Exhibit 10.2

SANCTION
                                         AGREEMENTNASCAR CUP SERIESEVENT DATES: June 20, 2021 2022 – 2024, see Section 5PROMOTER:
                                         Nashville Speedway, USA, Inc. A Tennessee CorporationFACILITY: Nashville Superspeedway





     


     


    

 

SANCTION
                                         AGREEMENTThis Sanction Agreement ("Agreement") between NASCAR Event Management, LLC (“NEM”),
                                         a corporation with its principal offices located in Daytona Beach, Florida, and PROMOTER
                                         (identified on Exhibit 1 to this Agreement), is entered into and is effective upon full
                                         execution by the parties below (“Effective Date”).RECITALSWHEREAS NEM has
                                         been authorized by the National Association for Stock Car Auto Racing, Inc. (hereinafter
                                         “NASCAR”) to grant certain NASCAR-owned and/or NASCAR-controlled rights that
                                         are specified in this Agreement to PROMOTER; andWHEREAS, NEM sanctions and conducts,
                                         among other things, stock car racing competition throughout the world; andWHEREAS, PROMOTER
                                         owns and/or controls the Facility (as hereinafter defined); andWHEREAS, PROMOTER wishes
                                         to have NEM grant a sanction and conduct stock car racing competition as part of the
                                         2021, 2022, 2023 and 2024 NASCAR Cup Series, at the Facility; andWHEREAS, NEM is willing
                                         to grant a sanction and to conduct such events for the 2021, 2022, 2023 and 2024 seasons
                                         in accordance with the terms of this Agreement;WHEREAS, PROMOTER and NEM are desirous
                                         of continuing to enhance and elevate the stature of the Series, as well as the individual
                                         events that are a part of the Series. Among other things, this includes how the Series
                                         is presented at each event, how events are perceived by fans and stakeholders, and how
                                         events individually and collectively measure up against comparable world-class sports
                                         events. NEM recognizes that each racetrack and event may have its own unique identity,
                                         traditions and local considerations. In addition, there are expectations from fans, partners,
                                         participants, and industry stakeholders that each event will also have appropriate elements
                                         of commonality, continuity and consistency representative of the Series as a whole.NOW,
                                         THEREFORE, NEM and PROMOTER, in consideration of the mutual promises set forth below,
                                         and intending to be legally bound, agree as follows:AGREEMENT1. Definitions. In addition
                                         to the definitions of words that may appear in other locations in this Agreement, including
                                         the Recitals above, the following words have the following meanings when used in this
                                         Agreement:a) "Additional Awards" means any monetary or non-monetary award by, or contracted
                                         through, PROMOTER, for distribution based upon each Event, other than (i) purse, (ii)
                                         point fund, and (iii) any applicable Plan awards.b) "Ancillary Rights" means (i) any
                                         and all rights to film, tape, photograph, capture, overhear, collect or record, and to
                                         simultaneously or thereafter reproduce, broadcast, transmit or distribute, by any means,
                                         process, medium or device, whether or not currently in existence, all images, sounds
                                         and electronic data generated during and in connection with the Events, and (ii) any
                                         and all copyrights and all other intellectual property and proprietary rights worldwide
                                         in and to such images, sounds and electronic data, any recording, broadcast or transmission
                                         thereof, and any work derived therefrom, provided, however, that "Ancillary Rights" does
                                         not include "Live Transmission Rights" or rights in or to NASCAR Intellectual Property,
                                         PROMOTER intellectual property, or third party marks. Ancillary Rights consist of “Primary
                                         Ancillary Rights” and “Secondary Ancillary Rights” as defined herein.
                                         NEM shall make all final determinations as to whether rights are designated as Primary
                                         or Secondary Ancillary Rights, including but notPage 2 of 28





     


     


    

 

limited
                                         to the rights created by new media and/or technologies. All such final determinations
                                         shall be made by NEM in good faith.c) “Ancillary Rights Net Income before Industry
                                         Expenses and after Income Tax Provision” means the aggregate of the Primary Ancillary
                                         Rights Net Income before Industry Expenses and after Income Tax Provision and the Secondary
                                         Ancillary Rights Net Income before Industry Expenses and after Income Tax Provision.d)
                                         “Calendar” means the calendar of events for the Series in a given calendar
                                         year, as it may be adjusted by NEM per this Agreement.e) "Competition" means that portion
                                         of an Event during which the actual NASCAR Cup Series racing competition and all competitive
                                         activity related thereto occurs, including, but not limited to, the operational aspects
                                         of pre-race ceremonies, and race hauler parking, registration, inspections, time trials,
                                         practice runs, pre-race meetings, the race(s), victory lane, post-race inspections, either
                                         on the date(s) specified in Exhibit 1 hereto or on any postponed dates.f) "Competitor"
                                         has the same meaning as that term has in the Rule Book.g) "Event" means each Competition
                                         listed on Exhibit 1 to this Agreement and all other activity at the Facility during the
                                         period of time commencing 48 hours prior to the beginning of registration for the Competition
                                         and ending 24 hours after such Competition.h) "Event Transmission Income" means the amount
                                         attributable to the NASCAR Cup Series calculated by multiplying the percentage listed
                                         in Exhibit 1 of this Agreement by all Live Transmission Income received by NEM or the
                                         NASCAR Rights Affiliate(s) pursuant to Live Transmission Contract(s) during the calendar
                                         year in which an Event is held.i) "Event Primary Ancillary Rights Net Income" means the
                                         amount attributable to the NASCAR Cup Series calculated by multiplying the percentage
                                         set forth in Exhibit 1 of this Agreement by Primary Ancillary Rights Net Income before
                                         Industry Expenses and after Income Tax Provision earned during the calendar year in which
                                         an Event is held.j) “Event Secondary Ancillary Rights Net Income” means the
                                         amount attributable to the NASCAR Cup Series calculated by multiplying the percentage
                                         set forth in Exhibit 1 of this Agreement by Secondary Ancillary Rights Net Income before
                                         Industry Expenses and after Income Tax Provision earned during the calendar year in which
                                         an Event is held.k) "Facility" means the racetrack listed on Exhibit 1 to this Agreement,
                                         the premises upon which the racetrack is located and surrounding the racetrack, all buildings
                                         and other structures thereon, and all airspace above the racetrack and surrounding premises,
                                         to the extent owned or controlled by PROMOTER.l) “Fiber Optic Connectivity”
                                         means the existing permanently installed fiber optic cabling that will be used to connect
                                         critical services required by NASCAR Rights Affiliates, NEM and media. NEM and NASCAR
                                         Rights Affiliates will provide PROMOTER with a detailed specification as to the kind
                                         and quality of fiber optic cable and connectors to be provided and detailed location
                                         points for access. In the event that an upgrade to the Fiber Optic Connectivity is requested
                                         by NEM, then NEM agrees to discuss with PROMOTER the purpose and need for such upgrade,
                                         and a plan of implementation prior to providing PROMOTER a timeline.m) "Live Transmission"
                                         means the live transmission, distribution or exhibition of the performance of a NASCAR
                                         Cup Series event, and any replay(s) thereof, by any means, process, medium, distribution
                                         platform, method or device, whether now known or hereafter developed, including, without
                                         limitation, by broadcast television signal, cable television signal, Direct BroadcastPage
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Satellite,
                                         the Internet, and/or could be offered to consumers on a Pay Per View or subscription
                                         basis etc. within the United States, its territories, possessions and commonwealths,
                                         plus Bermuda.n) "Live Transmission Rights" means any and all rights to engage in a Live
                                         Transmission and directly related activity (for example, delayed transmissions, single
                                         re-transmissions, and support shoulder programming.) For clarity, and without limiting
                                         the foregoing, Live Transmission Rights include the right to offer the Live Transmission
                                         Rights of an Event to mobile devices, tablets, computers, connected TVs, virtual reality
                                         viewing devices, hologram viewing devices, etc. For further clarity, without limiting
                                         the foregoing, the Live Transmission Rights of an Event could be included as part of
                                         what is commonly known as a “TV Everywhere offering,” and/or could be offered
                                         directly to consumers or delivered as part of any other type of offering now known or
                                         hereafter developed.o) "Live Transmission Contract" means any contract, agreement or
                                         other enforceable obligation, whether oral or written, entered into between NEM or a
                                         NASCAR Rights Affiliate and any other entity or entities, for the license, assignment
                                         or other transfer of any Live Transmission Rights. By way of illustration only, as of
                                         the Effective Date, NBC Universal Media LLC and Fox Broadcasting Company/Fox Cable Networks,
                                         Inc. are both parties to Live Transmission Contracts.p) "Live Transmission Income" means
                                         all monies actually received by NEM or a NASCAR Rights Affiliate pursuant to a Live Transmission
                                         Contract and attributed by NEM or a NASCAR Rights Affiliate to the Live Transmission
                                         of NASCAR Cup Series events during the calendar year in which an Event is held.q) “NEM”
                                         means NASCAR Event Management, LLC which has been authorized by the National Association
                                         for Stock Car Auto Racing, Inc. (“NASCAR”) to grant certain NASCAR-owned
                                         and/or NASCAR-controlled rights to PROMOTER and perform certain obligations that are
                                         specified in this Agreement.r) "NASCAR Intellectual Property" means all trademarks, service
                                         marks, trade names, patents, copyrights, domain names, trade dress and the like owned
                                         by NASCAR, excluding Live Transmission Rights and Ancillary Rights and any work derived
                                         therefrom.s) "NASCAR Rights Affiliate" means any corporation, partnership or other legal
                                         entity that is (1) an affiliate or an assignee of NASCAR or controlled, directly or indirectly
                                         by NASCAR, and (2) engaged in the business of exploiting Live Transmission Rights or
                                         Ancillary Rights for purposes of generating Live Transmission Income and Ancillary Rights
                                         Net Income before Industry Expenses and after Income Tax Provision and performing all
                                         necessary activities incident thereto. NEM may arrange for, coordinate, supervise, determine,
                                         and/or control certain Event- related activity related to the immediately preceding,
                                         and/or act in other capacities relative to the Live Transmission Rights or Ancillary
                                         Rights as specified elsewhere in this Agreement, but NEM is not a NASCAR Rights Affiliate.t)
                                         "Official" means "Officials" and "Supervisory Officials" as those terms are defined in
                                         the Rule Book.u) “Primary Ancillary Rights” means any Ancillary Rights that
                                         are primarily or exclusively exploited directly in connection with the following Primary
                                         Ancillary Rights businesses:i) Production services offered in connection with the live
                                         performance of an Event including without limitation:1. Operation and provision of broadcast
                                         compound services at the FacilityPage 4 of 28





     


     


    

 

2.
                                         Capture and collection of audio-visual footage and other content3. Production of Event
                                         related programming for Live Transmission Contract partners and othersii) Indirect and/or
                                         offsite production services (e.g., Race Hub program, studio leasing)iii) Production of
                                         non-national series and other eventsiv) Other programming production services (e.g.,
                                         Nickelodeon, documentaries, etc.)v) Production, distribution, sale or license of feeds
                                         of, or rights to, the Events for Live Transmission outside of the United States, its
                                         territories, possessions and commonwealths, plus Bermudavi) Maintenance of audio-visual
                                         footage and photographs generated during Events including, without limitation, licensing
                                         to Live Transmission Contract partners and othersvii) Licensing of audio content for
                                         satellite radio transmission;viii) Non-production services or activities provided by
                                         a NASCAR Rights Affiliate(s) for third- party entertainment projects.Notwithstanding
                                         that Primary Ancillary Rights may include elements of or derived directly or indirectly
                                         from the Live Transmission of an Event, “Primary Ancillary Rights” does not
                                         include “Live Transmission Rights,” or “Secondary Ancillary Rights”
                                         or rights in or to NASCAR Intellectual Property or third party marks.v) “Primary
                                         Ancillary Rights Net Income before Industry Expenses and after Income Tax Provision”
                                         means the aggregate gross revenue earned by all NASCAR Rights Affiliates, during the
                                         calendar year in which an Event is held as a result of the exploitation of Primary Ancillary
                                         Rights, reduced by the aggregate of all reasonable deductions of all NASCAR Rights Affiliates
                                         related to Primary Ancillary Rights, including but not limited to ordinary business expenses,
                                         amortization, depreciation and federal, foreign and state income withholding and property
                                         taxes; provided however, that in no event shall Primary Ancillary Rights Net Income before
                                         Industry Expenses and after Income Tax Provision include Live Transmission Income or
                                         income, revenue or any other consideration received or generated by NASCAR or NEM for
                                         the license of, assignment of, or other transfer or rights in or to, any NASCAR Intellectual
                                         Property, including without limitation transfers in connection with the sale, advertising
                                         or promotion by NEM, NASCAR or any third party of products or services of any nature.w)
                                         “Entitlement Sponsor” means any and all Event entitlement sponsors or entities,
                                         any and all Event presenting sponsors or entities, and any and all names or designations
                                         created by PROMOTER or a sponsor of PROMOTER which designate the official Event title,
                                         whether pre- existing at the time of the execution of this Agreement or proposed thereafter,
                                         relative to the NEM-sanctioned Competition(s) that are part of an Event.x) "Rule Book"
                                         means the Rule Book published by NASCAR for NASCAR Cup Series events that is in effect
                                         at the time of an Event, and any amendments thereto and other special rules published
                                         by NEM, subject to NASCAR’s approval, specifically for an Event.y) “Secondary
                                         Ancillary Rights” means any Ancillary Rights other than those primarily or exclusively
                                         exploited as Primary Ancillary Rights that are exploited directly in connection with
                                         the following, Secondary Ancillary Rights businesses including without limitation:Page
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i)
                                         NASCAR.com and all NASCAR owned and/or operated digital offerings via any platform now
                                         known or hereafter developed;ii) Licensing and otherwise exploiting highlight footage
                                         and other audio-visual content on third party digital platforms;iii) Except as stipulated
                                         in Radio Rights Addendum to this Agreement, if applicable, and with the exception of
                                         satellite radio, the license of audio content to third parties;iv) The license of Ancillary
                                         Rights as part of fantasy games and similar content offered on NASCAR platforms and/or
                                         third party platformsNotwithstanding that Secondary Ancillary Rights may include elements
                                         of, or be derived directly or indirectly from, the Live Transmission of an Event, Secondary
                                         Ancillary Rights does not include Live Transmission Rights, Primary Ancillary Rights
                                         or rights in or to NASCAR Intellectual Property or third party marks.z) “Secondary
                                         Ancillary Rights Net Income before Industry Expenses and after Income Tax Provision”
                                         means the aggregate gross revenue earned by all NASCAR Rights Affiliates, during the
                                         calendar year in which an Event is held, as a result of the exploitation of Secondary
                                         Ancillary Rights, reduced by the aggregate of all reasonable deductions of all NASCAR
                                         Ancillary Rights Affiliates related to Secondary Ancillary Rights, including but not
                                         limited to ordinary business expenses, amortization, depreciation and federal, foreign
                                         and state income withholding and property taxes; provided, however, that in no event
                                         shall Secondary Ancillary Rights Net Income before Industry Expenses and after Income
                                         Tax Provision include Live Transmission Income or income, revenue or any other consideration
                                         received or generated by NASCAR or NEM for the license of, assignment of, or other transfer
                                         or rights in or to, any NASCAR Intellectual Property, including without limitation transfers
                                         in connection with the sale, advertising or promotion by NEM, NASCAR or any third party
                                         of products or services of any nature.aa) “Series” means the NASCAR Cup Series,
                                         or any future modified, altered, changed or replaced name for the NASCAR Cup Series per
                                         Section 24.bb) “Series Logo(s)” means the Series logo by itself, or, the
                                         alternative Series logo employed by NASCAR in its reasonable discretion which may include
                                         multiple NASCAR and PROMOTER Premier Series sponsor logos, provided that, any use of
                                         an alternative Series logo may or may not include any Premier sponsor logo(s) which is
                                         not a sponsor for such Facility and has not executed a Premier sponsor agreement for
                                         the Event.NEM'S GENERAL OBLIGATIONS2. Sanction For Events. NEM hereby grants a sanction
                                         to PROMOTER for each Competition. So long as this Agreement is in effect and not terminated,
                                         PROMOTER shall organize, promote and hold each Event, including the Competition, in accordance
                                         with this Agreement.3. Conduct and Control Over Competition. NEM shall conduct the Competition,
                                         through its officers and designated Officials, in accordance with the Rule Book, this
                                         Agreement, the Official Entry Blank, and any amendments to the Rule Book and/or the Official
                                         Entry Blank. NEM shall have sole control over the conduct of the Competition in all of
                                         its phases, including, but not limited to, control of the racing surface, pits and pit
                                         lane, garage area, and NASCAR race control during all Competition-related activities,
                                         throughout the Event. Interpretation and application of the Rule Book are committed to
                                         NEM’s sole discretion, and are final and unreviewable except to the extent provided
                                         in the Rule Book. PROMOTER shall cooperate fully with NEM to permit it to conduct the
                                         Competition in accordance with this Agreement and the Rule Book.Page 6 of 28





     


     


    

 

4.
                                         Postponement. NEM will consult with PROMOTER regarding postponement of a Competition,
                                         but the decision to postpone a Competition and the selection of the postponed date will
                                         be made by NEM and will be binding on PROMOTER. PROMOTER shall not publish or otherwise
                                         announce a postponement of the Competition and/or a postponed date for the Competition
                                         without the prior written approval of NEM. If PROMOTER makes such a publication or announcement
                                         without NEM’s prior written approval, it shall not be binding upon NEM or NASCAR
                                         and PROMOTER shall hold NEM and NASCAR harmless for any and all expense, loss or damage
                                         caused by such publication or announcement.5. Event Dates. The Event date for 2021 is
                                         listed in Exhibit 1 to this Agreement. Event dates for 2022, 2023 and 2024 will be determined
                                         by NEM, after discussion with Promoter, on or before May 1st of the preceding year. The
                                         parties agree that the Event dates shall be confidential until the earlier of 1) NEM
                                         announces the Series schedule for that year, or 2) the date of the corresponding Series
                                         event at the Facility during the prior Series season.6. Adjustments to Enhance the Series
                                         and/or for the Orderly Conduct of the Sport. If and when a significant opportunity arises,
                                         NEM will advise and consult with PROMOTER as far in advance as practical regarding that
                                         opportunity and advise of any possible direct bearing on the Event(s) in this Agreement.
                                         NEM in its sole discretion will make any adjustments it deems necessary to enhance the
                                         Series and/or the Competition. Notwithstanding the foregoing, NEM may make routine adjustments
                                         necessary for the orderly conduct of the sport including, but not limited to: adjustments
                                         to Competitor award programs; adjustments to practice and qualifying procedures; adjustments
                                         to Event schedules, adjustments to race formats including, but not limited to, the distance
                                         of the race; adjustments to Event operational standards and/or other standards specified
                                         in existing Exhibits to this Agreement as industry standards change; adjustments to Event
                                         insurance requirements; adjustments to the type of fuel used in the racecars; adjustments
                                         to NASCAR testing policies; and so on.PROMOTER'S GENERAL OBLIGATIONS7. Control and Maintenance
                                         of the Facility. PROMOTER represents and warrants that, in connection with each Event,
                                         it currently has and will maintain sole control of the Facility, and that it has and
                                         will maintain full authority to permit each Event to be conducted at the Facility. PROMOTER
                                         shall maintain the Facility in good repair at all times relevant to the Event, ready
                                         for use by Competitors, Officials, NASCAR, NEM, sponsors, and persons or entities involved
                                         in the Live Transmission of or creation or exploitation of Ancillary Rights at the Event.
                                         PROMOTER is solely responsible and liable for the safety of such persons while on, entering
                                         or leaving the Facility. PROMOTER warrants that the Facility is and will remain in a
                                         condition suitable for each Event, that the racing surface of the track will not be substantially
                                         altered or changed (whether by painting, sealing, resurfacing or otherwise) without the
                                         prior written consent of NEM and that the PROMOTER will advise NEM in writing in advance
                                         of any and all planned improvements or alterations to those portions of the Facility
                                         that are related to the Competition. If NEM determines that an NEM test is required at
                                         the Facility, and the Facility is available on the selected date(s), then PROMOTER shall
                                         make all necessary arrangements as required by NEM. Incremental costs, if any, to meet
                                         NEM requirements in regards to track and/or emergency response personnel, medical, and
                                         other staffing/equipment necessitated by the test, and/or an extraordinary cost (such
                                         as lighting if it is a night test), shall be identified and agreed to by both parties
                                         in advance, and shall not exceed normal market value. PROMOTER shall not charge NEM,
                                         NASCAR, Competitors or any third party vendors directly involved in the test a track
                                         rental fee or any other fees, except as described in the immediately preceding sentence.
                                         Unless approved by NEM in writing in advance, tests shall not be open to the public.
                                         If PROMOTER agrees to bear all the test-related incremental costs described above and
                                         any and all other costs PROMOTER may have related to advertising, promotion, ticketing,
                                         security for the public, etc. for the test, then NEM shall allow the test to be open
                                         to the public as follows: public access shall not include the garage area, pit lane or
                                         other restricted areas unless authorized in advance by NEM; PROMOTER may submit for advanced
                                         NEM approval designation of a restricted fan area in areas of the garage not needed for
                                         the test; PROMOTER may submit for advanced NEM approval certain restricted public access
                                         to the working areas of the garage during designated “cold” times or meal
                                         break. The maximum number of NEM tests which may be required during the term of this
                                         Agreement shall not exceed two (2), unless otherwise agreed to by PROMOTER and NEM. NEM
                                         test(s), if required, do not preclude or prevent other testing at the Facility scheduled
                                         by the PROMOTER, as long as such other testing is conducted in strict accordance with
                                         all NASCAR Testing Policies in effect at that time. NEM will provide PROMOTER with a
                                         copy of the applicable Testing Policies when they become available and also make PROMOTER
                                         aware of any future amendments that occur during the Term of this Agreement.Page 7 of
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8.
                                         Repairs and Upgrades to the Facility. Upon request, PROMOTER shall provide NEM or its
                                         designated representative(s) full access to the Facility. If NEM determines that the
                                         Facility or any part of it is in a condition unsatisfactory for an Event, including without
                                         limitation the surface of the racetrack, barriers, fencing, retaining systems, SAFER
                                         barrier systems, the garage area, the pit area, race control, timing and scoring areas,
                                         registration areas, Fiber Optic Connectivity regarding the conduct and control of the
                                         Competition, the Live Transmission of or creation or exploitation of Ancillary Rights
                                         at an Event, and/or media, and areas, structures or equipment used for the Live Transmission
                                         of or the creation or exploitation of Ancillary Rights at an Event, PROMOTER shall repair,
                                         replace or upgrade the unsatisfactory portion to the satisfaction of NEM. Subject to
                                         existing contractual obligations and restrictions, Promoter will use commercially reasonable
                                         efforts to provide wireless connectivity to fans attending the Event within the grandstand
                                         seating area, infield and midways (such as through multi-carrier cellular antenna systems
                                         and/or Wi-Fi during each Event and shall provide reliable internet access by either cellular
                                         antenna systems, or Wi-Fi or ethernet to the NASCAR credential trailer and the driver/owner
                                         lot during each Event. NEM acknowledges that, subject to existing contractual obligations
                                         and restrictions, Promoter may provide such connectivity temporarily for the Event and
                                         Promoter acknowledges that such connectivity does not require permanent installation,
                                         provided that the connectivity experience for fans will be at a level similar to other
                                         professional level sports stadiums, including the ability for fans to engage with all
                                         social media platforms. If NEM determines that it is necessary to resurface the racetrack,
                                         such resurfacing shall be completed by PROMOTER sufficiently in advance of an Event to
                                         allow for tire and private car testing in strict accordance with all NASCAR Testing Policies
                                         in effect at that time. If NEM determines that there is insufficient time to place the
                                         racetrack, or any other portion of the Facility, in a condition suitable for an Event,
                                         NEM may postpone or cancel the Event. Notwithstanding the foregoing or any other term
                                         of this Agreement, PROMOTER is solely responsible for the safety of the Facility and
                                         is solely liable for injury or damage caused by or arising out of the condition of the
                                         Facility.9. Compliance with Laws. PROMOTER shall comply with all local, state, federal
                                         and foreign laws and regulations applicable to the organization, promotion and occurrence
                                         of each Event and shall obtain all necessary licenses, permits or other governmental
                                         approvals required for each Event. PROMOTER shall make all appropriate filings of forms
                                         or other documents required by federal, foreign, state or local laws in connection with
                                         each Event.10. Control of and Responsibility for the Public. PROMOTER is solely responsible
                                         and liable for the safety of the public during an Event. PROMOTER shall furnish adequate
                                         facilities, personnel (including security personnel), equipment and services for accommodating
                                         and controlling the public and adhering to NEM’s required security standards during
                                         each Event in accordance with Exhibit 7, as it may amended from time to time. PROMOTER
                                         is solely responsible for the condition, actions and operations of such facilities, personnel,
                                         equipment and services before, during and after each Event.11. Personnel and Equipment
                                         for the Conduct of an Event and Live Transmission and Ancillary Rights Activities. PROMOTER
                                         shall provide access to the Facility for any person or entity involved in the conduct
                                         of an Event, including without limitation NEM employees, agents and Officials, and shall
                                         furnish adequate facilities, support personnel, equipment, and related security, for
                                         use by NEM in the exercise of NEM’s rights and obligations, as they may be requested
                                         by NEM from time to time, including but not limited to facilities for office administration,
                                         registration, timing, scoring, car inspection, race direction, and officiating, as well
                                         as furnish all mutually agreed-upon necessary phone and Internet connections. PROMOTER
                                         shall also provide access to the Facility for any NASCAR employee(s) or agent(s), and
                                         any person or entity involved in the Live Transmission of or the creation or exploitation
                                         of Ancillary Rights at an Event, and adequate facilities, support personnel, equipment,
                                         and related security, for use by such persons or entities in the performance of their
                                         duties, as they may be requested by NEM from time to time. Without in any way limiting
                                         the foregoing, PROMOTER shall, with respect to each Event:a) provide one (1) or more
                                         television monitors (if not already provided by NEM), in locations to be specified by
                                         NEM, with all related equipment necessary for such monitors to be connected to video
                                         and audio equipment used by the entity principally involved in the Live Transmission
                                         of an Event, in order to provide to NEM Officials live video on such monitors and the
                                         ability to switch instantaneously its view on the monitors among the different camera
                                         locations used by such entity, at all times during each Event when all or a portion of
                                         an Event is being videotaped, broadcast, monitored and/or recorded;Page 8 of 28





     


     


    

 

b)
                                         provide NEM with two (2) pace vehicles with automatic transmissions, each with the NASCAR
                                         mark or logo (as designated by NEM) displayed on the side in a manner and size which
                                         is visible to all persons on the racetrack, in the viewing area and in all locations
                                         where NEM Officials are visually monitoring each Event; such pace vehicles must be only
                                         from one of the brands of the approved Competition Manufacturers as defined in Section
                                         20 of the NASCAR Rule Book unless otherwise approved by NEM;c) provide NEM prior to each
                                         Event with a list of the track radio frequencies to be used for that Event, including
                                         but not limited to frequencies to be used for maintenance, police and security personnel;d)
                                         cooperate with NEM in pre-race and Victory Lane ceremonies, awards presentations and
                                         photographs, including without limitation ensuring that NEM has reasonable time immediately
                                         following the Competition for Victory Lane ceremonies, NASCAR awards presentations and
                                         NASCAR sponsor recognitions, and ensuring that the content and placement of the Victory
                                         Lane backdrop is pre-approved by NEM;e) have readily available quantities and types of
                                         oil dry acceptable to NEM when the track opens for practice and at all other times during
                                         each Event, and adequate personnel and equipment to spread the oil dry at NEM’s
                                         direction;f) provide personnel to secure the entry into the pits and garage areas during
                                         competition periods at NEM’s direction;g) provide personnel to secure the garage
                                         area on a continuous, 24-hour/day basis beginning the first day the Facility is open
                                         for inspection and ending when released by the Series Managing Director or other individual(s)
                                         designated by NEM;h) deliver to the garage area before the morning of raceday a minimum
                                         of 180 chairs for use by Competitors at the pre-race meeting; provide an enclosed, climate-controlled
                                         area of adequate size, as determined by NEM, in the garage area or reasonably near vicinity,
                                         as approved by NEM, in which NEM can conduct pre-race meetings, safety meetings and other
                                         assemblies during each Event and ensure that no pre-race activities are scheduled that
                                         would cause a disruption or distraction during the scheduled pre-race meeting.i) line
                                         and number each pit with appropriate paint, line and paint traffic lanes in the garage
                                         and garage area and fire lanes behind the active pit lane when and where needed, and
                                         repaint all start/finish, scoring, third turn and re-entry cutoff lines;j) coordinate
                                         with NEM all tours of the garage areas, including the times, number of participants and
                                         other arrangements;k) provide a suitable location (as determined by NEM) for a minimum
                                         of five (5) large trailers containing NEM equipment and facilities, adequate electricity
                                         (including without limitation 220 volts 100 amps services with female range outlets for
                                         the NEM trailers), telephone (including a track phone extension) and water facilities
                                         as requested by NEM;l) coordinate with NEM to ensure that NEM has a minimum of ten (10)
                                         minutes immediately before, during or after driver introductions for NASCAR awards presentations
                                         (if applicable and as directed by NEM);m) provide a race control of adequate size, as
                                         determined by NEM, spotters stand, with an unobstructed view of the racing surface for
                                         the purpose of monitoring each Event by NEM personnel and others, with electricity, air
                                         conditioning, heat, telephone (including a track phone extension), a sufficient number
                                         of chairs (minimum of 14) with cushions for all operationalPage 9 of 28





     


     


    

 

personnel,
                                         television monitors for both feeds (as set forth in subsection 11.a), water facilities
                                         and other utilities, supplies and equipment as requested by NEM;n) provide a registration
                                         facility of adequate size in the garage area, with electricity, air conditioning, heat,
                                         telephone (including a track phone extension), chairs with cushions, water facilities
                                         and other utilities, supplies and equipment as requested by NEM;o) provide adequate trash
                                         receptacles in the garage and pit areas and coordinate with the Series Managing Director
                                         or other individual(s) designated by NEM the times for trash pickup by track personnel;p)
                                         provide adequate personnel to sweep and clean up the garage and pit areas on a daily
                                         basis;q) provide adequate parking areas and parking passes/permits for a minimum of three
                                         hundred twenty- five (325) vehicles (which shall be inclusive of any season long passes
                                         issued by NEM to competitors) , for the exclusive use of Competitors, NASCAR, and NEM
                                         Officials adjacent to or near the garage area, and an additional fifty (50) parking places
                                         and passes/permits in close proximity to the NEM observation booth to be used at NEM’s
                                         discretion;r) provide NEM with an observation booth no less than six hundred (600) square
                                         feet, air conditioned, heated, with electricity, television monitors, etc., with an unobstructed
                                         view of the racing surface and adequate seating for the purpose of monitoring each Event
                                         by NEM personnel and others, including all necessary admission tickets, a reasonable
                                         number of parking passes and, if need be, access stickers for personnel to gain admission
                                         to the observation booth, during each Event;s) provide NEM with two hundred twenty-five
                                         (225) reserved choice grandstand admission tickets for each Event and, provided it is
                                         on a separate race day than the Event, two hundred (200) choice grandstand tickets for
                                         NASCAR Cup Series Busch Pole Qualifying, such tickets to be delivered to NEM no later
                                         than thirty (30) calendar days prior to each Event;t) enter, and use its best efforts
                                         to cause any manufacturer of Event merchandise to enter, into a cross licensing agreement
                                         with NASCAR to use the NASCAR Marks (as defined in subsection 21.a) below) in conjunction
                                         with all Event merchandise;u) prominently display (by painting or otherwise) the Official
                                         Logos (as defined in subsection 21.a)i) in and around the Facility, and in all promotion
                                         of each Event, to NEM’s reasonable satisfaction:i) at all fan entries and main
                                         infield Facility entrances in some fashion such as flags and/or banners;ii) in an area
                                         inside the track, such as the infield grass, such that it is highly visible to grandstand
                                         seating and from the air;iii) in the backdrop to Victory Lane and pre-race ceremonies;iv)
                                         on any and all print, social media, digital assets and television advertising promoting
                                         each Event (for social media and digital assets Promoter will include logos and hashtags
                                         where possible);v) on the front cover of each Event Program;vi) on any and all Event
                                         tickets, suite passes, and credentials;Page 10 of 28





     


     


    

 

vii)
                                         in the Track Media Center and on all PROMOTER-owned media backdrops;provided, however,
                                         that the Official Logos shall not, without NEM’s prior written approval, be placed
                                         in close proximity to a third party’s marks so as to create a commercial impression
                                         that the third party is associated with NEM, NASCAR or the NASCAR Cup Series;v) cooperate
                                         fully with nascar.com staff, including but not limited to prominently displaying (by
                                         painting or otherwise) the nascar.com address in an area of the track, such as the infield
                                         grass, that is highly visible to grandstand seating and from the air;w) cooperate fully
                                         with the NASCAR and NEM integrated marketing communications staffs;x) PROMOTER agrees
                                         to participate in a race team primary sponsor concept program with other NASCAR Cup Series
                                         promoters. Promoters’ obligations include, but are not limited to, 1) designating
                                         a single point of contact for participating race teams with regards to purchasing suites,
                                         non-suite hospitality assets, hospitality-related tickets and midway display space for
                                         participating NASCAR Cup teams’ primary sponsors, 2) providing fair, consistent
                                         and competitive pricing for requested Track assets (consistent with Promoters typical
                                         sales practices), 3) a commitment to participate in participating race team sponsor negotiations
                                         regarding Track inventory where appropriate and 4) the creation of a concierge program/welcome
                                         committee for new incoming participating race team primary sponsors. PROMOTER participation
                                         in such program shall be subject to asset availability and subject to existing category
                                         exclusive sponsorship restrictions.In order to participate in this program, a race team’s
                                         obligations to PROMOTER are the exclusive utilization of the program for the purchase
                                         of assets included in the program, and an agreement that neither participating race teams
                                         nor agencies engaged by participating race teams or team sponsors shall seek pricing
                                         from or negotiate with anyone but the PROMOTER’s designated single point of contact
                                         or the person assigned by PROMOTER for any of the above Track inventory. If a race team
                                         fails to make exclusive use of the single point of contact, then PROMOTER may exclude
                                         such race team from this program in the future.y) cooperate fully with any entity involved
                                         in the exploitation of Live Transmission Rights or Ancillary Rights ("Entity"), including
                                         but not limited to:i) providing reasonable access to the Facility for the purpose of
                                         facilitating the Entity’s transmission, or recording of an Event (including free
                                         parking for any and all Entity employees and equipment), including but not limited to
                                         providing reasonable space and locations as determined by the Entity for its announcers,
                                         and for the installation and operation of all microphones, television cameras, and related
                                         equipment to be used by such Entity in connection with its production and transmission
                                         (including satellite uplink), and a period of time during each Event as determined by
                                         NEM (but no more than two (2) hours) within which Entity can conduct such installation
                                         and operation unimpeded and uninterrupted;ii) supplying and assuring the availability
                                         of such electrical power as is necessary to operate such equipment and all necessary
                                         lighting for a first quality television production in color;iii) permitting the Entity
                                         to install, maintain, and remove from the Facility such wires, cables, and equipment
                                         as may be necessary for each Event;iv) permitting installation of announcers’ booths,
                                         camera platforms, and similar structures for the facilitation of broadcast productions
                                         and/or transmissions of motorsports events and provide and install permanent camera platforms
                                         for standard camera locations as reasonably directed and designed by the Broadcast Partner
                                         or NEM. NEM shall cause thePage 11 of 28





     


     


    

 

broadcast
                                         partner and its contractors to comply with all applicable laws and codes related to any
                                         such structures, including but not limited to all applicable OSHA and disability standards.
                                         NEM shall use best efforts to work with the Broadcast Partner to provide reasonable notice
                                         of any changes to the camera locations;v) providing adequate and necessary space for
                                         any mobile units, trailers and other necessary support units required by the Entity for
                                         the transportation and maintenance of equipment and personnel by the Entity, including,
                                         but not limited to, a fenced and secured television compound in reasonably close proximity
                                         to the racing surface and the announcer booths of no less than sixty-two thousand five
                                         hundred (62,500) square feet in total area and, if possible, laid out in one contiguous
                                         square with minimum dimensions of two hundred fifty (250) feet by two hundred fifty (250)
                                         feet, for locating broadcast mobile units, support units, office units, satellite uplinks,
                                         catering, golf cart parking, generators, timing and scoring apparatus trailer, and other
                                         related equipment and supplies; and a separate, suitable, secured area in the infield
                                         (as applicable) for mobile studio facilities and other transmission-related units and
                                         equipment, equipped with paved, or reasonable equivalent areas, fencing, potable water
                                         and lighting. NEM shall use best efforts to work with the Broadcast Partner to provide
                                         reasonable notice of any changes to the broadcast compound locations;vi) providing a
                                         booth across from the Start/Finish line with an unobstructed view of the racing surface
                                         up to current network broadcast standards, and use best efforts to provide a second booth
                                         meeting the same criteria listed herein and adjoining to the first booth if possible,
                                         with a clear view of the entire track, with sufficient space to accommodate a minimum
                                         of five (5) people (the booth shall be at least twenty (20) feet wide and ten (10) feet
                                         deep with a counter twenty (20) inches deep), air-conditioned to sixty-eight (68) degrees
                                         Fahrenheit, adjustable sun screens or removable tinting on all exterior windows, black
                                         interior walls, as sound proof as practical, wired for one hundred-twenty (120) volts
                                         AC with outlets on the front and side walls, with five (5) chairs with back support,
                                         tables, monitor tables, and with door(s) that can be locked and secured;vii) cooperating
                                         with NEM and any Entity to ensure exclusive, and if necessary secure or encrypted, radio
                                         frequencies;viii) providing meaningful advanced consultation with NEM and the Entity
                                         prior to each Event regarding any talent including, but not limited to, pre- and/or post-race
                                         concert performer(s), national anthem performer(s), invocation deliverer(s), grand marshal(s),
                                         engine start command deliverer(s), honorary starter(s), celebrities, sports figures,
                                         political representatives and/or guests who might take part in pre-race ceremonies, or
                                         others with whom PROMOTER arranges for or contracts with to participate in that Event;
                                         andz) with respect to any Entity transmitting the Live Transmission, in addition to the
                                         requirements of subsection 11.x) PROMOTER shall:i) provide a maximum of three hundred
                                         (300) choice complimentary tickets for the Competition and all other activities during
                                         each Event, provided that NEM shall require the Entity to notify PROMOTER of the number
                                         of such tickets it requires not later than ninety (90) days prior to the date of each
                                         Event;ii) provide use of one (1) standard luxury track suite, and use commercially reasonable
                                         efforts to provide a second standard luxury track suite, for the Competition and all
                                         other activities during each Event including all necessary suite passes and suite parking;iii)
                                         prominently display Entity’s (or joint Entity/NASCAR) logo painted in an area inside
                                         the track, such as the infield grass, such that it is highly visible to grandstand seating,
                                         televisionPage 12 of 28





     


     


    

 

cameras
                                         and from the air and also display four (4) standard size signs, to the Entity's specifications
                                         within the Facility, subject to the reasonable approval of PROMOTER and NEM;iv) provide
                                         such Entity with one (1) full page four (4) color advertisement in each Event Program;v)
                                         cooperate fully with any and all requests made by NEM with respect to regional and local
                                         TV coverage, including but not limited to allowing such Entity to have absolute priority
                                         with respect to camera and announcing positions, ensuring that local TV crews do not
                                         in any way interfere with such Entity’s production, ensuring that such local TV
                                         coverage will be limited to no more than one and one half (1 1⁄2) minutes of action
                                         of competition, which will not be broadcast until completion of such Entity’s first
                                         telecast of the Competition (including the pre-race and post-race shows) and not later
                                         than ninety-six (96) hours following the completion of the Competition, and ensuring
                                         local TV crews do not provide footage to any regional or national network or news feed;vi)
                                         permit such Entity, if requested in a timely manner, to purchase Event hospitality chalets;vii)
                                         refer the title sponsor of each Event to the broadcast partner for the purposes of helping
                                         to facilitate the title sponsor buying advertising in the telecasts of that Event; NEM
                                         shall in turn cause the NASCAR Rights Affiliate to include in the Live Transmission Contract(s)
                                         provisions that (a) prohibit the Entity from identifying each Event by any name other
                                         than the official event title of that Event, as designated by the PROMOTER, or identifying
                                         the Facility by any name other than its official name, as designated by the PROMOTER,
                                         subject to Entity’s broadcast standards and practices and NEM’s approval
                                         of Entitlement Sponsor(s) in accordance with Section 25, (b) require the Entity to identify
                                         each Event by its official event title, as designated by the PROMOTER, excluding any
                                         presenting sponsors, at least once during the opening segment of the telecast and thereafter
                                         at least once during each hour of the telecast of that Event, subject to Entity’s
                                         broadcast standards and practices and NEM’s approval of Entitlement Sponsor(s)
                                         in accordance with Section 25, and (c) prohibit the Entity from superimposing, inserting
                                         or otherwise incorporating on-screen any electronic or “virtual” signage,
                                         promotion or other commercial designation that alters for the television viewer the actual
                                         appearance of the Facility or any portion thereof without the prior written approval
                                         of PROMOTER and NEM (e.g., if the parties agree that a Premier Sponsor shall have the
                                         right to advertise with virtual signage);viii) at least ninety (90) days prior to each
                                         Event, send such Entity and NEM and any international telecaster scheduled to be transmitting
                                         from the Facility a list naming all musical compositions scheduled to be played during
                                         the Competition or at any other time when such Entity or international telecaster is
                                         scheduled to be transmitting from the Facility in connection with that Event, which shall
                                         include the title of each composition and the name of the composer, publisher, copyright
                                         holder, and performing rights holder; and if such Entity is unable to transmit such composition
                                         with respect to the Live Transmission of an Event without additional expense and authorizations,
                                         PROMOTER agrees (a) to obtain, at PROMOTER’s expense, authorization to transmit
                                         such composition or (b) not to play such composition at a time when the Entity is scheduled
                                         to be transmitting from the Facility in connection with that Event;ix) insure that the
                                         Start/Finish line is newly painted prior to the start of the Competition.12. Fire and
                                         Medical Equipment and Personnel. PROMOTER shall provide adequate facilities, personnel,
                                         equipment and services, including without limitation cleanup crews, towing and flatbed
                                         wreckers, jet dryers, ambulances, emergency vehicles, medical evacuation helicopter,
                                         fire trucks for fire protection and on-site medical services for Competitors, Officials,
                                         the public and others in connection with each Event, all of which shall bePage 13 of
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on-site
                                         and in a state to be fully operational prior to the commencement of the Competition.
                                         PROMOTER shall adhere to NEM’s required track services event standards and medical
                                         standards during each Event in accordance with Exhibit 7, as it may be amended from time
                                         to time, and make advance arrangements with local hospitals and physicians for the prompt,
                                         efficient and appropriate treatment of any and all injuries occurring during each Event.
                                         NEM may, at its sole cost and expense, utilize the NASCAR track drying system to dry
                                         the track in the event of inclement weather.13. Security For Pit and Garage Area. PROMOTER
                                         shall furnish adequate security personnel and equipment (in addition to the requirements
                                         of Sections 10 and 11) in the pit and garage area. PROMOTER shall limit access to such
                                         areas before, during and after each Event solely to authorized individuals (who must
                                         have NEM- approved credentials) and equipment. Minors shall not be allowed in the pits
                                         during pit lane “hot” times as designated by NEM. The PROMOTER will ensure
                                         that all persons who enter restricted areas such as the garage and pits as guests of
                                         the PROMOTER or otherwise, sign the standard Release and Waiver of Liability and Indemnity
                                         Agreement and, upon request by NEM, provide copies of the signed Releases to NEM. PROMOTER
                                         is solely responsible and liable for the actions of security personnel, provided, however,
                                         that PROMOTER shall ensure that all such security personnel will abide by such directions
                                         or comply with such requests as NEM may issue or make from time to time. PROMOTER will
                                         permit any current, valid NASCAR-licensed members, NEM guests, NASCAR guests, and/or
                                         any other persons designated by NEM access to the Facility or portions of the Facility
                                         in accordance with the type of credential issued to them by NEM. Pursuant to any exploitation
                                         of Live Transmission Rights or Ancillary Rights, NEM shall administer and coordinate
                                         Event access for all non-news media, but may assign such responsibility to a NASCAR Rights
                                         Affiliate(s).14. Business Responsibilities Relating to Promotion. PROMOTER shall perform
                                         all obligations imposed on it by this Agreement, including all obligations to provide
                                         cooperation, tickets, passes, services and support equipment set forth in Section 11
                                         of this Agreement, at its own expense, without contribution by NEM or NASCAR. PROMOTER
                                         assumes and will perform all business responsibilities in connection with the promotion
                                         of each Event (except as otherwise provided by this Agreement), including without limitation
                                         business organization, promotional activities, management, general business affairs,
                                         ticket sales, Facility operation and press accommodations.15. Other Track Activities.
                                         PROMOTER shall not schedule or permit any private race car practice or test runs at the
                                         Facility for the seven (7) calendar days immediately preceding the first day of official
                                         practice for each Event without prior written approval by NEM. At all times during the
                                         calendar year of an Event, PROMOTER agrees to adhere to all terms and conditions of all
                                         NASCAR Testing Policies, as they may be amended from time to time. PROMOTER shall be
                                         given a copy of all applicable Testing Policies in place as of the Effective Date of
                                         this Agreement, and shall be provided upon their release with any updates that occur
                                         during the Term. PROMOTER shall not schedule or permit any other entertainment activities
                                         at the Facility during any Event without prior written approval by NEM. PROMOTER shall
                                         notify NEM at least thirty (30) calendar days prior to each Event of its intention to
                                         conduct or permit any such activities. NEM may at its discretion grant its approval with
                                         or without condition, but it shall not unreasonably withhold or condition its approval.
                                         Except with respect to scheduling as set forth herein, NEM shall have no responsibility
                                         or liability with respect to such activities, and PROMOTER shall be solely responsible
                                         and liable for such activities. The entertainment activities covered by this Section
                                         include without limitation other motorsports events, thrill shows, live performances
                                         and/or helicopter rides. In recognition of the importance and stature of the Event and
                                         the Series, the financial significance of agreements with NASCAR Rights Affiliates, and
                                         the sanction granted under this Agreement, during the Term of this Agreement PROMOTER
                                         covenants not to promote, host, conduct or stage, nor allow any third party(s) to promote,
                                         host, conduct or stage, a stock car racing event at the Facility that attempts to duplicate,
                                         emulate, imitate, copy, simulate and/or mimic the NASCAR Cup Series; or uses the same
                                         or similar race vehicles, rules, competitors, trademarks, trade dress, and/or “look
                                         and feel” of the NASCAR Cup Series; or would create confusion in the public; or
                                         would in any way dilute the stature, impact and value of the Event. It is understood
                                         that the breach or threatened breach of the provisions of this Section will immediately
                                         cause irreparable harm to the Series, NASCAR, NEM, NASCAR Rights Affiliates and others
                                         and that any remedy at law for such breach will be inadequate. Accordingly, in addition
                                         to any other remedy that NASCAR, NEM, NASCAR Rights Affiliates and others may have, it
                                         shall be entitled to temporary, preliminary and permanent injunction or other equitable
                                         relief restraining any breach or threatened breach, without any bond or other security
                                         being required and without the necessity of showing actual damages. If, despite the harm
                                         that would be incurred by NASCAR, NEM, NASCAR Rights Affiliates and others, any court
                                         construes any of the covenants in this Section to be too broad, the court shall have
                                         the authority to reduce the duration, geographic area or scope of prohibited activities
                                         to the extent necessary so that the provision is enforceable (and the provision, as reduced,
                                         shall then be enforced). In addition,Page 14 of 28





     


     


    

 

without
                                         in any way limiting the foregoing or in any way limiting NEM’s and/or NASCAR’s
                                         other options and remedies under Section 34, NEM may determine any and all dilutive financial
                                         effects on Live Transmission Income and Ancillary Rights Income for the Event and for
                                         the Series for such a breach or threatened breach and deduct that amount from any payments
                                         due to PROMOTER under this Agreement.OFFICIAL ENTRY BLANK AND AWARDS16. Preparation and
                                         Publication of Official Entry Blank. NEM shall compose, print, publish and distribute
                                         the Official Entry Blank ("OEB") for each Event. The OEB shall be the sole official statement
                                         as to the date, place, schedule and length of each Event, the eligibility requirements
                                         for Competitors, and monetary and non- monetary awards. PROMOTER shall not publish an
                                         official or unofficial entry blank or supplement, or any other form setting forth monetary
                                         or non-monetary awards, without prior written approval from NEM. PROMOTER shall not advertise
                                         or otherwise disseminate any information as to monetary or non-monetary awards for any
                                         Event other than those specified in the OEB or NEM-approved supplement for that Event.
                                         If PROMOTER engages in such publication, advertising or dissemination, PROMOTER shall
                                         hold NEM and NASCAR harmless for any and all loss, expense or damage arising out of such
                                         activity, and NEM at its option may also terminate the sanction granted by this Agreement
                                         and/or pursue any other remedies against PROMOTER.17. Additional Awards.a) If PROMOTER
                                         contracts for Additional Awards, then, subject to the provisions of Section 16, NEM may
                                         publish and distribute a supplement to an OEB posting the Additional Award(s).b) PROMOTER
                                         shall submit to NEM, no later than sixty (60) calendar days prior to the date of each
                                         Event, a list of any and all proposed Additional Awards for that Event. PROMOTER shall
                                         obtain NEM’s written consent prior to contracting for any Additional Award. NEM
                                         may reject a proposed Additional Award in its entirety, require different terms for the
                                         proposed Additional Award, or require a reallocation of the distribution of such an award
                                         among Competitors, if in NEM’s sole judgment the proposed award will not advance
                                         the nature of the competition, will have an adverse impact on that Event, or will be
                                         detrimental to the sport of automobile racing, NEM, NASCAR, any sponsors of that Event,
                                         or any sponsors of the NASCAR Cup Series. PROMOTER assumes full responsibility for, and
                                         will indemnify NEM and NASCAR against, any loss, expense or damage incurred as a result
                                         of NEM’s determination with respect to any proposed award arranged by or through
                                         PROMOTER. All Additional Awards are subject to independent verification by NEM.18. Unauthorized
                                         Awards. PROMOTER shall not offer an award of any kind, at any Event or any other NEM-sanctioned
                                         event, or any other non-NEM sanctioned event, which in any way utilizes or relies upon
                                         the points system, money standings, or any other NEM-sanctioned race related results,
                                         without NEM’s prior written approval. If PROMOTER offers such an award without
                                         NEM’s prior written approval, NEM may terminate the sanction granted by this Agreement
                                         and/or seek to prohibit or enjoin PROMOTER from offering such an award and/or pursue
                                         any other remedies available to it. If such an award is offered by a third party without
                                         NEM’s prior written approval, PROMOTER shall cooperate with NEM to prohibit or
                                         enjoin the third party from offering such an award. Cooperation by PROMOTER shall include,
                                         but is not limited to, the assignment of PROMOTER's rights to enjoin the third party.
                                         If PROMOTER, in NEM’s sole judgment, fails to cooperate fully with NEM to prohibit
                                         or enjoin such an award, NEM at its option may terminate the sanction granted by this
                                         Agreement and/or pursue any other remedies available to it.PROMOTER'S FINANCIAL AND INSURANCE
                                         OBLIGATIONS19. NEM Event Fee. For each Event, PROMOTER shall pay to NEM, or its designated
                                         affiliate, acting as Paying Agent by wire transfer of funds (but not by ACH or other
                                         fund transfer methods), an amount equal to the NEMPage 15 of 28





     


     


    

 

Event
                                         Fee for that Event set forth in Exhibit 1 to this Agreement, plus any other monies due
                                         NEM for that Event pursuant to this Agreement, unless otherwise directed by NEM in writing.
                                         Time is of the essence. If said monies and fees are not paid in the manner required and
                                         by the Payment Date for that Event specified in Exhibit 1 to this Agreement, NEM at its
                                         option may (a) terminate the sanction granted by this Agreement, (b) enforce collection
                                         of said monies and fees by suit or legal action, and/or (c) pursue any other remedies
                                         available to it. NEM shall provide wiring instructions to PROMOTER prior to each Payment
                                         Date. For each Event, NEM shall cause Paying Agent to: i) send to Competitors payments
                                         representing the drivers’ purses, awards and certain other monies to be paid in
                                         accordance with the Official Entry Blank for that Event, net of any withholding of applicable
                                         taxes, as directed by NEM; ii) retain any and all unpaid prize money, if applicable,
                                         for distribution in programs designed for the benefit of Competitors, as NEM may determine
                                         from time to time, and; iii) withhold and remit applicable taxes to applicable taxing
                                         authorities. Prior to each Event, PROMOTER shall assist NEM in identifying any and all
                                         local and/or state income taxing authorities which must be satisfied by Paying Agent
                                         relative to this Section. The Paying Agent shall withhold taxes and such collected taxes
                                         shall be paid by the Paying Agent to the appropriate taxing authorities as identified.
                                         The Paying Agent’s obligation to make payments under this Section shall at all
                                         times be conditioned upon the PROMOTER’s wire transfer of each NEM Event Fee in
                                         strict accordance with this Agreement, and nothing shall be construed to require the
                                         Paying Agent or NEM or NASCAR to advance its own funds for any purpose. All payments
                                         by all parties described in this Section shall be made in lawful money of the United
                                         States of America, unless otherwise specified herein.20. Insurance.a) Event Insurance.
                                         PROMOTER shall obtain and maintain comprehensive general liability insurance, with motorsports
                                         endorsements, that is acceptable to NEM for each Event from an insurance company that
                                         is acceptable to NEM for (i) spectator injury and property damage and (ii) participant
                                         legal liability, product liability and advertising liability with a minimum combined
                                         single limit equal to but not less than Fifty Million Dollars ($50,000,000.00) per occurrence,
                                         and liability for medical professionals working on behalf of the Event with limits of
                                         not less than One Million Dollars ($1,000,000.00) per occurrence (unless NEM approves
                                         a lesser limit in writing prior to the Event). NEM may require that PROMOTER obtain such
                                         insurance in greater amount or scope by providing notice to PROMOTER at least one hundred
                                         twenty (120) calendar days prior to the date of an Event. PROMOTER shall deliver to NEM
                                         at Daytona Beach, Florida no later than each respective Notification Date set forth in
                                         Exhibit 1 to this Agreement, a valid certificate of insurance and a certified true copy
                                         of all public liability insurance policies in force for each corresponding Event by submitting
                                         the documents to: NASCAR-NEM@certfocus.com. In all such policies and in all other liability
                                         policies obtained and maintained by PROMOTER and PROMOTER's parent and affiliated company(ies),
                                         including without limitation all umbrella and excess liability policies, the following
                                         will be named as additional insured: NASCAR Event Management, LLC, National Association
                                         for Stock Car Auto Racing, Inc., CL Bureau, Inc., Motorsports Charities, Inc., and each
                                         of their shareholders, directors, officers, employees, agents, Officials, members, parent
                                         and subsidiaries; all NASCAR Rights Affiliates; all Competitors; car sponsors; car owners,
                                         all sponsors for the Event or the series of which the Event is a part; Toyota Motor Sales,
                                         USA, Ford Motor Company, ACCUS-FIA, and all third parties with whom NASCAR, NEM, or a
                                         NASCAR Rights Affiliate(s) has contracted with respect to the Event, including without
                                         limitation for exploitation of Live Transmission Rights and Ancillary Rights (“NEM
                                         Additional Insureds”). All policies shall be primary regardless of insurance carried
                                         by NEM, NASCAR or other additional insureds, contain a cross liability endorsement acceptable
                                         to NEM, and include a waiver of subrogation in favor of the NEM Additional Insureds.
                                         If (a) PROMOTER fails to deliver such policies to NEM by each Notification Date, (b)
                                         the policies are not acceptable to NEM, or (c) PROMOTER fails to maintain such policies
                                         with the required minimum coverage throughout each Event, NEM at its option but at PROMOTER's
                                         expense may obtain the required insurance from an acceptable insurance company or NEM
                                         may terminate the sanction granted by this Agreement immediately and without notice to
                                         PROMOTER and/or pursue any other remedies available to it. NEM reserves the right to
                                         amend these insurance requirements (including the Additional Insureds) due to significant
                                         changes in the insurance industry and/or regulations and will provide as much notice
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b)
                                         Broadcast Insurance. NEM shall require the Entity providing the Live Transmission to
                                         maintain statutory and workers’, and broadcast and comprehensive general liability
                                         coverages for each Event. NEM shall require the Entity providing the Live Transmission
                                         to name PROMOTER and NEM as additional insureds on its broadcast and comprehensive general
                                         liability policies. These policies shall have a limit of at least One Million Dollars
                                         ($1 million) per occurrence and Two Million Dollars ($2 million) annual aggregate.c)
                                         NASCAR Insurance Plan. The NASCAR insurance plan (participant/accident coverage in place
                                         for NASCAR-licensed Competitors in NEM-sanctioned racing) is not applicable to and does
                                         not provide coverage for Competitors, whether NASCAR-licensed or not, in any non- NEM-sanctioned
                                         racing or other activities at the Facility during any Event that are not expressly listed
                                         in this Agreement or in a fully executed NEM sanction agreement pertaining to another
                                         NASCAR series running during the same Event.ADVERTISING AND USE OF MARKS21. Cross Trademark
                                         Licenses.a) Grant of License by NEM. NEM hereby grants to PROMOTER a non-transferable,
                                         non- exclusive, royalty-free license to use, strictly in accordance with the terms of
                                         this Agreement, the NASCAR and Series Logo(s) marks listed on Exhibit 3 to this Agreement
                                         (collectively, the "NASCAR Marks"), as they may be amended, added, and/or deleted from
                                         time to time, in connection with the publicity, promotion and advertising of each applicable
                                         Event. This license shall terminate upon the expiration or termination of the sanction
                                         granted by this Agreement.i) Terms and Conditions of Use. PROMOTER shall display the
                                         official NASCAR logo, the Series Logos (with such Series Logo(s) use to be at NEM’s
                                         direction) and the phrase "NASCAR Cup Series Championship Event" (as applicable) (collectively,
                                         the "Official Logos") in all publicity, advertising, tickets and promotion relating to
                                         each Event, in accordance with subsection 11.u) of this Agreement. The number and specific
                                         location of such displays and the color and size of the Official Logos shall be subject
                                         to NEM’s approval, and PROMOTER shall abide by and comply with all determinations
                                         and directives of NEM with respect to such matters. NEM may disapprove and prohibit PROMOTER's
                                         actual or intended use of the NASCAR Marks in any location, media or publication if NEM
                                         determines that such use is or will be detrimental to NEM, NASCAR, to an Event, to the
                                         series of which each Event is a part, or to the sport.ii) Limited Authorization. This
                                         license does not authorize PROMOTER to use the NASCAR Marks in its corporate business
                                         or firm name and title nor to use or permit the use of the marks other than in accordance
                                         with the terms and conditions of this Agreement.iii) Indemnity. NEM hereby agrees to
                                         indemnify PROMOTER from any claims or loss arising out of PROMOTER's use of the NASCAR
                                         Marks in accordance with the terms and conditions of this Agreement.iv) Structure of
                                         the NASCAR Cup Series Championship and Related Terminology. NEM, at its sole discretion,
                                         will determine both the overall and event-specific structure of the NASCAR Cup Series.
                                         This includes, but is not limited to, the structure and make-up of specific portions
                                         of the racing season (i.e.; “NASCAR Playoffs”); the NASCAR marketing calendar
                                         for industry-wide initiatives (i.e.; “NASCAR Salutes”; “NASCAR Day”,
                                         etc.); the All-Star weekend; the NASCAR Cup Championship Weekend; Series- related pre-season,
                                         season, and post-season events (i.e.; “NASCAR Cup Series Awards”); any adjustments
                                         to the annual Calendar as outlined in this Agreement; and other structural and promotional
                                         elements related to the conduct of and for the benefit of the Series as aPage 17 of 28





     


     


    

 

whole.
                                         Irrespective of where each Event falls within each overall or specific segment of an
                                         annual Calendar or calendar of Series-related events, Promoter will at all times use
                                         the correct branding terminology, as determined by NEM, when referring to the above.
                                         The foregoing does not limit the PROMOTER’s ability to sell Event entitlement,
                                         or the entitlement of competition elements such as time trials or practice runs, or to
                                         use the name of the Entitlement Sponsor in connection with an Event, subject to NEM approval
                                         as outlined in this Agreement.b) Grant of License by PROMOTER. PROMOTER hereby grants
                                         to NEM and NASCAR a non- transferable, non-exclusive, royalty-free license to use and
                                         sublicense, strictly in accordance with this Agreement, PROMOTER's Marks listed on Exhibit
                                         4 to this Agreement (collectively, the "PROMOTER's Marks") in connection with publicity,
                                         promotion and advertising of each Event and the NASCAR Cup Series, the publicity, promotion
                                         and advertising of the NASCAR Hall of Fame, and the exploitation of Live Transmission
                                         Rights and Ancillary Rights. This license shall be perpetual with respect to the exploitation
                                         of Live Transmission Rights and Ancillary Rights and the publicity, promotion and advertising
                                         of the NASCAR Hall of Fame; with respect to all other rights, this license shall terminate
                                         upon the expiration or termination of the sanction granted by this Agreement.i) Terms
                                         and Conditions of Use. NEM and NASCAR shall have the right to use and sublicense PROMOTER's
                                         Marks in connection with publicity, promotion or advertising of each Event and the NASCAR
                                         Cup Series, and the exploitation of Live Transmission Rights and Ancillary Rights, provided,
                                         however, that NEM or NASCAR shall not, without the prior written consent of PROMOTER,
                                         use or sublicense the use of PROMOTER's Marks on the branding of any retail package product,
                                         unless otherwise expressly permitted in this Agreement.ii) Limited Authorization. This
                                         license does not authorize NEM or NASCAR to use PROMOTER's Marks in its corporate business
                                         or firm name and title nor to use or permit the use of PROMOTER's Marks other than in
                                         accordance with the terms and conditions of this Agreement.iii) Indemnity. PROMOTER hereby
                                         agrees to indemnify NEM and NASCAR from any claims or loss arising out of NEM’s
                                         or NASCAR's use of PROMOTER's Marks in accordance with the terms and conditions of this
                                         Agreement.22. Limited Assignment of Certain Other Rights. Solely to the extent that any
                                         other person or entity grants to NASCAR rights to use and sublicense their name(s), picture(s),
                                         likeness(es) or performance(s) in connection with an Event, and NASCAR has sublicensed
                                         these rights to NEM, NEM hereby grants to PROMOTER a non- exclusive sublicense to use
                                         such name(s), picture(s), likeness(es) or performance(s) for the purpose of publicizing,
                                         promoting or advertising that Event, but not for the purpose of exploiting Live Transmission
                                         Rights or Ancillary Rights. Notwithstanding the foregoing, NEM may disapprove and prohibit
                                         PROMOTER's actual or intended use of such name, picture, likeness or performance if NEM
                                         determines that such use is or will be detrimental to NEM, to NASCAR, to an Event, to
                                         the Series of which that Event is a part, or to the sport. PROMOTER understands and acknowledges
                                         that, as of the Effective Date of this Agreement, such rights are normally granted to
                                         NASCAR on an annual basis and are normally applicable only to that calendar year.23.
                                         Misrepresentations. PROMOTER shall make no misrepresentations of fact in connection with
                                         publicizing, promoting or advertising any Event. If such a misrepresentation is made
                                         (a) PROMOTER shall promptly correct the misrepresentation through a subsequent PROMOTER
                                         publication, (b) NEM may correct the misrepresentation itself through an NEM publication
                                         or through an agent at PROMOTER's expense, (c) NEM may terminate the sanction granted
                                         by this Agreement, and/or (d) NEM may pursue any other remedies available to it.24. Cooperation
                                         with Sponsors. PROMOTER acknowledges that each Event is part of the NASCAR Cup Series
                                         for that year. PROMOTER shall cooperate fully with NEM, with the Series sponsor(s) (if
                                         applicable), and withPage 18 of 28





     


     


    

 

any
                                         other company that has contracted with NASCAR to sponsor awards/prize money, programs
                                         or platforms (including, without limitation, the Busch Pole Award or the Sunoco Rookie-of-the-Year
                                         Award or successor awards and programs) that are based in whole or in part on a Competitor's
                                         participation in Events, in connection with those sponsors' or partners’ activities,
                                         if any, during each Event. PROMOTER, on its own and at the request of NEM, will use its
                                         commercially reasonable efforts to feature such sponsors/partners prominently in all
                                         of PROMOTER's advertising, publicity and promotion in connection with each Event, and
                                         no competitor of such a sponsor/partner shall be featured therein more prominently than
                                         such sponsor/partner. PROMOTER shall take no action that, in NEM’s sole determination,
                                         will jeopardize the maintenance or continuation of such sponsorships. In the event that
                                         the Series title sponsorship or official fuel supplier changes after the Effective Date
                                         of this Agreement and prior to the conclusion of an Event, PROMOTER will not renew, extend
                                         or enter into any new agreement with any sponsor that represents a conflict with rights
                                         granted consistent with this Agreement to a Series sponsor (if applicable) or official
                                         fuel supplier during any Event, except as otherwise allowed by agreement with such sponsor.
                                         The determination of what constitutes a conflict shall be at NEM’s sole discretion.
                                         Subject to the provisions below, PROMOTER will use its best efforts to resolve all existing
                                         sponsor conflicts, if any, relative to these categories in an expeditious manner. PROMOTER
                                         will maintain an inventory of at-track and Event-related benefits equivalent to those
                                         provided by the PROMOTER to past Series sponsors (e.g., Sprint and Monster Energy) for
                                         the availability of any new Series sponsor (if applicable) for acquisition as part of
                                         an Event Placement Package (“EPP”), with such prices or consideration to
                                         be at fair market value unless such new Series sponsor would place PROMOTER in breach
                                         of a then existing exclusive sponsorship. In the event that any new Series sponsor does
                                         not acquire an EPP, then PROMOTER shall still be required to deliver those assets and
                                         benefits provided in Sections 11(u) and 21 of this Agreement; provided however if such
                                         new Series sponsor does not enter into an EPP with PROMOTER, and notwithstanding anything
                                         to the contrary herein, the Series Sponsorship Category shall then be deemed non-exclusive
                                         and PROMOTER shall be able to sell at-track and other promotional inventory to a sponsor
                                         which conflicts with the Series Sponsorship Category, and such sales shall not be deemed
                                         a breach of the Sanction Agreement. PROMOTER will maintain the full inventory of at-track
                                         and Event- related benefits provided by the PROMOTER to the current official fuel supplier
                                         for the availability of a new official fuel supplier, provided that the new official
                                         fuel supplier shall enter into a licensing agreement with the PROMOTER with respect to
                                         such rights. PROMOTER shall permit the use of the PROMOTER’s Marks by any new Series
                                         sponsor (if applicable) and by any new official fuel supplier for the purposes of reporting,
                                         promoting, publicizing, and advertising each Event, the Series, and/or the new Series
                                         sponsor’s or new official fuel supplier’s product/service affiliation with
                                         the Events and/or the Series.a.) Premier Partner. The Parties are engaged in good faith
                                         negotiations to enter into a Premier Partner Agreement related to NASCAR’s Premier
                                         Partnership platform, which Agreement will detail the additional rights and assets to
                                         be delivered by Promoter to the Premier Partner sponsors beyond those assets already
                                         delivered pursuant to this Agreement. Such Premier Partner Agreement shall be negotiated
                                         and entered into simultaneously with this Agreement.25. Approval of Advertising and Sponsors.
                                         It is imperative that NEM events and industry sponsors reflect of the image of NASCAR
                                         as one of the world’s most successful and exciting sports entertainment properties
                                         and that fans feel comfortable and welcome attending or watching NEM events. Therefore,
                                         NEM reserves the right to approve or disapprove any advertising, sponsorship or similar
                                         agreement in connection with any Event. PROMOTER must submit to NEM for NEM’s reasonable
                                         pre-approval any and all Entitlement Sponsors. NEM shall be required to keep the identity
                                         of any such prospective Entitlement Sponsor prospect strictly confidential at all times,
                                         sharing the identity of any such prospective Entitlement Sponsor only with NEM or NASCAR
                                         personnel directly involved with the approval process, and provide such approval or disapproval
                                         in writing within three (3) business day after receipt by NEM of the submission by PROMOTER
                                         to NEM. NEM’s failure to respond shall be deemed an approval. PROMOTER shall make
                                         such submission in a timely fashion to NEM per Section 44, but not later than thirty
                                         (30) days prior to an Event unless PROMOTER’s agreement with such sponsor is only
                                         consummated within that time window. NEM confirms that only internal NEM or NASCAR personnel
                                         will be involved in the process of making the approval or disapproval determination.
                                         NEM’s approval shall not be unreasonably conditioned, delayed or withheld, and
                                         NEM further agrees that it will disapprove of a prospective Entitlement Sponsor only
                                         if such prospective Entitlement Sponsor’s brand has been tarnished by, controversy,
                                         crisis or circumstance such that its association with the Event or Events would damage
                                         the NASCAR brand or the image of the sport, or the Entitlement Sponsor’s brand
                                         would violate the network’s broadcast standards and practices or if, because, prospective
                                         sponsor’s brand has beenPage 19 of 28





     


     


    

 

tarnished
                                         by, controversy, crisis or circumstance it would damage the network’s ability to
                                         sell advertising for the live Event transmission(s).Previously approved sponsors shall
                                         continue to be deemed approved, unless, in NEM’s sole reasonable discretion, the
                                         Entitlement Sponsor’s brand has become tarnished by, controversy, crisis or circumstance
                                         such that its association with an Event would damage the NASCAR brand or the image of
                                         the sport, or the continued use of the Entitlement Sponsor’s brand would violate
                                         the network’s broadcast standards and practices or if, because the existing sponsor’s
                                         brand has now become tarnished by, controversy, crisis or circumstance it would now damage
                                         the network’s ability to sell advertising for the live Event transmission(s).NEM
                                         will work with all affected parties to mitigate the impact of a revocation of a previously
                                         approved Entitlement Sponsor including but not limited to, considering a modified sponsorship,
                                         considering the substitution of another brand owned by the Entitlement Sponsor, reconsidering
                                         the sponsorship at a time when the Entitlement Sponsor brand image has recovered or no
                                         longer violates the broadcaster’s standards and practices or damages their ability
                                         to sell advertising for the live Event transmission(s).The parties acknowledge that sponsorship
                                         is an important part of the sport. If PROMOTER believes a prospective or previously approved
                                         Entitlement Sponsor was denied or disapproved in error, PROMOTER may request reconsideration
                                         within three (3) business days of denial of an Entitlement Sponsor. A committee comprised
                                         of the President of NASCAR, the Executive Vice President and Chief Racing Development
                                         Officer and at least one other NASCAR Vice President or Senior Vice President shall review
                                         the prospective sponsorship and within three (3) additional business days in good faith
                                         reconsider whether the sponsorship is acceptable or whether with some reasonable modification
                                         the sponsorship could be rendered acceptable. However, NASCAR's determination, upon reconsideration,
                                         shall be final and in its sole reasonable discretion not to be unreasonably conditioned,
                                         delayed or withheld.PROMOTER acknowledges that the sale or use, for advertising purposes,
                                         of space at the Facility or in any publications distributed in connection with an Event
                                         is an action that could have an impact upon the existing sponsorships described in Section
                                         24 above, or on third parties who have entered into contracts or other agreements with
                                         NEM, NASCAR or NASCAR Rights Affiliates with respect to Live Transmission Rights or Ancillary
                                         Rights. PROMOTER shall seek written approval by NEM prior to such sale to or use by competitors
                                         of such sponsors or third parties, which NEM may provide or withhold in its sole discretion.In
                                         addition to the foregoing, PROMOTER and NEM shall endeavor to protect the images and
                                         brands of NASCAR, PROMOTER and the broadcast network partner during each Event. This
                                         includes without limitation using commercially reasonable efforts to ensure the removal
                                         of any images or content which are defamatory, obscene, or which NEM determines to be
                                         prejudicial or offensive to the general public under contemporary community standards,
                                         including but not limited to material that the broadcast network partner in good faith
                                         determines is inappropriate for exhibition to the viewing audience. PROMOTER shall use
                                         commercially reasonable efforts to ensure that the Event, including the public attending
                                         the Event and any others within the confines of the racetrack itself, complies with the
                                         foregoing as well as any other reasonable requests of NEM. Without limiting the foregoing,
                                         this includes flags, banners, and/or signs that display symbols, slogans, language or
                                         imagery which NEM, in good faith, deems to be inappropriate.26. Promotional Marketing
                                         Fund. Each year of the Term, PROMOTER will pay to NEM the amount described in Exhibit
                                         1 for marketing purposes (the “Promotional Marketing Fund”), which will be
                                         utilized by NEM or an Affiliate exclusively in marketing initiatives to promote the NASCAR
                                         series, and is incremental to and not a substitute for existing efforts by NEM or an
                                         Affiliate to market the NASCAR series. This Promotional Marketing Fund amount is exclusively
                                         marketing related, separate from the competition and officiating related NEM Event Fee,
                                         but is due and payable at the same time and under the same terms as the NEM Event Fee.
                                         NEM or an Affiliate shall create a proposed marketing plan for the promotion of the NASCAR
                                         series both nationally and regionally. Prior to implementation, NEM will share and seek
                                         input from PROMOTER regarding the marketing plan. Following execution, PROMOTER shall
                                         provide feedback and marketing information sufficient for NEM to determine the efficacy
                                         of the plan and share the results of the plan with PROMOTER. NEM will continue its broad
                                         based effortsPage 20 of 28





     


     


    

 

marketing
                                         and promoting the NASCAR series on a national and regional basis. This Promotional Marketing
                                         Fund shall be incremental to and not a substitute for PROMOTER’s current marketing
                                         efforts in promoting the Event.27. Strategy to Continue to Elevate the Events. As stated
                                         in the Recitals, PROMOTER and NEM are desirous of continuing to enhance and elevate the
                                         stature of the Series, as well as the individual events that are a part of the Series.
                                         Among other things, this includes how the Series is presented at each event, how events
                                         are perceived by fans and stakeholders, and how events individually and collectively
                                         measure up against comparable world-class sports events.a. Event Standards. Accordingly,
                                         beginning as soon as feasible after the execution of this Agreement, PROMOTER and NEM
                                         will work together to develop an agreed-upon strategy to continue to elevate the Events
                                         under this Agreement during the Term including, but not limited to:a) Establishing Series-wide
                                         and Event-specific criteria relative to: i) the spectator fan experience; ii) those portions
                                         of the events experienced by remote viewers; iii) the promotion of the events; iv) and
                                         the stature of the events; b) Establishing quantifiable processes for benchmarking and
                                         gauging the progress, success and compliance with the criteria; c) Reviewing and updating
                                         the criteria on a routine basis, and as needed; d) Determining appropriate methods for
                                         rectifying any shortfalls or deficiencies.Among other things, timely development of and
                                         PROMOTER conformance with the agreed-upon strategy will be a consideration regarding
                                         possible future sanctions after the Term.b. Minimum Attendance. Promoter will use best
                                         efforts to promote the event in a manner intended to achieve a sell out the Event. Promoter
                                         will use best efforts to ensure a minimum spectator attendance in grandstand seating
                                         during the NASCAR Cup Race portion of the Competition of at least seventy percent (70%)
                                         of Capacity of the Facility. The Capacity as used herein shall mean the overall number
                                         of seats within the grandstand seating area present in the Facility on the day of the
                                         NASCAR Cup race portion of the Competition, excluding seats that have been concealed,
                                         bannered or otherwise covered (the “Capacity”). Any seats or stands not included
                                         as part of the Capacity for the Event must be covered, removed or concealed in a first-class
                                         manner reasonably acceptable to NEM and the broadcast partner. Social zones, viewing
                                         platforms or other general areas without permanent seats, and enclosed suites will not
                                         count in calculating a Facility’s Capacity. Such Capacity utilization rate is subject
                                         to force majeure events that legitimately impact the Event attendance. Within fifteen
                                         (15) business days following the Event, Promoter will provide NEM with a ticket report
                                         or manifest, certified by a corporate officer of Promoter, showing the number of tickets
                                         scanned for the Event, the number of tickets sold or distributed for the Event and the
                                         Capacity for the Event. Such report will exclude ticket revenues for such Event. NEM
                                         agrees all such attendance reports provided by Promoter shall remain confidential and
                                         shall not be shared with any third-party without the written consent of Promoter.c. Promoters
                                         Council. To help develop standards, strategies and tactics that enhance and elevate the
                                         stature of the Series, NEM will host a Promoters Council which will meet periodically
                                         each year. Whether or not PROMOTER is selected to serve on the Promoters Council during
                                         the Term, NEM nonetheless welcomes PROMOTER’s input on Series enhancements.TRANSMISSION
                                         RIGHTS28. Ownership of Live Transmission Rights and Ancillary Rights. PROMOTER acknowledges
                                         that NASCAR, exclusively and in perpetuity owns the Live Transmission Rights and Ancillary
                                         Rights with respect to the Competitions. In addition, to the extent not already owned
                                         by NASCAR, PROMOTER hereby assigns to NEM exclusively and in perpetuity any and all rights
                                         to transmit, film, tape, capture, overhear, photograph, collect or record by any means,
                                         process, medium or device, whether or not currently in existence, all images, sounds
                                         and data arisingPage 21 of 28





     


     


    

 

from
                                         or during the Events and agrees that NEM shall further assign, exclusively and in perpetuity,
                                         to NASCAR all right, title and interest in and to the Live Transmission Rights and the
                                         Ancillary Rights and any other works, copyrightable or otherwise, created from the images,
                                         sounds and data arising from or during the Events, and that NASCAR shall be the sole
                                         and ultimate owner thereto. PROMOTER represents and warrants that as of the Effective
                                         Date of this Agreement, it has not granted to any third party the rights granted in the
                                         immediately prior sentence, including but not limited to rights relating to the Internet
                                         or World Wide Web, unless otherwise expressly disclosed in writing to NEM prior to the
                                         Effective Date of this Agreement. PROMOTER shall take all steps reasonably necessary,
                                         and all steps reasonably requested by NEM, to protect, perfect or effectuate NASCAR's
                                         ownership or other interest in the rights that are the subject of this Section. Without
                                         limiting the foregoing, PROMOTER will include (a) the transmission rights language for
                                         tickets specified in Exhibit 5 of this Agreement on all Event admission materials including
                                         without limitation tickets, suite passes and credentials, and (b) the transmission rights
                                         language for ticket- related material specified in Exhibit 5 of this Agreement on all
                                         renewal forms, ticket brochures and related material distributed to recipients of such
                                         admission materials. PROMOTER may obtain from NEM or a NASCAR Rights Affiliate, without
                                         charge to the PROMOTER, images, sounds or data that are the subject of this Section,
                                         but only for the purpose of publicity, promotion or advertising of each Event, and only
                                         to the extent determined by NEM to be reasonably required for such purpose.29. Exploitation
                                         of Live Transmission Rights and Ancillary Rights. NASCAR may, but shall not be obligated
                                         to, exploit Live Transmission Rights and Ancillary Rights. If and to the extent NASCAR
                                         decides to exploit such rights, it may form or cause to be formed one or more NASCAR
                                         Rights Affiliates and it may assign some or all of the rights owned by or granted to
                                         it pursuant to Section 28 to the extent determined by NASCAR to be reasonably necessary
                                         to permit such exploitation. NASCAR or such NASCAR Rights Affiliates may further assign,
                                         grant, sell, license, lease or otherwise transfer such rights, either alone or in combination
                                         with other similar rights, combine Live Transmission Rights and Ancillary Rights with
                                         other similar rights obtained from other promoters, Competitors, sponsors, NEM, transmitters,
                                         broadcasters or other third parties, enter into agreements of any kind with respect to
                                         any part or all of such rights, including without limitation agreements with or between
                                         NASCAR and other NASCAR Rights Affiliates, PROMOTER, or third parties, and generally
                                         take such action as they may determine to be appropriate. Subject only to the obligation
                                         imposed on NASCAR by the immediately succeeding sentence in this Section, NASCAR may
                                         license, assign, or otherwise transfer rights in or to any NASCAR Intellectual Property
                                         for a commercially reasonable rate to one or more NASCAR Rights Affiliates, but any income
                                         or revenue received or generated by NASCAR as a result of such a transaction shall be
                                         solely for the account of NASCAR or its assignee and shall not be subject to payment
                                         to the PROMOTER or any other person or entity under the terms of this Agreement. NASCAR
                                         shall license, assign, or otherwise transfer rights in or to any NASCAR Intellectual
                                         Property, without fee, to one or more NASCAR Rights Affiliates to the extent determined
                                         by such Affiliates to be reasonably necessary to permit them to exploit Live Transmission
                                         Rights.a) Percentage for Live Transmission Income and Ancillary Rights Net Income before
                                         Industry Expenses and After Income Tax Provision. The percentage set forth in Exhibit
                                         1 for Live Transmission Income and Net Income before Industry Expenses and after Income
                                         Tax Provision was developed by NEM based upon the assumption that all scheduled NASCAR
                                         Cup Series Events in a given calendar year will take place and the PROMOTERS of all such
                                         Events during that year will be entitled to their respective percentage allocations.
                                         If one or more PROMOTERS are not entitled to Live Transmission Income and Ancillary Rights
                                         Net Income before Industry Expenses and after Income Tax Provision during that year with
                                         respect to one or more Events pursuant to such PROMOTER's Sanction Agreement(s) (for
                                         example, because a Competition was not commenced and officially completed) or if one
                                         or more events are added to the schedule for that calendar year, then this percentage
                                         for PROMOTER shall be recalculated by dividing it by the aggregate of the percentages
                                         attributed by NEM to all other NASCAR Cup Series events for which PROMOTERS are entitled
                                         to Live Transmission Income and Ancillary Rights Net Income before Industry Expenses
                                         and after Income Tax Provision. PROMOTERS of all such Events will be entitled to their
                                         respective percentage allocations. In all cases, the percentages attributed by NEM to
                                         all NASCAR Cup Series events in a given calendar year shall be adjusted pro rata to equal
                                         a total of 100%. Notwithstanding the above, if PROMOTER’s share of Event Transmission
                                         Income is reduced due to a breach of Section 25 regarding Entitlement Sponsors, then
                                         the recalculation described above shall not apply to other Promoters.30. Payment of Live
                                         Transmission Income. On or before ten (10) business days after the Event is completed,
                                         NEM shall cause the NASCAR Rights Affiliate(s) engaged in the exploitation of Live Transmission
                                         Rights to pay, twenty-five percent (25%) of Event Transmission Income specific to that
                                         Event to NEM or its designatedPage 22 of 28





     


     


    

 

affiliate,
                                         acting as Paying Agent, for distribution to the Competitors as part of the purse for
                                         that Event. On or before thirty (30) calendar days after that Event, NEM shall cause
                                         the NASCAR Rights Affiliate(s) to pay sixty-five percent (65%) of Event Transmission
                                         Income specific to that Event to PROMOTER. Notwithstanding the foregoing:a) PROMOTER
                                         has no right to Event Transmission Income specific to that Event if the Competition is
                                         not commenced and officially completed (as determined in accordance with the Rule Book).b)
                                         If, for any reason, the Live Transmission Income to be received by NEM or the NASCAR
                                         Rights Affiliate(s) is reduced in whole or in part, or if NEM or the NASCAR Rights Affiliate(s)
                                         becomes obligated to repay any portion of Live Transmission Income, the NASCAR Rights
                                         Affiliate's obligation to make the payments otherwise required by this Section shall
                                         be reduced by an amount calculated by multiplying the reduction or repayment by the percentage
                                         set forth in Exhibit 1. If payment of the PROMOTER’s share of Live Transmission
                                         Income had been made to PROMOTER prior to the determination of a reduction in, or an
                                         obligation to repay a portion of, Live Transmission Income, then PROMOTER shall be obligated
                                         to repay NEM or the NASCAR Rights Affiliate(s) a prorated share in accordance with the
                                         percentage set forth in Exhibit 1 within thirty (30) calendar days after notification
                                         by NEM. If, for any reason, receipt of the Live Transmission Income to be received by
                                         NEM or the NASCAR Rights Affiliate(s) is delayed in whole or in part, the payments stipulated
                                         in this Section will correspondingly be delayed, but only to the extent of the original
                                         delay in receipt.NASCAR shall receive the NASCAR Television Retention (ten percent (10%)
                                         of Event Transmission Income) for each Event for its own account.31. Payment of Ancillary
                                         Rights Net Income before Industry Expenses and after Income Tax Provision. NEM will cause
                                         the NASCAR Rights Affiliate(s) engaged in the exploitation of Ancillary Rights to distribute
                                         Ancillary Rights Net Income before Industry Expenses and after Income Tax Provision as
                                         follows:a) Timing. On or before April 30th following the end of the calendar year during
                                         which an Event is held, the NASCAR Rights Affiliate(s) shall determine the total amount
                                         of Ancillary Rights Net Income before Industry Expenses and after Income Tax Provision,
                                         if any, earned by it during that calendar year. Within thirty (30) calendar days after
                                         such determination, the NASCAR Rights Affiliate(s) shall distribute such Ancillary Rights
                                         Net Income before Industry Expenses and after Income Tax Provision (if any) pursuant
                                         to the formula set forth in subsection 31.b) below, provided that any losses from either
                                         ancillary rights category (Primary Ancillary Rights Net Income before Industry Expenses
                                         and after Income Tax Provision or Secondary Ancillary Rights Net Income before Industry
                                         Expenses and after Income Tax Provision) shall carry over from year to year against the
                                         same ancillary category and NEM shall have the right to withhold any future payments
                                         from such category of ancillary rights that would otherwise be due under this Agreement
                                         to recover PROMOTER’s share of such loss. Notwithstanding the foregoing, PROMOTER
                                         has no right to Event Primary Ancillary Rights Net Income before Industry Expenses and
                                         after Income Tax Provision or Event Secondary Ancillary Rights Net Income before Industry
                                         Expenses and after Income Tax Provision if there is an Event of Default giving rise to
                                         the termination of this sanction or the withholding of payments in accordance with Section
                                         34, or if the Competition is not commenced and officially completed (as determined in
                                         accordance with the Rule Book), unless the sole reason that an Event is not commenced
                                         and officially completed is a strike, war, declaration of a state of national emergency,
                                         or an act of God or the public enemy or other circumstances beyond the control of PROMOTER.
                                         b) Allocations:i) Primary Ancillary Rights. The NASCAR Rights Affiliate(s) shall pay:
                                         (i) twenty-five percent (25%) of Primary Ancillary Rights Net Income before Industry
                                         Expenses and after Income Tax Provision relative to the specific calendar year to NEM
                                         or its designated affiliate for distribution in programs designed for the benefit of
                                         Competitors, as NEM may determine from time to time and (ii) sixty-five percent (65%)
                                         of Event Primary Ancillary Rights Net IncomePage 23 of 28





     


     


    

 

before
                                         Industry Expenses and after Income Tax Provision relative to the specific calendar year
                                         to PROMOTER. NASCAR shall receive the remaining ten percent (10%) of Primary Ancillary
                                         Rights Net Income before Industry Expenses and after Income Tax Provision relative to
                                         the specific calendar year for its own account.ii) Secondary Ancillary Rights. The NASCAR
                                         Rights Affiliate(s) shall pay: (i) sixty percent (60%) of Secondary Ancillary Rights
                                         Net Income before Industry Expenses and after Income Tax Provision relative to the specific
                                         calendar year to NEM or its designated affiliate for distribution in programs designed
                                         for the benefit of Competitors, as NEM may determine from time to time and (ii) thirty
                                         percent (30%) of Event Secondary Ancillary Rights Net Income before Industry Expenses
                                         and after Income Tax Provision relative to the specific calendar year to PROMOTER. NASCAR
                                         shall receive the remaining ten percent (10%) of Secondary Ancillary Rights Net Income
                                         before Industry Expenses and after Income Tax Provision relative to the specific calendar
                                         year for its own account.32. Maintenance of and Access to Contracts and Other Books and
                                         Records. Each NASCAR Rights Affiliate will maintain for a period of four (4) years from
                                         the date of an Event (a) true and complete copies of any written Live Transmission Rights
                                         Contract relating to that Event and/or any Ancillary Rights Contract generating Event
                                         Primary Ancillary Rights Net Income or Event Secondary Ancillary Rights Net Income relative
                                         to that Event, (b) such books and records as are commercially reasonable for the purpose
                                         of auditing its Live Transmission Income and Net Ancillary Rights Income before Industry
                                         Expenses and after Income Tax Provision earned during the calendar year in which an Event
                                         is held. Each NASCAR Rights Affiliate will permit PROMOTER or its authorized agent to
                                         inspect and audit any or all such contracts, books and records, wherever they may be
                                         located or at any other mutually agreeable location, but only upon reasonable notice
                                         and at such reasonable times as determined by the NASCAR Rights Affiliate, and only at
                                         the business premises of the NASCAR Rights Affiliate where they are located, and subject
                                         at all times to Section 39 (relating to confidentiality and proprietary information).33.
                                         Limitation of Liability. NASCAR and the NASCAR Rights Affiliate(s) shall be solely responsible
                                         for, and shall have complete discretion with respect to, the manner, extent and timing
                                         of any license, assignment, transfer or other use or exploitation of Live Transmission
                                         Rights and Ancillary Rights, either through independent third parties, NASCAR Rights
                                         Affiliate(s) or otherwise. NASCAR, NEM, and the NASCAR Rights Affiliate(s) shall have
                                         no liability to PROMOTER with respect to such activities or the amount of Live Transmission
                                         Income or Ancillary Rights Net Income before Industry Expenses and after Income Tax Provision
                                         arising out of or generated by such activities. PROMOTER hereby promises and covenants
                                         not to assert any claim or file any suit or other legal action against NASCAR, NEM or
                                         any NASCAR Rights Affiliate on the ground that it or they have failed in any way, material
                                         or otherwise, to exploit, maximize or earn profits of any kind or amount with respect
                                         to Live Transmission Rights or Ancillary Rights.GENERAL PROVISIONS34. Events of Default.
                                         For purposes of this Agreement, "Event of Default" means:a) Failure of PROMOTER to abide
                                         by the material provisions of this Agreement or the Rule Book;b) Failure of PROMOTER
                                         to take such actions, or refrain from taking actions, as reasonably may be requested
                                         by NEM in accordance with this Agreement;c) Any act, omission or condition expressly
                                         described in this Agreement as giving NEM the right to terminate this Agreement or the
                                         sanction granted by this Agreement;d) A change, material or otherwise, in the ownership,
                                         control or management of PROMOTER;Page 24 of 28





     


     


    

 

e)
                                         A statement by PROMOTER that it is not or will not be able to pay its debts as they become
                                         due; an application or agreement by PROMOTER for the appointment of a receiver or trustee
                                         in liquidation; a general assignment by PROMOTER for the benefit of creditors; the filing
                                         by PROMOTER of a voluntary petition in bankruptcy or a petition seeking reorganization
                                         or an arrangement of creditors under any bankruptcy law; the filing by another person
                                         or entity of a petition under any bankruptcy law that makes PROMOTER a party; or the
                                         adjudication of PROMOTER as bankrupt under any bankruptcy law;f) Activity by PROMOTER
                                         of any kind that NEM determines to be detrimental to the sport, to NEM, or to NASCAR.g)
                                         Failure to provide financial guarantees, if required, as follows: if NEM becomes aware,
                                         through any means, of a possible change in the PROMOTER’s affairs which might reasonably
                                         be determined to have a material adverse effect on the organization or conduct of one
                                         or more Events including, but not limited to, the withdrawal or reduction of major Event
                                         sponsorship(s), delinquencies or defaults by PROMOTER in payments to NEM or other entities,
                                         litigation relative to one or more Events, PROMOTER or the Facility, failure of PROMOTER
                                         to perform under similar agreements with NEM or third parties for other events, and so
                                         on, then NEM may require PROMOTER to take whatever action that NEM determines is necessary
                                         to insure the successful organization and conduct of one or more Events. Such action
                                         may include, but is not limited to, posting a bond, providing an irrevocable letter of
                                         credit, and/or providing a financial instrument or mechanism sufficient to guarantee,
                                         in NEM’s reasonable discretion, that all financial obligations of the PROMOTER
                                         relative to one or more Events can be met.h) Any act, omission or condition expressly
                                         described in this Agreement as an Event of Default.If there is an Event of Default, at
                                         its option NEM may demand that PROMOTER cure any failure or breach giving rise to the
                                         Event of Default or terminate this Agreement or the sanction granted by this Agreement,
                                         and/or NEM may withhold from any payments due to PROMOTER under this Agreement an amount
                                         reasonably calculated to hold harmless NASCAR, NEM, NASCAR Rights Affiliate(s), sponsors,
                                         Competitors, Officials, persons or entities contracting with NASCAR, NEM or NASCAR Rights
                                         Affiliate(s), with respect to Live Transmission Rights or Ancillary Rights, and other
                                         persons or entities involved in one or more Events, from any loss resulting from the
                                         Event of Default. NEM’s determination as to such amount is binding on PROMOTER.
                                         NEM shall notify PROMOTER in writing of its decision to terminate and/or to withhold
                                         payments. If this Agreement or the sanction granted by this Agreement is terminated,
                                         such termination shall be effective as of the date the notice was sent by NEM or at such
                                         later date as may be specified by NEM in the notice. PROMOTER shall promptly comply with
                                         all monetary obligations that have accrued as of the effective date of termination, and
                                         all other terms and conditions of this Agreement shall survive such termination. Nothing
                                         in this Section shall be construed to limit NEM’s or NASCAR’s other rights
                                         or remedies, or to preclude NEM or NASCAR from enforcing such rights or pursuing such
                                         remedies to the fullest extent possible.35. Assignment.Neither party may assign its rights
                                         or delegate its obligations under this Agreement without the prior written consent of
                                         the other party. For the avoidance of doubt, for purposes of the preceding sentence,
                                         neither (x) a conversion of a party hereto into a different form of business entity pursuant
                                         to applicable law nor (y) a forward merger of a party hereto into an affiliate occurring
                                         in connection with an internal corporate restructuring of entities within an existing
                                         corporate group, nor (z) an assignment to an entity under common control with NEM or
                                         Promoter, in any such case, will constitute an assignment with respect to such party.36.
                                         Determinations by NEM. Except where expressly stated otherwise, whenever this Agreement
                                         provides or permits NEM to make a determination regarding a matter, NEM may make such
                                         determination in its sole judgment and discretion, and such determination may not be
                                         challenged, amended, voided or nullified on the ground that it was incorrect or unreasonable.Page
                                         25 of 28





     


     


    

 

37.
                                         Limited Application. This Agreement and the sanction granted herein relate solely to
                                         the Events and the dates set forth in Exhibit 1 to this Agreement or, if applicable,
                                         to one or more Event dates adjusted or postponed by NEM in accordance with this Agreement.
                                         Nothing in this Agreement, or in the course of dealing between the parties, will be construed
                                         to require PROMOTER or NEM to enter into a sanction agreement or to issue a sanction
                                         for one or more Events or any other event in the future.38. Disclaimer of Warranty. NEM
                                         (on behalf of itself, NASCAR, and each and every NASCAR Rights Affiliate, whether existing
                                         now or created hereafter) does not warrant, either expressly or by implication, nor is
                                         it responsible for, the financial or other success of any Event, the number or identity
                                         of sponsors, the number or identity of vehicles or Competitors participating in any Event,
                                         the adequacy of the services it provides, the suitability of the Facility for an Event,
                                         the safety of the public, the Competitors or any other person entering the Facility in
                                         connection with an Event, the financial return from the exploitation of Live Transmission
                                         Rights or Ancillary Rights, or any other matter not expressly agreed to or warranted
                                         by NEM herein.39. Proprietary Information; Confidentiality. PROMOTER acknowledges that
                                         (i) this Agreement, (ii) any technical, business or financial information or documents
                                         used, provided or disclosed by NEM or any NASCAR Rights Affiliate in connection therewith
                                         or pursuant thereto, (iii) customer lists of any kind or nature used, provided or disclosed
                                         by NEM or any NASCAR Rights Affiliate, (iv) the manner in which NEM or any NASCAR Rights
                                         Affiliate engages in the exploitation of Live Transmission Rights or Ancillary Rights,
                                         (v) the manner in which NEM conducts and controls the Competitions, (vi) the manner in
                                         which NEM promotes the Events, the series of which an Event is a part, and the sport
                                         of stock car racing in general, and (vii) the manner in which NASCAR and/or NEM forms,
                                         promotes and maintains relationships with sponsors, Competitors, Officials, other promoters,
                                         fans and other third parties involved in an Event (collectively "NEM Proprietary Information"),
                                         constitutes information that is proprietary to NASCAR, NEM and/or the NASCAR Rights Affiliate(s)
                                         and may not be used by PROMOTER except in connection with the performance of PROMOTER's
                                         duties under this Agreement. Except for that purpose, PROMOTER shall at all times and
                                         forever maintain NEM Proprietary Information in a confidential manner and shall not disclose
                                         it or use it on behalf of itself or any third party unless it is in the public domain
                                         as a result of an act or omission caused by a person or entity other than PROMOTER. PROMOTER
                                         acknowledges that any unauthorized use or disclosure of NEM Proprietary Information that
                                         is in violation of this Section, or other violation or threatened violation of this Section,
                                         could cause irreparable damage to NASCAR, NEM, and/or the NASCAR Rights Affiliate(s)
                                         and, therefore, that NASCAR, NEM, and/or the NASCAR Rights Affiliate(s) shall be entitled
                                         to an injunction prohibiting PROMOTER or any related party from engaging in such violation
                                         and to attorney's fees and costs for having to bring any action to enforce this Section.40.
                                         No Joint Venture. Nothing in this Agreement will be construed to place NASCAR, NEM, or
                                         NASCAR Rights Affiliate(s) in the relationship of a partner or joint venturer with PROMOTER.
                                         Neither party may, or has power to, obligate or bind the other party in any manner other
                                         than as provided expressly in this Agreement.41. Indemnification; Repayment. PROMOTER
                                         shall indemnify and hold NASCAR, NEM and all NASCAR Rights Affiliates and NEM additional
                                         insureds (as specified in subsection 20.a.) harmless from any and all claims, allegations,
                                         demands, obligations, suits, actions, causes of action, proceedings, rights, damages,
                                         and costs of any nature arising out of each Event or this Agreement, unless such claim,
                                         allegation, demand, obligation, suit, action, cause of action, proceeding, right, damage
                                         or cost arises solely out of the negligent act or negligent omission of NASCAR, NEM,
                                         or any NASCAR Rights Affiliate or any NEM additional insureds. With respect to any matter
                                         falling within the scope of PROMOTER's obligation to defend and hold NASCAR, NEM, NEM
                                         additional insureds and the NASCAR Rights Affiliates harmless, NASCAR, NEM and the NASCAR
                                         Rights Affiliate and NEM additional insureds shall be entitled to select counsel to represent
                                         it in such matter at PROMOTER's expense, and that counsel's duties and obligations in
                                         all respects shall be solely to NASCAR, NEM, and to the NASCAR Rights Affiliate(s) and
                                         to the NEM additional insureds.42. Recovery of Attorney's Fees. In the event of litigation
                                         arising out of the enforcement of this Agreement or its terms and conditions, attorney's
                                         fees and costs shall be awarded to the prevailing party.43. Representation Regarding
                                         Ownership of Facility. PROMOTER represents and warrants that, during the calendar years
                                         in which the Events are conducted and at all other times material to this Agreement,
                                         with respectPage 26 of 28





     


     


    

 

to
                                         the Facility and the material assets thereof, either it holds, and will hold at all times
                                         relevant to each Event: (i) good and marketable title; or (ii) a valid and binding leasehold
                                         or other contractual interest for the management and operation of the Facility. PROMOTER
                                         represents and warrants that it is the direct owner or lessee of the material assets
                                         (other than real estate) of the Facility and no material assets (other than real estate)
                                         of the Facility are owned or leased through a subsidiary, affiliate, parent corporation,
                                         sister corporation or, in the case of an individual, a family member of the PROMOTER.
                                         In the event PROMOTER is not able to make such representations and warranties as set
                                         forth above, then that entity which can make such representations and warranties must
                                         execute the Guaranty Agreement attached hereto as Exhibit 6.44. Notice. Unless otherwise
                                         permitted herein, notice required by the Agreement shall be given by email and by overnight
                                         mail or other express service, postage prepaid, addressed as follows:TO NEM: NASCAR Event
                                         Management, LLC International Motorsports Center One Daytona Boulevard Daytona Beach,
                                         FL 32114Attention: Steve O’Donnell Email: sodonnell@nascar.com With a copy to:
                                         W. Garrett Crotty, Esq. (at the same location)Email: gcrotty@nascar.comRequests for NEM
                                         approval and/or consent (including but not limited to Entitlement Sponsor), notification
                                         of planned improvements or alterations to the Facility, and information the PROMOTER
                                         must provide to NEM per this Agreement to: sponsorapproval@nascar.com or send overnight
                                         mail to NEM address listed above.TO PROMOTER: The Address set forth in Exhibit 1 to this
                                         Agreement45. Notification Change. Either party may change the person(s) or location(s)
                                         to which notice must be given pursuant to Section 44, by providing written notice to
                                         the other party in accordance herewith.46. Entire Agreement; Amendments. This Agreement,
                                         including Exhibits 1 through 7 hereto, constitutes the entire agreement between NEM and
                                         PROMOTER. All previous communications and negotiations between NEM and PROMOTER, whether
                                         oral or written, not contained herein are hereby withdrawn and void. This Agreement may
                                         not be amended except in writing and signed by both parties.47. Agreement Binding on
                                         Heirs, Successors and Assigns. The rights and obligations contained in this Agreement
                                         shall bind, and inure to the benefit of, the parties and their respective successors
                                         and permitted assigns.48. Governing Law. This Agreement shall be governed by and construed
                                         according to the laws of Florida applicable to agreements made and to be performed therein
                                         (without giving effect to the conflict of law provisions of such jurisdiction).49. Jurisdiction.
                                         With respect to any litigation between the parties arising out of, or relating in any
                                         way to, the business relationship between the parties, including but not limited to any
                                         Event, the Agreement, or any proposedPage 27 of 28





     


     


    

 

business
                                         relationship between the parties, venue shall lie solely in a state court sitting in
                                         Volusia County, Florida, or the United States District Court for the Middle District
                                         of Florida, Orlando Division if in a case of exclusive federal jurisdiction, and all
                                         parties hereto consent to service of process by, and the jurisdiction of, those courts.50.
                                         Existing Sanction Agreement. Nothing herein shall be deemed to amend or modify the existing
                                         Sanction Agreement for the Series for other years between Promoter and NEM, and such
                                         Sanction Agreement shall remain in full force and effect in accordance with its terms
                                         and conditions.IN WITNESS WHEREOF, this Agreement has been read and signed by the duly
                                         authorized representative of each party, on the dates set forth below.Nashville Speedway,
                                         USA, Inc. A Tennessee Corporation PROMOTER BY:Date: 6/2/2020 /s/ Denis McGlynn SignaturePrint
                                         Name: Denis McGlynnTitle: President and Chairman of the BoardNASCAR Event Management,
                                         LLC BY:Date: 6/2/2020 /s/ Stev e O’D on nell SignaturePrint Name: Steve O’Don
                                         ne llTitle: EVP and Chief Racing Development OfficerPage 28 of 28