REGISTRATION AGREEMENT
REGISTRATION AGREEMENT dated as of January 1, 1997, among ACTION
PERFORMANCE COMPANIES, INC., an Arizona corporation (the "Company"); MOTORSPORTS
TRADITIONS LIMITED PARTNERSHIP, a North Carolina limited partnership ("MTL");
and MIDLAND LEASING, INC., a North Carolina corporation, ("Midland"), and
MOTORSPORTS BY MAIL, INC., a North Carolina corporation ("MBM"), which owns
substantially all of the partnership interests of MTL. (MTL, Midland, MBM, and
the other partners of MTL are collectively referred to as the "Holders.")
WITNESSETH
The Company acquired substantially all of the assets of MTL under the
terms of an Asset Purchase Agreement of even date. A portion of the
consideration for the assets of MTL included 57,142 shares of Company's Common
Stock (the "Shares"). The Shares are "restricted securities" as defined in Rule
144 under the Securities Act of 1933, as amended. As a result, there are
substantial restrictions on the ability of the Holders to sell the Shares in the
absence of registration under the Securities Act of 1933 and applicable state
securities laws. In order to enable the Holders to sell all or a portion of the
Shares, the Company has agreed to the terms of this Agreement.
NOW THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt, adequacy, and sufficiency of which are
hereby acknowledged by the parties, the parties hereby agree as follows:
1. REGISTRATION
1.1 Definitions. As used in this Agreement, the following terms shall
have the following meanings:
(a) The term "Act" means the Securities Act of 1933, as
amended.
(b) The term "Blackout Period" means any period (A) beginning
on the date on which the Company notifies the Holders (as defined below) that
(i) the Board of Directors of the Company, in its good faith judgment, has
determined that there are material developments with respect to the Company such
that it would be seriously detrimental to the Company and its shareholders to
utilize a registration statement pursuant to Sections 1.2 or 1.3 below; (ii) the
Board of Directors of the Company, in its good faith judgment, has determined
that financial statements with respect to the Company, which may be required to
utilize a registration statement pursuant to Sections 1.2 or 1.3 below, are
unavailable; or (iii) the Company has notified the Holders that it intends to
file a registration statement for a Subsequent Financing within 30 days of the
mailing of such notice in accordance with Section 2.3 hereof, and (B) ending on
the date (1) with respect to clause (i) above, as soon as practicable but not
more than 30 days after the date on which the Company notifies the Holders of
the Board of Directors' determination; (2) with respect to clause (ii) above, as
soon as financial statements sufficient to permit Company to file or permit the
utilization of a registration statement under the Act have become available; and
(3) with respect to clause (iii) above, 90 days after the effective date of the
registration statement for the Subsequent Financing.
(c) The term "Holders" means those persons owning or having
the right to acquire Registrable Securities (as defined below).
(d) The term "Maximum Includable Securities" shall mean the
maximum number of shares of each type or class of the Company's securities that
a managing or principal underwriter, in its good faith judgment, deems
practicable to offer and sell at that time in a firm commitment underwritten
offering without materially and adversely affecting the marketability or price
of the securities of the Company to be offered. When more than one type or class
of the Company's securities are to be included in a registration, the managing
or
principal underwriter of the offering shall designate the maximum number of each
such type or class of securities that is included in the Maximum Includable
Securities.
(e) The term "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.
(f) The term "Registrable Security" shall refer to (i) the
Shares, and (ii) any shares of Common Stock or other securities of the Company
that may subsequently be issued or issuable with respect to the Shares as a
result of a stock split or dividend or any sale, transfer, assignment, or other
transaction by the Company or a Holder involving the Shares and any securities
into which the Shares may thereafter be changed as a result of merger,
consolidation, recapitalization, or otherwise. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when they
have been distributed to the public pursuant to an offering registered under the
Act or sold to the public through a broker, dealer, or market-maker in
compliance with Rule 144 under the Act.
(g) "SEC" means the Securities and Exchange Commission.
(h) The term "Subsequent Financing" means an offering of the
Company's Common Stock or other securities convertible or exercisable into
shares of the Company's Common Stock within 36 months after the date of this
Agreement.
1.2 Mandatory Registration.
(a) Not later than 30 days after the date of this Agreement,
the Company shall file a registration statement under the Act with the SEC, and
under any applicable state securities laws, covering the Shares and shall use
its best efforts to cause the registration statement to become effective as soon
as practicable and to remain effective for a period of three years after the
date of this Agreement.
(b) The Company may include Additional Shares of Common Stock
or other securities to be sold by the Company and/or by other holders of Common
Stock or other securities in any registration statement to be filed pursuant to
this Section 1.2.
1.3 Piggy-Back Registration Rights.
(a) Except as provided in Section 1.3(e), if at any time the
Company proposes to file on its behalf and/or on behalf of any of its
securityholders a registration statement under the Act on Form S-1, S-2, or S-3
(or any other appropriate form for the general registration of securities) with
respect to any of its capital stock or other securities, the Company shall give
each Holder written notice at least 20 days before the filing with the SEC of
such registration statement. If any Holder desires to have Registrable
Securities registered pursuant to this Section 1.3, such Holder shall so advise
the Company in writing within 15 days after the date of mailing of such notice
from the Company. The Company shall thereupon include in such filing the number
of Registrable Securities for which registration is so requested, subject to its
right to reduce the number of Registrable Securities as hereinafter provided,
and shall use its best efforts to effect registration under the Act of such
Registrable Securities. Notwithstanding the foregoing, the Company shall not be
required to provide notice of filing of a registration statement and to include
therein any Registrable Securities if the proposed registration is
(i) a registration of stock options, stock purchases,
or compensation or incentive plans, or of securities issued or issuable pursuant
to any such plan, or a dividend reinvestment plan, on Form S-8 or other
comparable form then in effect; or
(ii) a registration of securities proposed to be
issued in exchange for securities or assets of, or in connection with, a merger
or consolidation with another corporation.
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(b) In the event the offering in which any Holder's
Registrable Securities are to be included pursuant to this Section 1.3 is to be
underwritten, the Company shall furnish the Holders with a written statement of
the managing or principal underwriter as to the Maximum Includable Securities as
soon as practicable after the expiration of the 15-day period provided for in
Section 1.3(a). If the total number of securities proposed to be included in
such registration statement is in excess of the Maximum Includable Securities,
the number of securities to be included within the coverage of such registration
statement shall be reduced to the Maximum Includable Securities as follows:
(i) no reduction shall be made in the number of
shares of capital stock or other securities to be registered for the account of
the Company or on behalf of any of its securityholders that have the right to
require the Company to initiate a registration of such securities; and
(ii) the number of Registrable Securities and other
securities that may be included in the registration, if any, shall be allocated
among the Holders of Registrable Securities and holders of other securities (the
"Other Holders") requesting inclusion on a pro rata basis, with the number of
each type or class of securities of each Holder and Other Holder thereof
included in the registration to be that number determined by multiplying (A) the
total number of such type or class of security included in the Maximum
Includable Securities less (B) the number of such type or class of security to
be registered for the account of the Company, by a fraction, the numerator of
which will be the total number of such type or class of security that such
Holder or Other Holder owns, and the denominator of which will be the total
number of such type or class of security owned by all Holders and Other Holders
that have requested inclusion of such type or class of security in the
registration.
(c) The Company shall, in its sole discretion, select the
underwriter or underwriters, if any, that are to undertake the sale and
distribution of the Registrable Securities to be included in a registration
statement filed under the provisions of this Section 1.3.
(d) At such time that the Company intends to effect a
Subsequent Financing, it shall notify the Holders of such intent and shall
designate the proposed offering as a Subsequent Financing. Except to the extent
that the Company, in its sole discretion, may otherwise permit, the Holders
shall have no right to have any Registrable Securities registered pursuant to
this Section 1.3 in any Subsequent Financing.
(e) The right to registration provided in this Section 1.3 is
in addition to and not in lieu of the demand registration rights provided in
Section 1.2. The provisions of this Section 1.3 shall not apply, however, to any
Holders requesting registration pursuant to this Section 1.3 that are or may be
free, at the time, to sell within the next 90-day period all of the Registrable
Securities with respect to which such registration was requested in accordance
with Rule 144 (or any similar rule or regulation) under the Act.
1.4 Obligations of the Company. Whenever required under Section 1.2 or
Section 1.3 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement on
such form as the Company deems appropriate with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective. With respect to registration statements filed pursuant to
Section 1.3 hereof, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, the Company shall keep such
registration statement effective for up to 180 days, or such shorter period as
is reasonably required to dispose of all securities covered by such registration
statement.
(b) Notify the Holders promptly after it has received notice
of the time when such registration statement has become effective or any
supplement to any prospectus forming a part of such registration statement has
been filed.
(c) Prepare and file with the SEC, and promptly notify the
Holders of the filing of, such amendments and supplements to such registration
statement and the prospectus used in connection with such
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registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(d) Advise each Holder promptly after it has received notice
or obtained knowledge thereof of the issuance of any stop order by the SEC
suspending the effectiveness of any such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
(e) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(f) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business, to file a general consent
to service of process, or to become subject to tax liability in any such states
or jurisdictions, or to agree to any restrictions as to the conduct of its
business in the ordinary course thereof.
(g) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering, together with
each Holder participating in such underwritten offering, as provided in Section
1.5(c).
(h) Prepare and promptly file with the SEC, and promptly
notify such Holders of the filing of, any amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Act, any event has occurred as
the result of which any such prospectus must be amended in order that it does
not make any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.
(i) In case any of such Holders or any underwriter for any
such Holders is required to deliver a prospectus at a time when the prospectus
then in effect may no longer be used under the Act, prepare promptly upon
request such amendment or amendments to such registration statement and such
prospectus as may be necessary to permit compliance with the requirements of the
Act.
(j) If any of the Registrable Securities are then listed on
any securities exchange or the Nasdaq Stock Market, the Company will cause all
such Registrable Securities covered by such registration statement to be listed
on such exchange or the Nasdaq Stock Market.
1.5 Obligations of Holders. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
each of the selling Holders shall:
(a) Furnish to the Company such information regarding
themselves, the Registrable Securities held by them, the intended method of sale
or other disposition of such securities, the identity of and compensation to be
paid to any underwriters proposed to be employed in connection with such sale or
other disposition, and such other information as may reasonably be required to
effect the registration of their Registrable Securities.
(b) Notify the Company, at any time when a prospectus relating
to Registrable Securities covered by a registration statement is required to be
delivered under the Act, of the happening of any event with respect to such
selling Holder as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.
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(c) In the event of any underwritten public offering, each
Holder participating in such underwriting shall enter into and perform its
obligations under the underwriting agreement for such offering, and if requested
to do so by the underwriters managing such offering, each Holder shall enter
into a customary holdback agreement.
1.6 Expenses of Mandatory Registration. The Company shall bear and pay
all expenses incurred in connection with registrations, filings, or
qualifications pursuant to Section 1.2 (other than underwriting discounts and
commissions with respect to Registrable Securities included in such registration
and any fees and costs of the Holders' legal counsel or other advisors),
including (without limitation) all registration, filing, and qualification fees,
Blue Sky fees and expenses, printers' and accounting fees, costs of listing on
Nasdaq, costs of furnishing such copies of each preliminary prospectus, final
prospectus, and amendments thereto as each Holder may reasonably request, and
fees and disbursements of counsel for the Company.
1.7 Expenses of Piggy-Back Registration. The Company shall bear and pay
all expenses incurred in connection with any registration, filing, or
qualification of Registrable Securities with respect to each of the
registrations pursuant to Section 1.3 (other than underwriting discounts and
commissions with respect to Registrable Securities included in such registration
and any fees and costs of the Holders' legal counsel or other advisors),
including (without limitation) all registration, filing, and qualification fees,
Blue Sky fees and expenses, printers' and accounting fees, costs of listing on
Nasdaq, costs of furnishing such copies of each preliminary prospectus, final
prospectus, and amendments thereto as each Holder may reasonably request, and
fees disbursements of counsel for the Company.
1.8 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) The Company will indemnify and hold harmless each Holder,
the officers and directors of each Holder, any underwriter (as defined in the
Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Act or the Securities Exchange Act of
1934, as amended (the "1934 Act"), against any losses, claims, damages, or
liabilities (joint or several) to which such person or persons may become
subject under the Act, the 1934 Act, or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions, or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in any registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company will reimburse each
such Holder, officer or director, underwriter, or controlling person for any
legal or other expenses reasonably incurred by such person or persons in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this Section 1.8(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company, nor shall the Company be liable in any such loss,
claim, damage, liability, or action to the extent that it arises out of or is
based upon (i) a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such Holder, underwriter, or controlling person, or (ii) the
failure of such Holder, underwriter, or controlling person to deliver a copy of
the registration statement or the prospectus, or any amendments or supplements
thereto, after the Company has furnished such person with a sufficient number of
copies of the same.
(b) Each selling Holder will indemnify and hold harmless the
Company, each of its officers and directors, and each person, if any, who
controls the Company within the meaning of the Act, any underwriter and any
other Holder selling securities in such registration statement or any of its
directors or officers or any person who controls such Holder, against any
losses, claims, damages, or liabilities (joint or several) to which the Company
or any such officer, director, controlling person, or underwriter or controlling
person may become subject, under the Act, the 1934 Act, or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent)
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that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such officer, director, controlling
person, underwriter or controlling person, other Holder, officer, director, or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 1.8(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Holder. Notwithstanding
anything to the contrary herein contained, a Holder's indemnity obligation, in
such person's capacity as a Holder, shall be limited to the net proceeds
received by such Holder from the offering out of which the indemnity obligation
arises.
(c) Promptly after receipt by an indemnified party under this
Section 1.8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnified party, except that such fees and expenses shall be paid by
the indemnifying party if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 1.8, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 1.8.
(d) The indemnification provided by this Section 1.8 shall be
a continuing right to indemnification and shall survive the registration and
sale of any of the Registrable Securities hereunder and the expiration or
termination of this Agreement.
1.9 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act, the Company agrees to use its best efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
(c) furnish to any Holder, as long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Act, and the 1934 Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC that permits the selling of any such
securities without registration or pursuant to such form.
1.10 Amendment and Waiver. Any amendment or waiver of any provision
under this Agreement may be effected only with the written consent of the
Company and the Holders of at least a majority of the Registrable Securities
then outstanding.
1.11 Remedies. The parties hereto acknowledge and agree that the breach
of any part of this Agreement may cause irreparable harm and that monetary
damages alone may be inadequate. The parties hereto therefore agree that any
party shall be entitled to injunctive relief or such other applicable remedy as
a court of
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competent jurisdiction may provide. Nothing contained herein will be construed
to limit any party's right to any remedies at law, including recovery of damages
for breach of any part of this Agreement.
2. MISCELLANEOUS
2.1 Notification for Benefit of Holders. In the event that (i) the
Company is actively pursuing the preparation and filing of a registration
statement for an underwritten offering in which it may be possible for the
Holders to participate pursuant to Section 1.3 of this Agreement, and (ii) the
Holders are not actively pursuing an offering or selling Registrable Securities
pursuant to an offering at that time, the Company shall promptly notify the
Holders of such activity. Upon receipt of such notice, the Holders shall cease
any sales of Registrable Securities pursuant to any registration statement or
otherwise until the earlier of (a) 90 days after receipt of such notice; (b) two
trading days after the Company files such registration statement or publicly
announces its intention to file such registration statement (subject to the
restrictions on any such sales provided for elsewhere in this Agreement); or (c)
the Company notifies the Holder that it no longer is actively pursuing such
underwritten offering. The Company shall promptly notify the Holders of any
changes in its plans for or active pursuit of such underwritten offering.
2.2 Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement, shall be governed by and
construed in accordance with the laws of the state of Arizona, notwithstanding
any Arizona or other conflict-of-law provisions to the contrary.
2.3 Notices. All notices, requests, demands, and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made, and received when delivered against
receipt, upon receipt of a facsimile transmission, or upon actual receipt of
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:
(a) If to the Company:
2401 West First Street
Phoenix, Arizona 85281
Attention: Fred W. Wagenhals
Phone: (602) 517-3710
Facsimile: (602) 967-1403
with a copy given in the manner
prescribed above, to:
O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, P.A.
One East Camelback Road
Phoenix, Arizona 85012
Attention: Robert S. Kant, Esq.
Phone: (602) 263-2606
Facsimile: (602) 263-2900
(b) If to any Holder:
2835 Armentrout Drive
Concord, North Carolina 28205
Attention: Kenneth R. Barbee
Phone: (704) 784-2700
Facsimile: (704) 784-2707
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with a copy given in the manner
prescribed above, to:
Robinson, Bradshaw & Hinson, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246-1900
Attention: Stokley G. Caldwell, Jr., Esq.
Phone: (704) 377-8332
Facsimile: (704) 378-4000
Any party may alter the address to which communications or
copies are to be sent by giving notice of such change to each of the other
parties hereto in conformity with the provisions of this paragraph for the
giving of notice.
2.4 Binding Nature of Agreement. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors, and assigns.
2.5 Entire Agreement. This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements and understandings,
inducements or conditions, express or implied, oral or written, except as herein
contained. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This Agreement may not be modified or amended other than by an agreement in
writing.
2.6 Section Headings. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.
2.7 Gender. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.
2.8 Indulgences, Not Waivers. Neither the failure nor any delay on the
part of a party to exercise any right, remedy, power, or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power, or privilege preclude any other or further
exercise of the same or any other right, remedy, power, or privilege, nor shall
any waiver of any right, remedy, power, or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power, or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
2.9 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. Any photographic or xerographic copy of this Agreement, with all
signatures reproduced on one or more sets of signature pages, shall be
considered for all purposes as of it were an executed counterpart of this
Agreement.
2.10 Provisions Separable. The provisions of this Agreement are
independent and separable from each other, and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for any reason any
other or others of them may be invalid or unenforceable in whole or in part.
2.11 Number of Days. In computing the number of days for purposes of
this Agreement, all days shall be counted, including Saturdays, Sundays, and
holidays; provided, however, that if the final day of any time period
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falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to
be the next day which is not a Saturday, Sunday, or holiday.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date and year first above written.
MOTORSPORTS TRADITIONS LIMITED ACTION PERFORMANCE
PARTNERSHIP COMPANIES, INC.
By:___________________________ By:_________________________________
General Partner
Its:________________________________
MIDLAND LEASING, INC.
By:___________________________
Its:__________________________
MOTORSPORTS BY MAIL, INC.
By:___________________________
Its:__________________________
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