NASCAR Holdings, Inc. Daytona Beach, FL 32114 Re: Rollover Letter Agreement Ladies and Gentlemen:Rollover Letter Agreement • July 5th, 2019 • International Speedway Corp • Services-racing, including track operation • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of 22, 2019 (the “Merger Agreement”), by and among NASCAR Holdings, Inc., a Florida corporation (“Parent”), Nova Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and International Speedway Corporation, a Florida corporation (the “Company”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
STOCK TRANSFER AGREEMENT (WCF)Stock Transfer Agreement • July 5th, 2019 • International Speedway Corp • Services-racing, including track operation • Delaware
This STOCK TRANSFER AGREEMENT (WCF), dated as of May 17, 2019 (this “Agreement”), is by and among WCF Family I, Inc., a Delaware corporation (the “Company”), NASCAR Holdings, Inc., a Florida corporation (“NASCAR”), Lesa D. Kennedy (“LDK”), Brian Z. France (“BZF”), LDK and BZF, as co-personal representatives of the Estate of Betty Jane France (solely in their capacities as such, “BJF Personal Representatives”), and France Enterprises, Inc., a Delaware corporation (“New Holdco”). The Company, NASCAR, LDK, BZF, the BJF Personal Representatives and New Holdco are collectively referred to herein as the “Parties,” and each a “Party.”
STOCK TRANSFER AGREEMENT (ARB)Stock Transfer Agreement • July 5th, 2019 • International Speedway Corp • Services-racing, including track operation • Delaware
This STOCK TRANSFER AGREEMENT (ARB), dated as of May 17, 2019 (this “Agreement”), is by and among Automotive Research Bureau Inc., a Florida corporation (the “Company”), NASCAR Holdings, Inc., a Florida corporation (“NASCAR”), Random Burnett, Harold Goodemote, and Raymond Mason, as co-trustees of the WCF Family Trust (as defined herein) (solely in their capacities as such, the “WCF Family Trustees”), Brian Z. France (“BZF”), Paul B. Brooks, as Trustee and Independent Trustee of the BZF Trust (as defined herein), and Paul B. Brooks, R. Todd Wilson and Deborah D. Lester, as Independent Trustees of the BZF Trust (collectively, and solely in their capacity as such Trustees of the BZF Trust, the “BZF Trustee”), Lesa D. Kennedy (“LDK”), James C. France (“JCF”), and France Enterprises, Inc., a Delaware corporation (“New Holdco”). The Company, NASCAR, the WCF Family Trustees, BZF, the BZF Trustee, LDK, JCF and New Holdco are collectively referred to herein as the “Parties,” and each a “Party.”
