STOCK ESCROW AGREEMENTStock Escrow Agreement • January 23rd, 2006 • Dirt Motor Sports, Inc. • Blank checks • Texas
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of October 24, 2005, by and among North Sound Legacy International Ltd. (“NS International”), North Sound Legacy Institutional Fund LLC (“NS Institutional”), Paul A. Kruger (“Pledgor”) and Richard F. Dahlson. In addition, upon execution and delivery of Additional Notes (as defined below), the payees of such Additional Notes shall execute a signature page to this Agreement and shall become parties to this Agreement. NS International, NS Institutional and the payees of such Additional Notes who execute a signature page to this Agreement are sometimes collectively referred to herein as “Payees”.
ContractDirt Motor Sports, Inc. • January 23rd, 2006 • Blank checks • New York
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 OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR DIRT MOTOR SPORTS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIRT MOTOR SPORTS, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
