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EXHIBIT
4.8




REGISTRATION RIGHTS AGREEMENT




                    This Registration Rights Agreement (this “Agreement”) is made and entered into as of
May___, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation (the “Company”),
and the purchasers listed on Schedule I hereto (the “Purchasers”).



                    This Agreement is being entered into pursuant to the Series D Convertible Preferred Stock
Purchase Agreement dated as of the date hereof among the Company and the Purchasers (the
“Purchase Agreement”).



                    The Company and the Purchasers hereby agree as follows:



          1.      Definitions.



                    Capitalized terms used and not otherwise defined herein shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the
following meanings:



                    “Advice” shall have meaning set forth in Section 3(m).



                    “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls or is controlled by or under common control with such Person. For the purposes
of this definition, “control,” when used with respect to any Person, means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise; and the
terms of “affiliated,” “controlling” and “controlled” have meanings
correlative to the foregoing.



                    “Board” shall have meaning set forth in Section 3(n).



                    “Business Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the state of New York generally are
authorized or required by law or other government actions to close.



                    “Closing Date” means the date of the closing of the purchase and sale of the Preferred
Stock and Warrants pursuant to the Purchase Agreement.



                    “Commission” means the Securities and Exchange Commission.



                    “Common Stock” means the Company’s Common Stock, par value $.0001 per share.



                    “Effectiveness Date” means with respect to the Registration Statement the earlier of
the ninetieth (90th) day following the Filing Date or the date which is within three (3)
Business Days of the date on which the Commission informs the Company (i) that the Commission will
not review the Registration Statement or (ii) that the Company may request the acceleration of the
effectiveness of the Registration Statement and the Company makes such request; provided
that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be
a legal



 









 







holiday or a day on which the Commission is authorized or required by law or other government
actions to close, the Effectiveness Date shall be the following Business Day.



                    “Effectiveness Period” shall have the meaning set forth in Section 2.



                    “Event” shall have the meaning set forth in Section 7(e).



                    “Event Date” shall have the meaning set forth in Section 7(e).



                    “Exchange Act” means the Securities Exchange Act of 1934, as amended.



                    “Filing Date” means the fifteenth (15th) day following the filing of the
Company’s Form 10-QSB for the fiscal quarter ended March 31, 2006, but in no event later than May
30, 2006; provided that, if the Filing Date falls on a Saturday, Sunday or any
other day which shall be a legal holiday or a day on which the Commission is authorized or required
by law or other government actions to close, the Effectiveness Date shall be the following Business
Day.



                    “Holder” or “Holders” means the holder or holders, as the case may be, from
time to time of Registrable Securities.



                    “Indemnified Party” shall have the meaning set forth in Section 5(c).



                    “Indemnifying Party” shall have the meaning set forth in Section 5(c).



                    “Losses” shall have the meaning set forth in Section 5(a).



                    “Person” means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of any kind.



                    “Preferred Stock” means the Series D Convertible Preferred Stock, par value $.01 per
share and stated value $3,000 per share, of the Company issued to the Purchasers pursuant to the
Purchase Agreement.



                    “Proceeding” means an action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or threatened.



                    “Prospectus” means the prospectus included in the Registration Statement (including,
without limitation, a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration
Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference in such Prospectus.



                    “Registrable Securities means a number of shares of Common Stock equal to one hundred
twenty percent (120%) of (i) the number of shares of Common Stock issuable upon



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conversion of the Preferred Stock and any dividends payable thereon, (ii) the number of shares
of Common Stock issuable upon exercise of the Warrants and (iii) any capital stock of the Company
issued or issuable, with respect to the Common Stock issuable upon conversion of the Preferred
Stock, the Preferred Stock, the Common Stock issuable upon exercise of the Warrants or the Warrants
as a result of any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitations on conversions of the Preferred Stock or exercise of
the Warrants.



                    “Registration Statement” means the registration statements and any additional
registration statements contemplated by Section 2, including (in each case) the Prospectus,
amendments and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference in such
registration statement.



                    “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



                    “Rule 158” means Rule 158 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



                    “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



                    “Securities Act” means the Securities Act of 1933, as amended.



                    “Special Counsel” means Kramer Levin Naftalis & Frankel LLP, for which the Holders
will be reimbursed by the Company pursuant to Section 4.



     2.      Resale Registration.



                    On or prior to the Filing Date the Company shall prepare and file with the Commission a
“resale” Registration Statement covering all Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if
the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in
which case such registration shall be on another appropriate form in accordance herewith). The
Company shall (i) not permit any securities other than the Registrable Securities and the
securities listed on Schedule II hereto to be included in the Registration Statement and
(ii) use its best efforts to cause the Registration Statement to be declared effective under the
Securities Act as promptly as possible after the filing thereof, but in any event prior to the
Effectiveness Date, and to keep such Registration Statement continuously effective under the
Securities Act until such date as is the earlier of (x) the date when all Registrable Securities
covered by such Registration Statement have been sold or (y) the date on which the Registrable
Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel
to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to
such effect (the “Effectiveness Period”). If at any time and for any reason, an additional
Registration Statement is required to be filed because at such time the



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actual number of shares of Common Stock into which the Preferred Stock is convertible and the
Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the
Registration Statement, the Company shall have twenty (20) Business Days to file such additional
Registration Statement, and the Company shall use its best efforts to cause such additional
Registration Statement to be declared effective by the Commission as soon as possible, but in no
event later than sixty (60) days after filing.



          3.      Registration Procedures.



                    In connection with the Company’s registration obligations hereunder, the Company shall:



                    (a)      Prepare and file with the Commission, on or prior to the Filing Date, a Registration
Statement on Form SB-2 (or if the Company is not then eligible to register for resale the
Registrable Securities on Form SB-2 such registration shall be on another appropriate form in
accordance herewith) in accordance with the plan of distribution as set forth on Exhibit A
hereto and in accordance with applicable law, and cause the Registration Statement to become
effective and remain effective as provided herein; provided, however, that not less
than five (5) Business Days prior to the filing of the Registration Statement or any related
Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders and
any Special Counsel, copies of all such documents proposed to be filed, which documents will be
subject to the review of such Holders and such Special Counsel, and (ii) cause its officers and
directors, counsel and independent certified public accountants to respond to such inquiries as
shall be necessary, in the reasonable opinion of the Holders or Special Counsel, to conduct a
reasonable review of such documents. The Company shall not file the Registration Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the
Registrable Securities or any Special Counsel shall reasonably object in writing within three (3)
Business Days of their receipt thereof.



                    (b)      (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later
than ten (10) Business Days, to any comments received from the Commission with respect to the
Registration Statement or any amendment thereto and as promptly as possible provide the Holders
true and complete copies of all correspondence from and to the Commission relating to the
Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act
within two (2) Business Days of the Registration Statement being declared effective by the
Commission; and (v) comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the disposition of all Registrable Securities covered by the
Registration Statement during the Effectiveness Period in accordance with the intended methods of
disposition by the Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.



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                    (c)      Notify the Holders of Registrable Securities and any Special Counsel as promptly as
possible (and, in the case of (i)(A) below, not less than three (3) days prior to such filing) and
(if requested by any such Person) confirm such notice in writing no later than two (2) Business
Days following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to the Registration Statement is filed; (B) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement and (C) with respect to the Registration
Statement or any post-effective amendment, when the same has become effective; (ii) of any request
by the Commission or any other Federal or state governmental authority for amendments or
supplements to the Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation or threatening of any
Proceedings for that purpose; (iv) if at any time any of the representations and warranties of the
Company contained in any agreement contemplated hereby ceases to be true and correct in all
material respects; (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation of any Proceeding for such purpose; and
(vi) of the occurrence of any event that makes any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in
any material respect or that requires any revisions to the Registration Statement, Prospectus or
other documents so that, in the case of the Registration Statement or the Prospectus, as the case
may be, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



                    (d)      Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, as
promptly as possible, (i) any order suspending the effectiveness of the Registration Statement or
(ii) any suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction.



                    (e)      If requested by the Holders of a majority in interest of the Registrable Securities, (i)
promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the Company reasonably agrees should be included therein and (ii)
make all required filings of such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment.



                    (f)      If requested by any Holder, furnish to such Holder and any Special Counsel, without
charge, at least one conformed copy of each Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits to the extent requested by such Person
(including those previously furnished or incorporated by reference) promptly after the filing of
such documents with the Commission.



                    (g)      Promptly deliver to each Holder and any Special Counsel, without charge, as many copies of
the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement
thereto as such Persons may reasonably request; and subject to the provisions of Sections 3(m) and
3(n), the Company hereby consents to the use of such



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Prospectus and each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.



                    (h)      Prior to any public offering of Registrable Securities, use its best efforts to register
or qualify or cooperate with the selling Holders and any Special Counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder requests in writing, to keep each such
registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration Statement; provided,
however, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would subject it to
general service of process in any such jurisdiction where it is not then so subject or subject the
Company to any material tax in any such jurisdiction where it is not then so subject.



                    (i)      Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a Registration Statement,
which certificates, to the extent permitted by the Purchase Agreement and applicable federal and
state securities laws, shall be free of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any Holder may request in
connection with any sale of Registrable Securities.



                    (j)      Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as
possible, prepare a supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.



                    (k)      Use its best efforts to cause all Registrable Securities relating to the Registration
Statement to be quoted or listed on the OTC Bulletin Board or the Nasdaq Capital Market or any
other securities exchange, quotation system or market, if any, on which similar securities issued
by the Company are then listed as and when required pursuant to the Purchase Agreement.



                    (l)      Comply in all material respects with all applicable rules and regulations of the
Commission and make generally available to its security holders all documents filed or required to
be filed with the Commission.



                    (m)      The Company may require each selling Holder to furnish to the Company information
regarding such Holder and the distribution of such Registrable Securities as is required by law to
be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and
the Company may exclude from such registration the Registrable Securities of any such Holder who
unreasonably fails to furnish such information within a reasonable time after receiving such
request.



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                    Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under
the Registration Statement until it has received notice from the Company that the Registration
Statement and any post-effective amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the
prospectus delivery requirements of the Securities Act as applicable to them in connection with
sales of Registrable Securities pursuant to the Registration Statement.



                    Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii),
3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n), such Holder will forthwith discontinue disposition
of such Registrable Securities under the Registration Statement until such Holder’s receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section
3(j), or until it is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement.



                    (n) At any time following the date that the Registration Statement is declared effective by
the Commission, if (i) there is material non-public information regarding the Company which the
Company’s Board of Directors (the “Board”) determines not to be in the Company’s best
interest to disclose and which the Company is not otherwise required to disclose, (ii) there is a
significant business opportunity (including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any merger, consolidation, tender offer
or other similar transaction) available to the Company which the Board determines not to be in the
Company’s best interest to disclose, or (iii) the Company is required to file a post-effective
amendment to the Registration Statement to incorporate the Company’s quarterly and annual reports
and audited financial statements on Forms 10-QSB and 10-KSB, then the Company may postpone or
suspend effectiveness of a registration statement for a period not to exceed twenty (20)
consecutive days; provided that the Company may not postpone or suspend effectiveness of a
registration statement under this Section 3(n) for more than forty-five (45) days in the aggregate
during any three hundred sixty (360) day period; provided, however, that no such
postponement or suspension shall be permitted for consecutive twenty (20) day periods arising out
of the same set of facts, circumstances or transactions.



          4.      Registration Expenses.



                    All fees and expenses incident to the performance of or compliance with this Agreement by the
Company, except as and to the extent specified in Section 4, shall be borne by the Company whether
or not the Registration Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings required to be made
with each securities exchange or market on which Registrable Securities are required hereunder to
be listed, (B) with respect to filing fees required to be paid by the Company to the National
Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with
state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel
for the Holders in connection with Blue Sky qualifications of the Registrable Securities and
determination of the eligibility of the Registrable



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Securities for investment under the laws of such jurisdictions as the Holders of a majority of
Registrable Securities may designate)), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is requested by the holders of a majority of the Registrable Securities
included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and Special Counsel for the Holders, in the case
of the Special Counsel, to a maximum amount of $5,000, (v) Securities Act liability insurance, if
the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by
the Company in connection with the consummation of the transactions contemplated by this Agreement,
including, without limitation, the Company’s independent public accountants (including the expenses
of any comfort letters or costs associated with the delivery by independent public accountants of a
comfort letter or comfort letters). In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder.



          5.      Indemnification.



                    (a)      Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
managers, partners, members, shareholders, agents, brokers, investment advisors and employees of
each of them, each Person who controls any such Holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees
of each such controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to any violation of securities laws or untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (i) such untrue statements or
omissions are based solely upon information regarding such Holder or such other Indemnified Party
furnished in writing to the Company by such Holder expressly for use therein and (ii) that the
foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue
statement, allegedly untrue statement, omission or alleged omission made in any preliminary
prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the
Securities Act), such indemnity agreement shall not inure to the benefit of any Holder,
underwriter, broker or other Person acting on behalf of holders of the Registrable Securities, from
whom the Person asserting any loss, claim, damage, liability or expense purchased the Registrable
Securities which are the subject thereof, if a copy of such final prospectus had been made
available to such Person and such Holder, underwriter, broker or other Person acting on behalf of
holders of the Registrable Securities and such final prospectus was not delivered to such Person
with or prior to the written confirmation of the sale of such Registrable Securities to such
Person. The Company shall notify the Holders promptly of the institution,



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threat or assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.



                    (b)      Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising
out of or based upon any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission
or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or supplement thereto), in
the light of the circumstances under which they were made, not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained in any information so furnished
in writing by such Holder or other Indemnified Party to the Company expressly for use therein and
that such information was reasonably relied upon by the Company for use therein, or to the extent
that such information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in the Registration Statement, such Prospectus or such form of Prospectus or any amendment
or supplement thereto. Notwithstanding anything to the contrary contained herein, the Holders
shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to
such Holder as a result of the sale of Registrable Securities pursuant to such Registration
Statement.



                    (c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party promptly shall notify the Person from whom indemnity is sought (the
“Indemnifying Party) in writing, and the Indemnifying Party shall be entitled to assume the
defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party.



                    An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such parties shall have been advised by counsel that a conflict of interest is likely to exist
if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have
the right to assume the defense thereof and such counsel shall



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be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for
any settlement of any such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or threatened Proceeding in
respect of which any Indemnified Party is a party and indemnity has been sought hereunder, unless
such settlement includes an unconditional release of such Indemnified Party from all liability on
claims that are the subject matter of such Proceeding.



          All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner
not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten
(10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to indemnification hereunder;
provided, that the Indemnified Party shall reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to indemnification
hereunder).



                    (d)      Contribution. If a claim for indemnification under Section 5(a) or 5(b) is due
but unavailable to an Indemnified Party because of a failure or refusal of a governmental authority
to enforce such indemnification in accordance with its terms (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses shall be
deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’
or other reasonable fees or expenses incurred by such party in connection with any Proceeding to
the extent such party would have been indemnified for such fees or expenses if the indemnification
provided for in this Section was available to such party in accordance with its terms. In no event
shall any selling Holder be required to contribute an amount under this Section 5(d) in excess of
the net proceeds received by such Holder upon sale of such Holder’s Registrable Securities pursuant
to the Registration Statement giving rise to such contribution obligation.



          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



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          The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties pursuant to the law.



          6.      Rule 144.



          As long as any Holder owns Shares, Conversion Shares, Warrants or Warrant Shares, the Company
covenants to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to
Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Shares, Conversion Shares,
Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section
13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly
available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly
financial statements, together with a discussion and analysis of such financial statements in form
and substance substantially similar to those that would otherwise be required to be included in
reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information
required thereby, in the time period that such filings would have been required to have been made
under the Exchange Act. The Company further covenants that it will take such further action as any
Holder may reasonably request, all to the extent required from time to time to enable such Person
to sell Conversion Shares and Warrant Shares without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act,
including providing any legal opinions relating to such sale pursuant to Rule 144. Upon the
request of any Holder, the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements.



          7.      Miscellaneous.



                    (a)      Remedies. In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, such Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.



                    (b)      No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has,
as of the date hereof entered into and currently in effect, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Except as disclosed in Schedule 2.1(c) of
the Purchase Agreement or Schedule II hereto, neither the Company nor any of its
subsidiaries has previously entered into any agreement currently in effect granting any
registration rights with respect to any of its securities to any Person. Without limiting the
generality of the foregoing, without the written consent of the Holders of a majority of the then
outstanding Registrable Securities, the Company shall not grant to any Person the right to request
the Company to register any securities of the Company under the Securities Act unless the rights



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so granted are subject in all respects to the prior rights in full of the Holders set forth
herein, and are not otherwise in conflict with the provisions of this Agreement.



                    (c)      No Piggyback on Registrations. Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto or as disclosed in Schedule
2.1(c) of the Purchase Agreement or Schedule II hereto) may include securities of the
Company in the Registration Statement, and the Company shall not after the date hereof enter into
any agreement providing such right to any of its securityholders, unless the right so granted is
subject in all respects to the prior rights in full of the Holders set forth herein, and is not
otherwise in conflict with the provisions of this Agreement.



                    (d)      Piggy-Back Registrations. If at any time when there is not an effective
Registration Statement covering (i) Conversion Shares or (ii) Warrant Shares, the Company shall
determine to prepare and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or
their then equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with stock option
or other employee benefit plans, the Company shall send to each holder of Registrable Securities
written notice of such determination and, if within thirty (30) days after receipt of such notice,
or within such shorter period of time as may be specified by the Company in such written notice as
may be necessary for the Company to comply with its obligations with respect to the timing of the
filing of such registration statement, any such holder shall so request in writing (which request
shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company
will cause the registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by the holder, to the extent requisite to permit the
disposition of the Registrable Securities so to be registered, provided that if at any time after
giving written notice of its intention to register any securities and prior to the effective date
of the registration statement filed in connection with such registration, the Company shall
determine for any reason not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to such holder and, thereupon, (i)
in the case of a determination not to register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its obligation to pay
expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities being registered
pursuant to this Section 7(d) for the same period as the delay in registering such other
securities. The Company shall include in such registration statement all or any part of such
Registrable Securities such holder requests to be registered; provided, however,
that the Company shall not be required to register any Registrable Securities pursuant to this
Section 7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case
of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should
reasonably object to the inclusion of the Registrable Securities in such registration statement,
then if the Company after consultation with the managing underwriter should reasonably determine
that the inclusion of such Registrable Securities would materially adversely affect the offering
contemplated in such registration statement, and based on such determination recommends inclusion
in such registration statement of fewer or none of the Registrable Securities of the Holders, then
(x) the number of Registrable Securities of the Holders included in such registration statement
shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities
requested to be included in the registration), if the Company after consultation with the
underwriter(s) recommends the



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inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the
Holders shall be included in such registration statement, if the Company after consultation with
the underwriter(s) recommends the inclusion of none of such Registrable Securities;
provided, however, that if securities are being offered for the account of other
persons or entities as well as the Company, such reduction shall not represent a greater fraction
of the number of Registrable securities intended to be offered by the Holders than the fraction of
similar reductions imposed on such other persons or entities (other than the Company).



                    (e)      Failure to File Registration Statement and Other Events. The Company and the
Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or
prior to the Filing Date and not declared effective by the Commission on or prior to the
Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period
or if certain other events occur. The Company and the Holders further agree that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, if, except as set
forth in Section 3(n), (A) the Registration Statement is not filed on or prior to the Filing Date,
or (B) the Registration Statement is not declared effective by the Commission on or prior to the
Effectiveness Date (or in the event an additional Registration Statement is filed because the
actual number of shares of Common Stock into which the Preferred Stock is convertible and the
Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not
filed and declared effective with the time periods set forth in Section 2), or (C) the Company
fails to file with the Commission a request for acceleration in accordance with Rule 461
promulgated under the Securities Act within three (3) Business Days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the Commission that a Registration
Statement will not be “reviewed,” or is not subject to further review, or (D) the Registration
Statement is filed with and declared effective by the Commission but thereafter ceases to be
effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness
Period, without being succeeded immediately by a subsequent Registration Statement filed with and
declared effective by the Commission in accordance with Section 2 hereof or (E) the Company has
breached Section 3(n), or (F) trading in the Common Stock shall be suspended or if the Common Stock
is delisted from the OTC Bulletin Board or the Nasdaq Capital Market (or other principal exchange
on which the Common Stock is traded) for any reason for more than three Business Days in the
aggregate without subsequent listing on another exchange (any such failure or breach being referred
to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event
occurs, or for purposes of clause (C) the date on which such five (5) Business Day period is
exceeded, or for purposes of clause (D) after more than twenty Business Days, or for purposes of
clause (F) the date on which such three (3) Business Day period is exceeded, being referred to as
“Event Date”), the Company shall pay an amount in cash as liquidated damages to each Holder
equal to 2.0% for the first calendar month (prorated for shorter periods) and 1.0% per calendar
month thereafter (prorated for shorter periods) of the Holder’s initial investment in the Preferred
Stock from the Event Date (provided that, with respect to the Event described in clause (B), the
“first calendar month” shall be deemed to commence on the 30th day prior to the
applicable Event Date), less any amount of Preferred Stock that has been converted and sold by such
Holder, until the applicable Event is cured; provided, however, that in no event
shall liquidated damages payable to any Holder pursuant to this Section 7(e) that are within the
control of the Company exceed ten percent (10%) of the Holder’s initial investment in the Preferred
Stock. Notwithstanding anything to the contrary in this paragraph (e), if (I) any of the Events
described in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event
Date, the Company shall have exercised its rights under Section 3(n) hereof and (III) the
postponement or



-13-









 







suspension permitted pursuant to such Section 3(n) shall remain effective as of such
applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the
second Business Day following the termination of such postponement or suspension. Liquidated
damages payable by the Company pursuant to this Section 7(e) shall be payable on the first
(1st) business day of each thirty (30) day period following the Event Date.
Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages
be payable with respect to the Warrants or the Warrant Shares.



                    (f)      Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of ninety percent (90%) of the Registrable Securities
outstanding.



                    (g)      Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earlier of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., New York City
time, on a Business Day, (ii) the Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified for notice
later than 5:00 p.m., New York City time, on any date and earlier than 11:59 p.m., New York City
time, on such date, (iii) the Business Day following the date of mailing, if sent by overnight
delivery by nationally recognized overnight courier service or (iv) actual receipt by the party to
whom such notice is required to be given. The addresses for such communications shall be with
respect to each Holder at its address set forth under its name on Schedule I attached
hereto with copies to its legal counsel named therein, or with respect to the Company, addressed
to:



	 	 	 
	 

	 	Dirt Motor Sports, Inc.
	 

	 	2500 McGee Drive, Suite 147
	 

	 	Norman, Oklahoma 73072
	 

	 	Attention: Chief Executive Officer
	 

	 	Tel. No.: (405) 360-5047
	 

	 	Fax No.: (405) 360-5354





or to such other address or addresses or facsimile number or numbers as any such party may most
recently have designated in writing to the other parties hereto by such notice. Copies of notices
to the Company shall be sent to Jackson Walker L.L.P., 2435 N. Central Expressway, Suite 600,
Richardson, Texas, 75080, Attention: Richard F. Dahlson, Telephone No.: (972) 744-2996, Facsimile
No.: (972) 744-2990. Copies of notices to each Holder (other than Magnetar Capital Master Fund,
Ltd.) shall be sent to Kramer Levin Naftalis & Frankel LLP, Kramer Levin Naftalis & Frankel LLP,
1177 Avenue of the Americas, New York, New York 10036, Attention: Christopher S. Auguste, Telephone
No.: (212) 715-9100, Facsimile No.: (212) 715-8000. Copies of notices to Magnetar Capital Master
Fund, Ltd. shall be sent to: Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022,
Attention: Eleazer N. Klein, Telephone No.: (212) 756-2000, Facsimile No.: (212) 593-5955.




                    (h)           Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns and shall inure to the



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benefit of each Holder and its successors and assigns. The Company may not assign this
Agreement or any of its rights or obligations hereunder without the prior written consent of each
Holder. Each Purchaser may assign its rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.



                    (i)      Assignment of Registration Rights. The rights of each Holder hereunder, including
the right to have the Company register for resale Registrable Securities in accordance with the
terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a
portion of the Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing
with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice of (a) the name
and address of such transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned, (iii) following such transfer or assignment
the further disposition of such securities by the transferee or assignees is restricted under the
Securities Act and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v)
such transfer shall have been made in accordance with the applicable requirements of the Purchase
Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and
assigns.



                    (j)      Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and, all of which taken together shall
constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.



                    (k)      Governing Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving effect to any of the
conflicts of law principles which would result in the application of the substantive law of another
jurisdiction. This Agreement shall not be interpreted or construed with any presumption against
the party causing this Agreement to be drafted. The Company and the Holders agree that venue for
any dispute arising under this Agreement will lie exclusively in the state or federal courts
located in New York County, New York, and the parties irrevocably waive any right to raise forum
non conveniens or any other argument that New York is not the proper venue. The Company and the
Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state
of New York. The Company and the Holders consent to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing in this Section 7(k) shall affect or limit any right to serve
process in any other manner permitted by law. The Company and the Holders hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to this Agreement or
the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial by jury.



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                    (l)      Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.



                    (m)      Severability. If any term, provision, covenant or restriction of this Agreement is
held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
reasonable efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



                    (n)      Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.



                    (o)      Shares Held by the Company and its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company or its Affiliates (other than any Holder or transferees or
successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its
holdings of such Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.



                    (p)      Independent Nature of Purchasers. The Company acknowledges that the obligations
of each Purchaser under the Transaction Documents are several and not joint with the obligations of
any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under the Transaction Documents. The Company acknowledges that
the decision of each Purchaser to purchase Securities pursuant to the Purchase Agreement has been
made by such Purchaser independently of any other Purchaser and independently of any information,
materials, statements or opinions as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise) or prospects of the Company
or of its Subsidiaries which may have made or given by any other Purchaser or by any agent or
employee of any other Purchaser, and no Purchaser or any of its agents or employees shall have any
liability to any Purchaser (or any other person) relating to or arising from any such information,
materials, statements or opinions. The Company acknowledges that nothing contained herein, or in
any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto
(including, but not limited to, the (i) inclusion of a Purchaser in the Registration Statement and
(ii) review by, and consent to, such Registration Statement by a Purchaser) shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents.
The Company acknowledges that each Purchaser shall be entitled to independently protect and enforce
its rights, including without limitation, the rights arising out of this Agreement or out of the
other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose. The Company acknowledges that for reasons
of administrative convenience only, the Transaction Documents have been prepared by counsel for the
placement agent and such counsel does not represent the Purchasers and the Purchasers have retained
their own individual counsel with respect to the transactions contemplated hereby. The



-16-









 







Company acknowledges that it has elected to provide all Purchasers with the same terms and
Transaction Documents for the convenience of the Company and not because it was required or
requested to do so by the Purchasers.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed by their respective authorized persons as of the date first indicated above.



	 	 	 	 	 	 	 
	 	 	DIRT MOTOR SPORTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






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Schedule I




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of Preferred	 	 	 	 	 	 	 
	Names and Addresses	 	Shares &	 	 	Dollar Amount	 	 	Legal	 
	of Purchasers	 	Warrants Purchased	 	 	of Investment	 	 	Counsel	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





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Schedule II

Other Securities to be Included on the Registration Statement





	1.	 	Shares of Common Stock issuable upon the exercise of warrants issuable to the placement agent
and its designees in connection with the transactions contemplated by the Purchase Agreement




-20-









 











Exhibit A

Plan of Distribution




                    The selling security holders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock
being offered under this prospectus on any stock exchange, market or trading facility on which
shares of our common stock are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling security holders may use any one or more of the following methods
when disposing of shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the transaction;
	 
	 	•	 	purchases by a broker-dealer as principal and resales by the broker-dealer for its
account;
	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;
	 
	 	•	 	privately negotiated transactions;
	 
	 	•	 	to cover short sales made after the date that the registration statement of which this
prospectus is a part is declared effective by the Commission;
	 
	 	•	 	broker-dealers may agree with the selling security holders to sell a specified number
of such shares at a stipulated price per share;
	 
	 	•	 	a combination of any of these methods of sale; and
	 
	 	•	 	any other method permitted pursuant to applicable law.





          The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended
(“Securities Act”), if available, rather than under this prospectus. The selling security holders
have the sole and absolute discretion not to accept any purchase offer or make any sale of shares
if they deem the purchase price to be unsatisfactory at any particular time.



          The selling security holders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling security holder defaults on a margin loan, the
broker may, from time to time, offer and sell the pledged shares.



          Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling security
holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of
customary commissions to the extent permitted by applicable law.



          If sales of shares offered under this prospectus are made to broker-dealers as principals, we
would be required to file a post-effective amendment to the registration statement of which



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this prospectus is a part. In the post-effective amendment, we would be required to disclose
the names of any participating broker-dealers and the compensation arrangements relating to such
sales.



          The selling security holders and any broker-dealers or agents that are involved in selling the
shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with these sales. Commissions received by these broker-dealers or
agents and any profit on the resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that
are deemed to be underwriters may not sell shares offered under this prospectus unless and until we
set forth the names of the underwriters and the material details of their underwriting arrangements
in a supplement to this prospectus or, if required, in a replacement prospectus included in a
post-effective amendment to the registration statement of which this prospectus is a part.



          The selling security holders and any other persons participating in the sale or distribution
of the shares offered under this prospectus will be subject to applicable provisions of the
Exchange Act, and the rules and regulations under that act, including Regulation M. These
provisions may restrict activities of, and limit the timing of purchases and sales of any of the
shares by, the selling security holders or any other person. Furthermore, under Regulation M,
persons engaged in a distribution of securities are prohibited from simultaneously engaging in
market making and other activities with respect to those securities for a specified period of time
prior to the commencement of such distributions, subject to specified exceptions or exemptions.
All of these limitations may affect the marketability of the shares.



          If any of the shares of common stock offered for sale pursuant to this prospectus are
transferred other than pursuant to a sale under this prospectus, then subsequent holders could not
use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such
holders. We offer no assurance as to whether any of the selling security holders will sell all or
any portion of the shares offered under this prospectus.



          We have agreed to pay all fees and expenses we incur incident to the registration of the
shares being offered under this prospectus. However, each selling security holder and purchaser is
responsible for paying any discounts, commissions and similar selling expenses they incur.



          We and the selling security holders have agreed to indemnify one another against certain
losses, damages and liabilities arising in connection with this prospectus, including liabilities
under the Securities Act.




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