SECURITIES EXCHANGE
AGREEMENT
This Securities
Exchange Agreement (this “Agreement”), is dated as of
July 26, 2005 (the “Effective Date”), by and
between Dirt Motor Sports Racing, Inc., a Delaware corporation
formerly known as Boundless Motor Sports Racing, Inc., a Colorado
corporation (the “Company”), and Paul A. Kruger
(“Mr. Kruger”):
A. Mr. Kruger
is the Chairman, Chief Executive Officer and President of the
Company and desires to return to the Company for cancellation
1,500,000 (the “Shares”) of the Company’s common
stock, par value $.0001 per share (the “Common Stock”)
currently held by him in exchange for a warrant to purchase 750,000
shares of Common Stock upon the terms and conditions set forth in
the form of the five year warrant attached hereto as
Exhibit A (the “Warrant”), and the Company
is agreeable to such exchange.
In consideration
of the premises and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Company
and Mr. Kruger hereby agree as follows:
1.
Securities Exchange . On the Effective Date:
(a) Mr. Kruger
shall deliver to the Company a stock certificate, endorced in
blank, representing the Shares (the “Certificate”);
and
(b) upon
receipt of the Certificate, the Company will instruct its transfer
agent to cancel the Shares and will issue to Mr. Kruger the
Warrant.
In the event the
stock certificate delivered to the Company by Mr. Kruger in
accordance with Section 1(a) represents more shares of Common Stock
than the Shares, the Company will also instruct its transfer agent
to issue a new stock certificate to Mr. Kruger representing
the balance of the excess of such shares of Common
Stock.
2.
Representations and Warranties of the Company . The Company
represents and warrants to Mr. Kruger, as follows:
(a) The
offer and exchange of the Warrant is intended to be exempt from
registration under the Securities Act, by virtue of
Section 4(1) of the Securities Act.
(b) This
Agreement has been duly authorized, validly executed and delivered
on behalf of the Company and is a valid and binding agreement and
obligation of the Company enforceable against the Company in
accordance with its terms, subject to limitations on enforcement by
general principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors’ rights generally, and
the Company has full power and authority to execute and deliver
this Agreement and the other agreements and documents contemplated
hereby and to perform its obligations hereunder and
thereunder
