Company Records from Membership Interests Purchase Agreement
This Membership Interests Purchase Agreement (the Agreement), dated as of November 30, 2004, is by and among United Midwestern Promoters Motorsports, LLC, an Ohio limited liability company (the Company), and National Speedways of Iowa, Inc., an Iowa Corporation, Track Enterprises, Inc., an Illinois Company, Ken Schrader Racing, Inc., a North Carolina Corporation, and Lebanon Valley Auto Racing Corp. a New York Corporation, the holders of all of the outstanding membership interests in the Company (each, a Member, and collectively, the Members), and Boundless Motor Sports Racing, Inc., a Colorado corporation (Purchaser).
Company Records. The copies of the Articles of Organization and Operating Agreement, and in each case, all amendments thereto, of the Company that have been delivered to Purchaser are true, correct and complete copies thereof, as in effect on the date hereof. The Company has delivered to Purchaser accurate consents to all actions taken without meetings by the Managers, the Advisory Board and the members of the Company since the formation of the Company. The Company has never had any actual meetings by the Managers, the Advisory Board or the members of the Company. The Company has no Managers, and the Advisory Board is authorized to act on behalf of the Company.