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”).
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”).
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").
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.
SERIES B CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENTSeries B Convertible Preferred Stock Exchange Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
This Exchange Agreement (this "Agreement") is dated as of May 15, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the "Company"), and the holders of shares of the Company's Series B Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the "Holders").
SERIES C CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENTSeries C Convertible Preferred Stock Exchange Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
This Exchange Agreement (this "Agreement") is dated as of May 15, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the "Company"'), and the holders of shares of the Company's Series C Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the "Holders").
Prepared by. Record and Return to:Mortgage and Security Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation
VOLUSIA OPERATIONS, LLC (the “Mortgagor”) to NORTH SOUND LEGACY INTERNATIONAL, LTD NORTH SOUND LEGACY INSTITUTIONAL FUND LLC VICIS CAPITAL MASTER FUND, L.P. BASSO FUND LTD BASSO MULTI-STRATEGY HOLDING FUND LTD. ROCKMORE INVESTMENT MASTER FUND LTD....Mortgage Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation
This Mortgage Agreement (this “Mortgage”) encumbers certain Florida real property having an estimated value of $3,000,000 as security for indebtedness of the Mortgagor in the principal amount of up to $15,000,000 or such lesser amount as funded in accordance with that certain Note Purchase Agreement, dated of even date herewith executed and delivered outside of Florida. This same indebtedness is also secured by other mortgages, deeds of trust and deeds to secure indebtedness encumbering other properties in other states. The estimated value of all of the property securing the indebtedness, wherever located, is $9,100,000, so that the ratio of the value of the Florida Property encumbered hereby to the value of all the security is 33%.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation • New York
This Note Purchase Agreement, dated as of September 28, 2007 (this “Agreement”), is entered into by and among Dirt Motor Sports, Inc., d/b/a World Racing Group, Inc. a Delaware corporation (the “Company”), and the other signatories hereto (each a “Lender” and collectively, the “Lenders”).
Prepared by, Record and Return To: Andrew Kaplan, Esquire Fox Rothschild, LLPMortgage and Security Agreement • June 17th, 2009 • World Racing Group, Inc. • Services-racing, including track operation
