exv4w3



 







EXHIBIT 4.3



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR DIRT MOTOR SPORTS, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIRT MOTOR SPORTS, INC. THAT REGISTRATION
OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.




SERIES D WARRANT TO PURCHASE




SHARES OF COMMON STOCK




OF




DIRT MOTOR SPORTS, INC.




Expires May__, 2011




	 	 	 	 	 
	No.: W-D-06-___

	 	Number of Shares:	 	 
	 

	 	 	 	 
	Date of Issuance: May___, 2006
	 	 	 	 






     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, Dirt
Motor Sports, Inc., a Delaware corporation (together with its successors and assigns, the
“Issuer”), hereby certifies that ___or its registered assigns is
entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to
___(___) shares (subject to adjustment as hereinafter provided)
of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer,
at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective meanings specified in Section 9
hereof.



     1. Term. The term of this Warrant shall commence on May___, 2006 and shall expire at
5:00 p.m., eastern time, on May___, 2011 (such period being the “Term”).



     2. Method of Exercise Payment; Issuance of New Warrant; Transfer and Exchange.



     (a) Time of Exercise. The purchase rights represented by this Warrant may be
exercised in whole or in part during the Term.



     (b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, by sending an exercise form attached hereto duly executed at the principal office of the
Issuer, and by the payment to the Issuer of an amount of
consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of



 









 





Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s
election (i) by certified or official bank check or by wire transfer to an account designated by
the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act providing for the resale
of the Warrant Stock is not then in effect, or (iii) by a combination of the foregoing methods of
payment selected by the Holder of this Warrant.




     (c) Cashless Exercise. Notwithstanding any provisions herein to the contrary and
commencing one (1) year following the Original Issue Date, if (i) the Per Share Market Value of one
share of Common Stock is greater than the Warrant Price (at the date of calculation as set forth
below) and (ii) a registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is required to be
effective pursuant to the Registration Rights Agreement (as defined in the Purchase Agreement) or
not effective at any time during the Effectiveness Period (as defined in the Registration Rights
Agreement) in accordance with the terms of the Registration Rights Agreement, unless the
registration statement is not effective as a result of the Issuer exercising its rights under
Section 3(n) of the Registration Rights Agreement, in lieu of exercising this Warrant by payment of
cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of
shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Issuer together with the properly endorsed Notice of Exercise in which
event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the
following formula:



	 	 	 	 	 
	 	 	X = Y – (A)(Y)
	 	 	                    B
	 
	 	 	 	 
	Where

	 	X =
	 	the number of shares of Common Stock to be issued to the Holder.
	 
	 	 	 	 
	 

	 	Y =
	 	the number of shares of Common Stock purchasable upon
exercise of all of the Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised.
	 
	 	 	 	 
	 

	 	A =
	 	the Warrant Price.
	 
	 	 	 	 
	 

	 	B =
	 	the Per Share Market Value of one share of Common Stock.






     (d) Issuance of Stock Certificates. In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the terms and conditions hereof,
certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days
after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a
registration statement under the Securities Act providing for the resale of the Warrant Stock is
then in effect, issued and delivered to the Depository Trust Company (“DTC”) account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a
reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof
shall be deemed for all purposes to be the holder of the shares of
Warrant Stock so purchased as of the date of such exercise. The Holders shall deliver this original Warrant, or an



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indemnification undertaking with respect to such Warrant in the case of its loss, theft or
destruction, at such time that this Warrant is fully exercised or redeemed. With respect to
partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the
number of shares of Warrant Stock exercised as of each date of exercise.




     (e) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.
In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer
agent to transmit to the Holder a certificate or certificates representing the Warrant Stock
pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in
cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to
the Holder in connection with the exercise at issue times (B) the price at which the sell order
giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which
such exercise was not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the
immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder
shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of
the Buy-In, together with applicable confirmations and other evidence reasonably requested by the
Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms
hereof.



     (f) Transferability of Warrant. Subject to Section 2(f), this Warrant may be
transferred by a Holder without the consent of the Issuer. If transferred pursuant to this
paragraph and subject to the provisions of subsection (g) of this Section 2, this Warrant may be
transferred on the books of the Issuer by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed
(by the Holder executing an assignment in the form attached hereto) and upon payment of any
necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is
exchangeable at the principal office of the Issuer for Warrants for the purchase of the same
aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase
such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and
shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable
pursuant thereto.



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     (g) Continuing Rights of Holder. The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the
extent, if any, of its continuing obligation to afford to such Holder all rights to which such
Holder shall continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided that if any such Holder shall fail to make any such request, the failure
shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.



     (h) Compliance with Securities Laws.





     (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant or
the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for
the Holder’s own account and not as a nominee for any other party, and for investment, and
that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of
Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration
statement, or an exemption from registration, under the Securities Act and any applicable
state securities laws.




     (ii) Except as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:




THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
OR DIRT MOTOR SPORTS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO DIRT MOTOR SPORTS, INC. THAT REGISTRATION
OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.




     (iii) The Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to making any
transfer of any such securities, the Holder shall give written notice to the Issuer
describing the manner and terms of such transfer and removal as the Issuer may reasonably
request. Such proposed transfer and removal will not be effected until: (a) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not required in
connection with such proposed transfer, (ii) a registration statement under the Securities
Act covering such proposed disposition has been filed by the Issuer with the Securities and
Exchange Commission and has become effective under the Securities Act, (iii) the Issuer has
received other evidence reasonably satisfactory to the Issuer that such



4









 






registration and qualification under the Securities Act and state securities laws are
not required, or (iv) the Holder provides the Issuer with reasonable assurances that such
security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that registration or qualification under the securities or “blue sky” laws of any
state is not required in connection with such proposed disposition, or (ii) compliance with
applicable state securities or “blue sky” laws has been effected or a valid exemption exists
with respect thereto. The Issuer will respond to any such notice from a holder within five
(5) business days. In the case of any proposed transfer under this Section 2(f), the Issuer
will use reasonable efforts to comply with any such applicable state securities or “blue
sky” laws, but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, or (y) to take any action that would subject it to tax or to
the general service of process in any state where it is not then subject. The restrictions
on transfer contained in this Section 2(f) shall be in addition to, and not by way of
limitation of, any other restrictions on transfer contained in any other section of this
Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to
a the Holder without a legend, in lieu of delivering physical certificates representing the
Warrant Stock (provided that a registration statement under the Securities Act providing for
the resale of the Warrant Stock is then in effect), the Issuer shall cause its transfer
agent to electronically transmit the Warrant Stock to the Holder by crediting the account of
the Holder’s Prime Broker with DTC through its DWAC system (to the extent not inconsistent
with any provisions of this Warrant or the Purchase Agreement).



     (i) In no event may the Holder exercise this Warrant in whole or in part unless the Holder is
an “accredited investor” as defined in Regulation D under the Securities Act.



     3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.



     (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all
shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by
or through the Issuer. The Issuer further covenants and agrees that during the period within which
this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issuance upon exercise of this Warrant a number of shares of Common Stock equal to
at least one hundred twenty percent (120%) of the number of shares of Common Stock issuable upon
exercise of this Warrant without regard to any limitations on exercise.



     (b) Reservation. If any shares of Common Stock required to be reserved for issuance
upon exercise of this Warrant or as otherwise provided hereunder require registration or
qualification with any governmental authority under any federal or state law before such shares may
be so issued, the Issuer will in good faith use its reasonable best efforts as expeditiously as
possible at its expense to cause such shares to be duly registered or qualified. If the Issuer
shall list any shares of Common Stock on any securities exchange or market it will, at its expense,
list thereon, maintain and increase when necessary such listing, of, all shares of Warrant Stock
from time to time issued upon exercise of this Warrant or as otherwise provided hereunder (provided



5









 




that such Warrant Stock has been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the applicable securities
exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so
long as any shares of Common Stock shall be so listed. The Issuer will also so list on each
securities exchange or market, and will maintain such listing of, any other securities which the
Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the
time any securities of the same class shall be listed on such securities exchange or market by the
Issuer.




     (c) Covenants. The Issuer shall not by any action including, without limitation,
amending the Certificate of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect the rights of the
Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without
limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of
its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision
of the Certificate of Incorporation or by-laws of the Issuer in any manner that would adversely
affect the rights of the Holders of the Warrants in their capacity as Holders of the Warrants,
(iii) take all such action as may be reasonably necessary in order that the Issuer may validly and
legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens,
claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this
Warrant, and (iv) use its reasonable best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary
to enable the Issuer to perform its obligations under this Warrant.



     (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to
the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction, upon receipt of indemnity or security
satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.



     4. Adjustment of Warrant Price. The price at which shares of Warrant Stock may be
purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set
forth in this Section 4. The Issuer shall give the Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 in accordance with Section 5.



6









 





     (a) Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.
In case the Issuer after the Original Issue Date shall do any of the following (each, a
“Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer
shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit
any other Person to consolidate with or merge into the Issuer and the Issuer shall be the
continuing or surviving Person but, in connection with such consolidation or merger, any Capital
Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash
or any other property, or (c) transfer all or substantially all of its properties or assets to any
other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock,
then, and in the case of each such Triggering Event, proper provision shall be made so that, upon
the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant
shall be entitled upon the exercise hereof at any time after the consummation of such Triggering
Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at
the Warrant Price in effect at the time immediately prior to the consummation of such Triggering
Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would have been entitled
upon the consummation of such Triggering Event if such Holder had exercised the rights represented
by this Warrant immediately prior thereto (including the right of a shareholder to elect the type
of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to
such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere
in this Section 4; provided, however, the Holder shall have the option to receive,
in lieu of the foregoing right to receive such securities, cash and property, an amount in cash
equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Notwithstanding the foregoing to the contrary, in the event of a Triggering Event, at the request
of the Holder delivered before the ninetieth (90th) day after such Triggering Event,
the Issuer shall pay to the Holder an amount in cash equal to the value of the unexercised portion
of this Warrant as of the date of such Triggering Event calculated in accordance with the
Black-Scholes formula within five (5) days of such request.



     (b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:




     (i) make or issue or set a record date for the holders of its Common Stock for the
purpose of entitling them to receive a dividend payable in, or other distribution of, shares
of Common Stock,




     (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of
Common Stock, or




     (iii) combine its outstanding shares of Common Stock into a smaller number of shares of
Common Stock,


then (1) the number of shares of Common Stock for which this Warrant is exercisable immediately
after the occurrence of any such event shall be adjusted to equal the number of shares of Common
Stock which a record holder of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be entitled to receive
after the happening of such event, and (2) the Warrant Price then in




7









 




effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of
shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment.



Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price
shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or
distributions.




     (c) Certain Other Distributions. If at any time the Issuer shall make or issue or set
a record date for the determination of the holders of its Common Stock for the purpose of entitling
them to receive any dividend or other distribution of:




     (i) cash (other than a cash dividend payable out of earnings or earned surplus legally
available for the payment of dividends under the laws of the jurisdiction of incorporation
of the Issuer),




     (ii) any evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever (other than cash, Common Stock Equivalents
or Additional Shares of Common Stock), or




     (iii) any warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or property of any
nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common
Stock),


then (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
adjusted to equal the product of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator of
which shall be the Per Share Market Value of Common Stock at the date of taking such record and (B)
the denominator of which shall be such Per Share Market Value minus the amount allocable to one
share of Common Stock of any such cash so distributable and of the fair value (as determined in
good faith by the Board of Directors of the Issuer and supported by an opinion from an investment
banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of
any and all such evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a distribution by the Issuer to
the holders of its Common Stock of such shares of such other class of stock within the meaning of
this Section 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification, such change shall be
deemed a subdivision or combination, as the




8









 




case may be, of the outstanding shares of Common Stock within the meaning of Section 4(b).



Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price
shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends
or distributions.




     (d) Issuance of Additional Shares of Common Stock.



          (i) In the event the Issuer shall at any time following the date of the Purchase Agreement
issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing
subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price
then in effect or without consideration, then the Warrant Price upon each such issuance shall be
adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:




     (A)
the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such
Additional Shares of Common Stock plus (y) the number of shares of Common
Stock (rounded to the nearest whole share) which the aggregate consideration for the
total number of such Additional Shares of Common Stock so issued would purchase at a
price per share equal to the Warrant Price then in effect, and




     (B) the denominator of which shall be equal to the number of shares of
Outstanding Common Stock immediately after the issuance of such Additional Shares of
Common Stock.



          (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be
exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional
Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents,
if any such adjustment shall previously have been made upon the issuance of such Common Stock
Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section
4(e).



     (e) Issuance of Common Stock Equivalents. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to receive a
distribution of, or shall in any manner (whether directly or by assumption in a merger in which the
Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents, whether or not
the rights to exchange or convert thereunder are immediately exercisable, and the price per share
for which Common Stock is issuable upon such conversion or exchange shall be less than the Warrant
Price in effect immediately prior to the time of such issue or sale, or if, after any such issuance
of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be
issuable thereafter is amended or adjusted, and such price as so amended shall be less than the
Warrant Price in effect at the time of such amendment or adjustment, then the Warrant Price then in
effect shall be adjusted as provided in Section 4(d). No further adjustments of the number of
shares of Common Stock for which this Warrant is exercisable and



9









 




the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon
conversion or exchange of such Common Stock Equivalents.




     (f) Intentionally omitted.



     (h) Other Provisions applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of shares of Common Stock
for which this Warrant is exercisable and the Warrant Price then in effect provided for in this
Section 4:



          (i) Computation of Consideration. To the extent that any Additional Shares of Common
Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued
for cash consideration, the consideration received by the Issuer therefor shall be the amount of
the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such
Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers
for public offering without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued dividends and
without taking into account any compensation, discounts or expenses paid or incurred by the Issuer
for and in the underwriting of, or otherwise in connection with, the issuance thereof). In
connection with any merger or consolidation in which the Issuer is the surviving corporation (other
than any consolidation or merger in which the previously outstanding shares of Common Stock of the
Issuer shall be changed to or exchanged for the stock or other securities of another corporation),
the amount of consideration therefore shall be, deemed to be the fair value, as determined
reasonably and in good faith by the Board and acceptable to the Holder, of such portion of the
assets and business of the nonsurviving corporation as the Board may determine to be attributable
to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration
for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to
subscribe for or purchase the same shall be the consideration received by the Issuer for issuing
such warrants or other rights plus the additional consideration payable to the Issuer upon exercise
of such warrants or other rights. The consideration for any Additional Shares of Common Stock
issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received
by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock
Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription
for or purchase of such Common Stock Equivalents, plus the additional consideration, if any,
payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock
Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not
the surviving corporation or in which the previously outstanding shares of Common Stock of the
Issuer shall be changed into or exchanged for the stock or other securities of another corporation,
or in the event of any sale of all or substantially all of the assets of the Issuer for stock or
other securities of any corporation, the Issuer shall be deemed to have issued a number of shares
of its Common Stock for stock or securities or other property of the other corporation computed on
the basis of the actual exchange ratio on which the transaction was predicated, and for a
consideration equal to the fair market value on the date of such transaction of all such stock or
securities or other property of the other corporation. In the event any consideration received by
the Issuer for any securities consists of property other than cash, the fair market value thereof
at



10









 




the time of issuance or as otherwise applicable shall be as determined in good faith by the Board.
In the event Common Stock is issued with other shares or securities or other assets of the Issuer
for consideration which covers both, the consideration computed as provided in this Section 4(h)(i)
shall be allocated among such securities and assets as determined in good faith by the Board.




          (ii) When Adjustments to Be Made. The adjustments required by this Section 4 shall be
made whenever and as often as any specified event requiring an adjustment shall occur, except that
any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not previously made adds or
subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is
exercisable immediately prior to the making of such adjustment. Any adjustment representing a
change of less than such minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other adjustments required by this
Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise.
For the purpose of any adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence.



          (iii) Fractional Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest one one-hundredth
(1/100th) of a share.



          (iv) When Adjustment Not Required. If the Issuer shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend or distribution or
subscription or purchase rights and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or
purchase rights, then thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be rescinded and annulled.



     (i) Form of Warrant After Adjustments. The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of Securities purchasable
upon the exercise of this Warrant.



     (j) Escrow of Warrant Stock. If after any property becomes distributable pursuant to
this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to
the occurrence of the event for which such record is taken, and the Holder exercises this Warrant,
any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the
last shares of Common Stock for which this Warrant is exercised (notwithstanding any other
provision to the contrary herein) and such shares or other property shall be held in escrow for the
Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually
takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be cancelled by the Issuer and escrowed property



11









 




returned.




     5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the
Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated (including a description of the basis on which the Board
made any determination hereunder), and the Warrant Price and Warrant Share Number after giving
effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder
of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at the option of the
Holder of this Warrant be submitted to an Independent Appraiser reasonably acceptable to the Issuer
and the Holder. The Issuer shall use its best efforts to cause the Independent Appraiser to
perform the calculations and notify the Issuer and the Holder of the results no later than five (5)
business days from the time it receives the disputed calculation. Such Independent Appraiser’s
calculation shall be binding upon all parties absent manifest error. The reasonable expenses of
the Independent Appraiser in making such determination shall be paid by the Issuer, in the event
the Holder’s calculation was correct, or by the Holder, in the event the Issuer’s calculation was
correct, or equally by the Issuer and the Holder in the event that neither the Issuer’s or the
Holder’s calculation was correct.



     6. Fractional Shares. No fractional shares of Warrant Stock will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall make a
cash payment therefor equal in amount to the product of the applicable fraction multiplied by the
Per Share Market Value then in effect.



     7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding anything to
the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this
Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause
the number of shares of Common Stock owned by the Holder at such time to exceed, when aggregated
with all other shares of Common Stock owned by such Holder at such time, the number of shares of
Common Stock which would result in such Holder beneficially owning (as determined in accordance
with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of all of the
Common Stock outstanding at such time; provided, however, that upon the Holder of
this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof)
(the “Waiver Notice”) that such Holder would like to waive this Section 7(a) with regard to
any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7(a) will be
of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of the term of this
Warrant.



          (b) Notwithstanding anything to the contrary set forth in this Warrant, at no time may a
Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued
pursuant to such exercise would cause the number of shares of Common Stock owned by the Holder at
such time to exceed, when aggregated with all other shares of Common Stock owned by such Holder at
such time, the number of shares of Common Stock which would result in such Holder beneficially
owning (as determined in accordance with Section 13(d) of the



12









 




Exchange Act and the rules thereunder) in excess of 9.99% of all of the Common Stock outstanding at
such time; provided, however, that upon a holder of this Warrant providing the
Issuer with a Waiver Notice that such holder would like to waive this Section 7(b) with regard to
any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7(b) shall
be of no force or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of the term of this
Warrant.




     8. Call. Notwithstanding anything herein to the contrary, the Issuer, at its option,
may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the Per Share
Market Value of the Common Stock has been equal to or greater than $10.00 (as may be adjusted for
any stock splits of combinations of the Common Stock) for a period of ten (10) consecutive Trading
Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”)
and (B) the dollar trading volume of the Common Stock for each of such ten (10) consecutive Trading
Days exceeds $500,000, in each case, by providing the Holder of this Warrant written notice
pursuant to Section 13 (the “Call Notice”); provided, that (i) a
registration statement under the Securities Act providing for the resale of the Warrant Stock and
the shares of Common Stock issuable upon conversion of the Issuer’s Series D Preferred Stock issued
pursuant to the Purchase Agreement (the “Registration Statement”) is then in effect and has
been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive
calendar days, (ii) trading in the Common Stock shall not have been suspended by the Securities and
Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common
Stock is trading) and (iii) the Issuer is in material compliance with the terms and conditions of
this Warrant and the other Transaction Documents (as defined in the Purchase Agreement);
provided, further, that the Registration Statement is in effect from the date of
delivery of the Call Notice until the date which is the later of (1) the date the Holder exercises
the Warrant pursuant to the Call Notice and (2) the 20th day after the Holder receives
the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant
to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the
“Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not
exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the
event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall
remit to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a new Warrant
representing the number of shares of Warrant Stock, if any, which shall not have been subject to
the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.
Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this
Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be
deemed null and void and shall not be deemed effective until the date that the Holder may exercise
this Warrant in accordance with Section 7 hereof.



     9. Definitions. For the purposes of this Warrant, the following terms have the
following meanings:




     “Additional Shares of Common Stock” means all shares of Common Stock issued by
the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by
the Issuer after the Original Issue Date, except: (i) securities issued pursuant to a bona
fide firm underwritten public offering of the Issuer’s securities, (ii) securities



13









 






issued pursuant to the conversion or exercise of convertible or excercisable securities
issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase
Agreement (so long as the conversion or exercise price in such securities are not amended to
lower such price and/or adversely affect the Holders), (iii) the Warrant Stock, (iv) the
payment of any dividends on the Series D Preferred Stock of the Issuer issued pursuant to
the Purchase Agreement, (v) securities issued (other than for cash) in connection with an
acquisition of the Issuer, (vi) any warrants issued to the placement agent for the
transactions contemplated by the Purchase Agreement or in connection with other financial
services rendered to the Issuer, (vii) securities issued in connection with strategic
license agreements and other partnering arrangements so long as such issuances are not for
the purpose of raising capital and the Issuer has received the prior written consent of the
Holder, and (viii) the issuance of Common Stock or the issuance or grants of options to
purchase Common Stock pursuant to the Issuer’s stock option plans and employee stock
purchase plans outstanding on the date hereof and which have been approved by the Board.




     “Board” shall mean the Board of Directors of the Issuer.




     “Capital Stock” means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated) corporate stock,
including, without limitation, shares of preferred or preference stock, (ii) all partnership
interests (whether general or limited) in any Person which is a partnership, (iii) all
membership interests or limited liability company interests in any limited liability
company, and (iv) all equity or ownership interests in any Person of any other type.




     “Certificate of Incorporation” means the Certificate of Incorporation of the
Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.




     “Common Stock” means the Common Stock, par value $.0001 per share, of the
Issuer and any other Capital Stock into which such stock may hereafter be changed.




     “Common Stock Equivalent” means any Convertible Security or warrant, option or
other right to subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Security.




     “Convertible Securities” means evidences of Indebtedness, shares of Capital
Stock or other Securities which are or may be at any time convertible into or exchangeable
for Additional Shares of Common Stock. The term “Convertible Security” means one of the
Convertible Securities.




     “Governmental Authority” means any governmental, regulatory or self-regulatory
entity, department, body, official, authority, commission, board, agency or instrumentality,
whether federal, state or local, and whether domestic or foreign.



14









 






     “Holders” mean the Persons who shall from time to time own any Warrant. The
term “Holder” means one of the Holders.




     “Independent Appraiser” means a nationally recognized or major regional
investment banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements of the
Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets
of corporations or other entities as going concerns, and which is not affiliated with either
the Issuer or the Holder of any Warrant.




     “Issuer” means Dirt Motor Sports, Inc., a Delaware corporation, and its
successors.




     “Majority Holders” means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.




     “Original Issue Date” means May___, 2006.




     “OTC Bulletin Board” means the over-the-counter electronic bulletin board.




     “Other Common” means any other Capital Stock of the Issuer of any class which
shall be authorized at any time after the date of this Warrant (other than Common Stock) and
which shall have the right to participate in the distribution of earnings and assets of the
Issuer without limitation as to amount.




     “Outstanding Common Stock” means, at any given time, the aggregate amount of
outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as
applicable) of all options, warrants and other Securities which are convertible into or
exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that
are outstanding at such time.




     “Person” means an individual, corporation, limited liability company,
partnership, joint stock company, trust, unincorporated organization, joint venture,
Governmental Authority or other entity of whatever nature.




     “Per Share Market Value” means on any particular date (a) the last closing bid
price per share of the Common Stock on such date on the OTC Bulletin Board or another
registered national stock exchange on which the Common Stock is then listed, or if there is
no such price on such date, then the closing bid price on such exchange or quotation system
on the date nearest preceding such date, or (b) if the Common Stock is not listed then on
the OTC Bulletin Board or any registered national stock exchange, the last closing bid price
for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin
Board or in the National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on such date, or
(c) if the Common Stock is not then reported by the OTC Bulletin Board or the National
Quotation Bureau Incorporated (or similar organization or



15









 






agency succeeding to its functions of reporting prices), then the average of the “Pink
Sheet” quotes for the five (5) Trading Days preceding such date of determination, or (d) if
the Common Stock is not then publicly traded the fair market value of a share of Common
Stock as determined by an Independent Appraiser selected in good faith by the Majority
Holders; provided, however, that the Issuer, after receipt of the
determination by such Independent Appraiser, shall have the right to select an additional
Independent Appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such Independent Appraiser; and provided, further
that all determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such period. The
determination of fair market value by an Independent Appraiser shall be based upon the fair
market value of the Issuer determined on a going concern basis as between a willing buyer
and a willing seller and taking into account all relevant factors determinative of value,
and shall be final and binding on all parties. In determining the fair market value of any
            shares of Common Stock, no consideration shall be given to any restrictions on transfer of
the Common Stock imposed by agreement or by federal or state securities laws, or to the
existence or absence of, or any limitations on, voting rights.




     “Purchase Agreement” means the Series D Convertible Preferred Stock Purchase
Agreement dated as of May___, 2006, among the Issuer and the investors a party thereto.




     “Securities” means any debt or equity securities of the Issuer, whether now or
hereafter authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any Security.
“Security” means one of the Securities.




     “Securities Act” means the Securities Act of 1933, as amended, or any similar
federal statute then in effect.




     “Subsidiary” means any corporation at least 50% of whose outstanding Voting
Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of
its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.




     “Term” has the meaning specified in Section 1 hereof.




     “Trading Day” means (a) a day on which the Common Stock is traded on the OTC
Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the event that
the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day
shall mean 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 are authorized or required by law
or other government action to close.




     “Voting Stock” means, as applied to the Capital Stock of any corporation,
Capital Stock of any class or classes (however designated) having ordinary voting power for
the



16









 






election of a majority of the members of the Board of Directors (or other governing
body) of such corporation, other than Capital Stock having such power only by reason of the
happening of a contingency.




     “Warrants” means the Warrants issued and sold pursuant to the Purchase
Agreement, including, without limitation, this Warrant, and any other warrants of like tenor
issued in substitution or exchange for any thereof pursuant to the provisions of Section
2(c), 2(d) or 2(f) hereof or of any of such other Warrants.




     “Warrant Price” initially means $4.50, as such Warrant Price may be adjusted
from time to time as shall result from the adjustments specified in this Warrant, including
Section 4 hereto.




     “Warrant Share Number” means at any time the aggregate number of shares of
Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
giving effect to all prior adjustments and increases to such number made or required to be
made under the terms hereof.




     “Warrant Stock” means Common Stock issuable upon exercise of any Warrant or
Warrants or otherwise issuable pursuant to any Warrant or Warrants.



     10. Other Notices. In case at any time:




	 	(A)	 	the Issuer shall make any
distributions to the holders of Common Stock; or
	 
	 	(B)	 	the Issuer shall authorize the
granting to all holders of its Common Stock of rights to
subscribe for or purchase any shares of Capital Stock of any
class or other rights; or
	 
	 	(C)	 	there shall be any
reclassification of the Capital Stock of the Issuer; or
	 
	 	(D)	 	there shall be any capital
reorganization by the Issuer; or
	 
	 	(E)	 	there shall be any (i)
consolidation or merger involving the Issuer or (ii) sale,
transfer or other disposition of all or substantially all of the
Issuer’s property, assets or business (except a merger or other
reorganization in which the Issuer shall be the surviving
corporation and its shares of Capital Stock shall continue to be
outstanding and unchanged and except a consolidation, merger,
sale, transfer or other disposition involving a wholly-owned
Subsidiary); or
	 
	 	(F)	 	there shall be a voluntary or
involuntary dissolution, liquidation or winding-up of the Issuer
or any partial





17









 






	 	 	 	liquidation of the Issuer or distribution to holders of
Common Stock;




then, in each of such cases, the Issuer shall give written notice to the Holder of the date on
which (i) the books of the Issuer shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the
action in question and not less than ten (10) days prior to the record date or the date on which
the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to
receive copies of all financial and other information distributed or required to be distributed to
the holders of the Common Stock.




     11. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant
may be amended, or compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by a written instrument or written instruments executed
by the Issuer and the Holder. No consideration shall be offered or paid to any person to amend or
consent to a waiver or modification of any provision of this Warrant unless the same consideration
is also offered to all holders of the Warrants.



     12. Governing Law; Jurisdiction. This Warrant 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 Warrant shall not be interpreted or construed with any presumption against the
party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any
dispute arising under this Warrant 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 Issuer and the Holder
irrevocably consent to personal jurisdiction in the state and federal courts of the state of New
York. The Issuer and the Holder 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 Warrant and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in
any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing
party in any suit, action or proceeding arising out of or relating to this Warrant 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.



     13. 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., eastern time,
on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or



18









 




communication is delivered via facsimile at the facsimile telephone number specified for
notice later than 5:00 p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time,
on such date, (iii) the Trading 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 the
Holder of this Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at its
last known address or facsimile number appearing on the books of the Issuer maintained for such
purposes, or with respect to the Issuer, 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



Copies of notices to the Issuer 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 the Holder shall be sent to such Holder’s
legal counsel as specified in the Purchase Agreement or in writing delivered from the Holder to the
Issuer, with copies to 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) 715-9121. Any party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party hereto.




     14. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant,
appoint an agent having an office in New York, New York for the purpose of issuing shares of
Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof,
exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.



     15. Remedies. The Issuer stipulates that the remedies at law of the Holder of this
Warrant in the event of any default or threatened default by the Issuer in the performance of or
compliance with any of the terms of this Warrant are not and will not be adequate and that, to the
fullest extent permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction against a violation of
any of the terms hereof or otherwise.



     16. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof
and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall
be enforceable by any such Holder or Holder of Warrant Stock.



19









 





     17. Modification and Severability. If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent necessary to make it
enforceable by such court or agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the other provisions of
this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been
contained herein.



     18. Headings. The headings of the Sections of this Warrant are for convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.



20









 





     IN WITNESS WHEREOF, the Issuer has executed this Series D Warrant as of the day and year first
above written.



	 	 	 	 	 
	 	DIRT MOTOR SPORTS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




21









 





EXERCISE FORM

SERIES D WARRANT




DIRT MOTOR SPORTS, INC.



The
undersigned
                    , pursuant to the provisions of the within Warrant, hereby elects to
purchase            shares of Common Stock of Dirt Motor Sports, Inc. covered by the within Warrant.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	Signature
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





ASSIGNMENT



FOR VALUE RECEIVED,                      hereby sells, assigns and transfers unto
                     the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint
                    , attorney, to transfer the said Warrant on the books of the within named corporation.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	Signature
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





PARTIAL ASSIGNMENT



FOR VALUE RECEIVED,
                     hereby sells, assigns and transfers unto ___
the right to purchase            shares of Warrant Stock evidenced by the within Warrant together
with all rights therein, and does irrevocably constitute and appoint                     , attorney,
to transfer that part of the said Warrant on the books of the within named corporation.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	Signature
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





FOR USE BY THE ISSUER ONLY:



This Warrant No. W-___
canceled (or transferred or exchanged) this
     day of
                ,
          ,
shares of Common Stock issued therefor in the name of
                    , Warrant No. W-___issued
for             shares of Common Stock in the name of                     .





-22-