27th, 2004 • Boundless Motor Sports Racing Inc • Blank checks
WITNESSETH:Contract of Sale • January 30th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
EXHIBIT 10.10 PROMISSORY NOTEPromissory Note • May 27th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
THIS NOTE WAS ISSUED PURSUANT TO A CREDIT AGREEMENT, DATED AS OF THE DATE HEREOF, AS FROM TIME TO TIME AMENDED (THE "CREDIT AGREEMENT"), BETWEEN THE COMPANY (AS DEFINED BELOW) AND PAUL A. KRUGER, A RESIDENT OF THE STATE OF FLORIDA, AND IS ENTITLED TO THE BENEFITS THEREOF. ALL TERMS USED HEREIN UNLESS OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CREDIT AGREEMENT. EACH HOLDER OF THIS NOTE WILL BE DEEMED, BY ITS ACCEPTANCE HEREOF, TO HAVE AGREED TO THE TERMS AND CONDITIONS SET FORTH IN THE CREDIT AGREEMENT.
AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • August 4th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND SHAREHOLDERStock Purchase Agreement • January 30th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • April 5th, 2005 • Boundless Motor Sports Racing Inc • Blank checks • New York
AGREEMENTSeries C Convertible Preferred Stock Purchase Agreement • March 3rd, 2005 • Boundless Motor Sports Racing Inc • Blank checks • New York
EXHIBIT 2.7 AMENDMENT TO AGREEMENTS This Amendment to Agreements (this "Agreement"), dated as of July 30, 2004, is entered into by and among DIRT Motorsports, Inc., a New York corporation ("DIRT"), Glenn Donnelly ("Donnelly"), Boundless Motor Sports...Amendment to Agreements • August 12th, 2004 • Boundless Motor Sports Racing Inc • Blank checks
II. REPRESENTATIONS AND WARRANTIES; FURTHER ASSURANCESPledge Agreement • January 30th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Delaware
RECITALSCredit Agreement • May 27th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2006 • Dirt Motor Sports, Inc. • Services-racing, including track operation • Delaware
This Employment Agreement (“Agreement”) is made and entered into effective as of August 20, 2006 by and between DIRT MotorSports, Inc., a Delaware corporation (“Employer”), and Thomas Deery, an individual residing at 30 Talaquah Blvd, Ormond Beach, FL 32174 (“Employee”).
SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 16, 2006 among DIRT MOTOR SPORTS, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries D Convertible Preferred Stock Purchase Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
This SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 16, 2006 by and among Dirt Motor Sports, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series D Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Prepared by, Record and Return To: Andrew Kaplan, Esquire Fox Rothschild, LLPMortgage and Security Agreement • October 2nd, 2007 • Dirt Motor Sports, Inc. • Services-racing, including track operation
SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May ___, 2006 among DIRT MOTOR SPORTS, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries D Convertible Preferred Stock Purchase Agreement • June 1st, 2006 • Dirt Motor Sports, Inc. • Blank checks • New York
This SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May ___, 2006 by and among Dirt Motor Sports, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series D Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
SUBSIDIARY GUARANTY (this “Guaranty”) dated September 28, 2007 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” (each a “Subsidiary Guarantor”), in favor of the Lenders whose names are set forth on Exhibit A hereto (the “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2006 • Dirt Motor Sports, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May___, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
WHEREAS, the Grantor has issued separate senior secured promissory notes to the Secured Parties (the “Notes”) in the aggregate principal amount of up to $15,000,000 pursuant to a Note Purchase Agreement by and among the Grantor and each of the Secured Parties dated the date hereof (the “Purchase Agreement”); and
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • Oklahoma
This Employment Agreement (the "Agreement") is made and entered into effective as of February 1, 2005, by and between Boundless Motor Sports Racing, Inc., a Colorado corporation ("Employer"), and Brian Carter ("Employee").
STOCK OPTION EXCHANGE AGREEMENTStock Option Exchange Agreement • July 3rd, 2006 • Dirt Motor Sports, Inc. • Services-racing, including track operation
This Exchange Agreement (this “Agreement”) is dated as of June 30, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation, successor to Boundless Motor Sports Racing Inc., a Colorado corporation (the “Company”), and Joe Dickey, the holder of stock options to purchase shares of the Company’s Common Stock (the “Holder”).
SERIES A PREFERRED PURCHASE AGREEMENT Dated as of December 31, 2008 by and among WORLD RACING GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries a Preferred Purchase Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
This SERIES A PREFERRED PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2008 by and among World Racing Group, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A (each a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale of shares of the Company’s 10% Cumulative Perpetual Series A Preferred Stock (the “Series A Preferred Stock”) and shares of the Company’s Series E-1 Convertible Preferred Stock (the “Series E-1 Preferred”) by the Purchasers.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • July 3rd, 2006 • Dirt Motor Sports, Inc. • Services-racing, including track operation • Oklahoma
This Severance Agreement and General Release is entered into by the parties, DIRT Motor Sports, Inc., a Delaware corporation (“the Company”), and Joseph Dickey (“Dickey”). The parties hereby agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 10th, 2004 • Boundless Motor Sports Racing Inc • Blank checks • Pennsylvania
This Asset Purchase Agreement, dated as of November 7, 2004, is by and among Lernerville Speedway, Inc., a corporation organized under the Commonwealth of Pennsylvania (the “Company”), Helen W. Martin (“Martin”), Donny Martin-Roenigk (“DMR”), and Patty Martin-Roenigk (“PMR”), and Boundless Racing, Inc., a Texas corporation (“Purchaser”), and a wholly-owned subsidiary of Boundless Motor Sports Racing, Inc., a Colorado corporation (“Parent”). Martin, DMR and PMR are sometimes collectively referred to herein as the “Martin Group”.
