0000950134-06-010899 Sample Contracts

SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May ___, 2006 among DIRT MOTOR SPORTS, INC. and THE PURCHASERS LISTED ON EXHIBIT A

Series D Convertible Preferred Stock Purchase Agreement • June 1st, 2006 • Dirt Motor Sports, Inc. • Blank checks • New York

• Contract Type
  Series D Convertible Preferred Stock Purchase Agreement
• Filed
  June 1st, 2006
• Company
  Dirt Motor Sports, Inc.
• Industry
  Blank checks
• Jurisdiction
  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”).

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

• Contract Type
  Series C Convertible Preferred Stock Exchange Agreement
• Filed
  June 1st, 2006
• Company
  Dirt Motor Sports, Inc.
• Industry
  Blank checks
• Jurisdiction
  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”).