SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May ___, 2006 among DIRT MOTOR SPORTS, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries D Convertible Preferred Stock Purchase Agreement • May 23rd, 2006 • Dirt Motor Sports, Inc. • Blank checks • New York
This SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May ___, 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”).
LOCK-UP AGREEMENTLock-Up Agreement • May 23rd, 2006 • Dirt Motor Sports, Inc. • Blank checks • Oklahoma
This Lock-up Agreement (this “Agreement”), dated as of May ___, 2006 (the “Effective Date”) by and among Dirt Motor Sports, Inc., a Delaware corporation (the “Company”), and Paul A. Kruger (the “Shareholder”).
SERIES B CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENTSeries B Convertible Preferred Stock Exchange Agreement • May 23rd, 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 B Convertible Preferred Stock and Series C Convertible Preferred Stock whose signatures appear on the signature page attached hereto (the “Holders”).
