Series C Convertible Preferred Stock Exchange Agreement Sample Contracts

SERIES C CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT
Series C Convertible Preferred Stock Exchange Agreement • June 1st, 2006 • Dirt Motor Sports, Inc. • Blank checks • New York

This Exchange Agreement (this “Agreement”) is dated as of April , 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 and Series C Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the “Holders”).

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