PURCHASE AGREEMENT
This Purchase Agreement entered into this 10th day of August, 2002 (the
"Effective Date") by and between Dover Motorsports, Inc. (the "Company") and the
existing stockholder of the Company whose name appears on the signature line
hereto (the "Stockholder").
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Certain Definitions.
Accredited Investor: As defined in Regulation D, Rule 501, the term
accredited investor includes: (a) any natural person whose individual net worth,
or joint net worth with that person's spouse, at the time of his purchase
exceeds $1,000,000; or (b) any natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year.
Aggregate Purchase Price: The total number of Shares multiplied by the
Agreed Price.
Agreed Price: As to a share of the Common Stock means the greater of
(a) the closing price of the Common Stock on the New York Stock Exchange on the
trading day immediately preceding the Effective Date, or (b) the average closing
price of the Common Stock on the New York Stock Exchange for the ten trading
days immediately prior to but not including the Effective Date, in each case
based on the closing prices reported in the Wall Street Journal.
Common Stock: The common stock of the Company, par value $.10 per
share.
Company Indemnified Parties: The Company, its officers, directors,
employees and agents, and each Person, if any, who controls the Company within
the meaning of either the Securities Act or the Exchange Act, and the officers,
directors, employees and agents of the foregoing parties.
Shares: _________ shares of Common Stock.
2. Purchase and Sale. Upon approval of this Agreement by the Board of
Directors of the Company, subject to the terms and conditions set forth herein,
Company agrees to sell and Stockholder agrees to purchase the Shares at the
Agreed Price. Stockholder shall within one (1) business day of such Board of
Director approval either wire funds or deliver to the Company its check, payable
to the order of the Company, in the amount of the Aggregate Purchase Price.
Company shall deliver to Stockholder one or more certificates representing the
Shares upon such payment.
3. Representations and Warranties. Stockholder hereby represents and
warrants to Company as follows:
a. Stockholder is an existing stockholder and an Accredited Investor
and has such knowledge and experience in financial and business matters to
evaluate the merits and risks of this investment. The Company has not made any
representations or warranties relative to its financial condition, business or
prospects upon which Stockholder is relying.
b. Stockholder is purchasing the Shares for his or her own account,
for investment, and
not for distribution, assignment or resale to others, and no other person has
any direct or indirect beneficial interest in such Shares.
c. Stockholder understands that (i) the sale of the Shares has not
been and will not be registered under the Securities Act of 1933, as amended
(the "Securities Act") in reliance on the exemption for nonpublic offerings and
the Shares may not be sold or otherwise disposed of unless they are subsequently
registered under the Securities Act or an exemption from such registration is
available, and (ii) the Company is under no obligation to register the Shares on
his or her behalf or to assist him or her in complying with any exemption from
registration.
d. Stockholder understands that no Federal or State agency has passed
upon the Shares, or made any finding or determination as to the fairness of the
investment or any recommendation or endorsement of the Shares.
e. Stockholder, if a corporation, partnership, trust or other entity,
is organized under the laws of a state of the United States, and is authorized
and otherwise duly qualified to purchase and hold the Shares, and such entity
has its principal place of business at the address set forth on the signature
page hereof.
f. Stockholder, if an individual, is a citizen of the United States
of America, is at least 21 years of age, and has the legal capacity to execute,
deliver and perform this Agreement.
g. Stockholder certifies, under penalties of perjury, (i) that the
social security or Federal taxpayer identification number shown on the signature
page of this Agreement is true and complete and (ii) that the undersigned is not
subject to backup withholding either because the undersigned has not been
notified that he is subject to backup withholding as a result of a failure to
report all interest or dividends or the Internal Revenue Service has notified
the undersigned that he is no longer subject to backup withholding.
4. Indemnification. Stockholder agrees to indemnify and hold harmless the
Company Indemnified Parties from and against any and all damage, loss,
liability, cost and expense (including attorneys' fees) which any of them may
incur by reason of the failure by the undersigned to fulfill any of the terms or
conditions of this Agreement, or by reason of any breach of the representations
and warranties made by the undersigned herein. All representations, warranties
and covenants contained in this Agreement, and the indemnification contained in
this section shall survive the Effective Date.
5. Legend. A legend to the following effect will be placed on any
certificates representing the Shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT
OF 1933 OR AN OPINION OF COUNSEL TO THE CORPORATION THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
6. Entire Agreement; Modification. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof,
and neither this Agreement nor any provisions hereof shall be waived, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.
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7. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, legal representatives
and assigns. If Stockholder is more than one person, the obligations of
Stockholder shall be joint and several and the agreements, representations,
warranties and acknowledgments herein contained shall be deemed to be made by
and be binding upon each such person and his or her respective heirs, executors,
administrators, successors, legal representatives and assigns.
8. Assignability. Stockholder agrees not to transfer or assign this
Agreement, or any of Stockholder's interest herein, and further agrees that any
subsequent transfer or assignment of the Shares shall be made only in accordance
with applicable laws.
9. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
11. Form of Ownership. Please indicate form of ownership desired.
__________ Individual __________ Corporation
__________ Joint tenants with right of survivorship __________ Partnership
__________ Tenants in common __________ Trust
__________ Community property __________ Other (specify)
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first above written.
COMPANY: Dover Motorsports, Inc.
By: _____________________________________
Xxxxx XxXxxxx
President and Chief Executive Officer
STOCKHOLDER:
INDIVIDUAL(S) SIGN HERE
_______________________________________
Signature
_______________________________________
Social Security Number
_______________________________________
Printed Name
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_______________________________________
_______________________________________
Residence Address
ORGANIZATIONS SIGN HERE
_______________________________________
Printed Name of Organization
By: ___________________________________
Signature
_______________________________________
Printed Name and Title
_______________________________________
Federal Taxpayer Identification Number
_______________________________________
_______________________________________
Address of Principal Place of Business
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