UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 1

INTERNATIONAL SPEEDWAY CORPORATION
(Name of the Issuer)

International Speedway Corporation
NASCAR Holdings, Inc.
Nova Merger Sub, Inc.
James C. France
Lesa France Kennedy
Western Opportunity Limited Partnership
Carl Investment Limited Partnership
Carl Two Limited Partnership
Carl Three Limited Partnership
Sierra Central, LLC
Principal Investor Company
Quaternary Investment Company
Carl Two, LLC
Carl Three, LLC
(Name of Persons Filing Statement)

Class A Common Stock, $.01 Par Value
Class B Common Stock, $.01 Par Value
(Title of Class of Securities)

460335201 (Class A Common Stock)
460335-30-0 (Class B Common Stock)
(CUSIP Number of Class of Securities)

W. Garrett Crotty International Speedway Corporation One Daytona Boulevard Daytona Beach, Florida 32114 (386) 254-2700	Karen Leetzow NASCAR Holdings, Inc. One Daytona Boulevard Daytona Beach, Florida 32114 (386) 947-6884

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

Michael A. Gold	Edward D. Herlihy	Jonathan Gordon
Saul Ewing Arnstein & Lehr LLP	David E. Shapiro	Beverly B. Reyes
1919 Pennsylvania Avenue,	Wachtell, Lipton, Rosen & Katz	Baker Botts L.L.P.
Suite 550	51 West 52nd Street	30 Rockefeller Plaza
Washington, DC 20006	New York, New York 10019	New York, New York 10012
(202) 295-6651	(212) 403-1000	(212) 408-2500

This statement is filed in connection with (check the appropriate box):

☒	a.	The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Exchange Act”).
o	b.	The filing of a registration statement under the Securities Act of 1933.
o	c.	A tender offer.
o	d.	None of the above.
		Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
		Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

TRANSACTION VALUATION*	AMOUNT OF FILING FEE**
$1,280,859,146	$155,241

(*)

Calculated solely for purposes of determining the filing fee. The underlying value of the transaction was based upon the value of the securities to be acquired in accordance with Rule 0-11(b)(2) of the Exchange Act based on the sum of (a) the product of 28,455,456 shares of Class A Common Stock and Class B Common Stock and the per-share merger consideration of $45.00 and (b) the product of (i) 18,792 shares of Class A Common Stock and Class B Common Stock issuable upon exercise of options to purchase shares of common stock and (ii) the difference between $45.00 and the weighted average exercise price of such options of $25.65, as of May 31, 2019.

(**)

The amount of filing fee was calculated in accordance with Rule 0-11(b) of the Exchange Act by multiplying 0.0001212 by the aggregate transaction valuation.

☒

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $155,241

Form or Registration No.: Preliminary Proxy Statement on Schedule 14A (File No. 000-02384)

Filing Party: International Speedway Corporation

Date Filed: July 5, 2019

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INTRODUCTION

This Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Amended Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) International Speedway Corporation (the “Company”), a Florida corporation and the issuer of the shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and Class B common stock, par value $0.01 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Company Common Stock”) that are subject to the Rule 13e-3 transaction; (ii) NASCAR Holdings, Inc. (“Parent”), a Florida corporation; (iii) Nova Merger Sub, Inc. (“Merger Sub”), a Florida corporation; (iv) James C. France, the Chairman of the board of directors of the Company (the “Board”); (v) Lesa France Kennedy, the Company’s Vice Chairwoman and Chief Executive Officer; (vi) Western Opportunity Limited Partnership, a Florida limited partnership; (vii) Carl Investment Limited Partnership, a Florida limited partnership; (viii) Carl Two Limited Partnership, a Florida limited partnership; (ix) Carl Three Limited Partnership, a Florida limited partnership; (x) Sierra Central, LLC, a Florida limited liability company; (xi) Principal Investor Company, a Florida corporation; (xii) Quaternary Investment Company, a Florida corporation; (xiii) Carl Two, LLC, a Florida limited liability company; and (xiv) Carl Three, LLC, a Florida limited liability company. Collectively, the persons filing this Amended Transaction Statement are referred to as the “filing persons.”

This Amended Transaction Statement relates to the Agreement and Plan of Merger, dated May 22, 2019 (as it may be amended from time to time, the “Merger Agreement”) by and among the Company, Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”). If the Merger is completed, and upon the satisfaction of the conditions set forth in the Merger Agreement, holders of Company Common Stock (other than holders who have elected to dissent from the Merger and seek appraisal rights and holders of the Rollover Shares (as defined below)) will be entitled to receive $45.00 in cash for each share held (the “Merger Consideration”). Further, following completion of the Merger, the shares of Class A Common Stock will cease to be listed on the Nasdaq Stock Market LLC, the shares of Class B Common Stock will cease to be quoted on the Over-The-Counter Bulletin Board and price quotations with respect to sales of shares of Company Common Stock in the public market will no longer be available. In addition, registration of the Company Common Stock under the Exchange Act will be terminated.

The proposed Merger is a “going-private transaction” under the rules of the SEC. Approximately 75% of the combined voting power of the outstanding Company Common Stock is owned by James C. France (the Company’s Chairman of the Board), Lesa France Kennedy (the Company’s Vice Chairwoman and Chief Executive Officer), Brian Z. France (a director of the Company) as well as certain members of their respective families and related entities and trusts (the “France Family Group”). Parent is currently wholly owned by James C. France, Lesa France Kennedy and certain members of their respective families (other than Brian Z. France) and related entities and trusts. Prior to the effective time of the Merger, members of the France Family Group (other than Brian Z. France, his children and certain related entities and trusts) (such members of the France Family Group, the “Rollover Shareholders”) will cause to be transferred, directly or indirectly to Parent, pursuant to a rollover letter agreement, dated as of the date of the Merger Agreement, between such shareholders and Parent (the “Rollover Commitment Letter”), shares of Company Common Stock (the “Rollover Shares”), including through transfers of the equity interests of certain of such Rollover Shareholders to Parent or to a newly formed holding company, which in turn will cause the applicable Rollover Shares held by such Rollover Shareholders to be transferred, directly or indirectly, to Parent, and, as a result, such Rollover Shareholders will not receive the Merger Consideration. We refer to the Rollover Shareholders together with Parent and Merger Sub as the “Purchaser Group Members.”

In the Proxy Statement (as defined below), we refer to those Purchaser Group Members and their affiliates who are filing persons as the “Controlling Purchaser Group Members.” We refer to the remaining Purchaser Group Members in the Proxy Statement as the “Other Purchaser Group Members.” None of the Other Purchaser Group Members individually hold 5% or more of the outstanding shares of Company Common Stock, control 5% or more of the aggregate voting power of the outstanding shares of Company Common Stock, serve as a

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director or executive officer of the Company, have the power to appoint any director or executive officer of the Company, will hold 5% or more of the equity interests in Parent, will serve as a director or executive officer of the surviving corporation or will have the power to appoint any director or executive officer of the surviving corporation.

The Board formed a committee (the “Special Committee”) consisting solely of independent and disinterested directors of the Company to consider if the transaction was the best option for the Company and the Company’s shareholders other than the Purchaser Group Members, Brian Z. France, their respective affiliates and certain of Parent’s executive officers (the “Public Shareholders”) and, if so, to evaluate and negotiate the terms of a transaction (as described more fully in the accompanying Proxy Statement). The Board, based in part on the unanimous recommendation of the Special Committee, has unanimously (a) approved and adopted the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (b) declared that it is fair and reasonable to and in the best interests of the Company and the Public Shareholders that the Company enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, (c) directed that the Merger Agreement be submitted for approval by the Company’s shareholders and (d) resolved to recommend that the Company’s shareholders approve the Merger Agreement (the “Merger Agreement Proposal”).

The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of Company Common Stock, voting together as a single class, entitled to vote on such matter at the special meeting is required to approve the Merger Agreement (the “General Shareholder Vote”). In addition, the Merger Agreement makes it a condition to the parties’ obligations to consummate the Merger that holders of at least a majority of the aggregate voting power of all outstanding shares of Company Common Stock held by the Public Shareholders, voting together as a single class, entitled to vote on such matter at the special meeting, vote in favor of the approval of the Merger Agreement (the “Public Shareholder Vote,” and together with the General Shareholder Vote, the “Required Shareholder Vote”).

Concurrently with the filing of this Amended Transaction Statement, the Company is filing with the SEC a revised preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to the definitive version of which the Board will solicit proxies from shareholders of the Company in connection with the Merger. The Proxy Statement is incorporated by reference herein as Exhibit (a)(1). A copy of the Merger Agreement is annexed to the Proxy Statement as Annex A and is incorporated herein by reference.

At the special meeting, Company shareholders will be asked to consider and vote upon (1) a proposal to approve the Merger Agreement (the “Merger Agreement Proposal”); (2) the non-binding, advisory proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the Merger (the “Advisory Compensation Proposal”); and (3) a proposal to approve an adjournment of the special meeting, if necessary or appropriate (as determined in good faith by the Company), to solicit additional proxies if there are insufficient votes at the time of the special meeting to obtain the Required Shareholder Vote (the “Adjournment Proposal”).

The approval of the Merger Agreement Proposal is a condition to the completion of the Merger. The approval of the Advisory Compensation Proposal and the Adjournment Proposal are not conditions to the completion of the Merger.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule 13E-3 have the meanings given to them in the Proxy Statement.

All information concerning the Company contained in, or incorporated by reference into, this Amended Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Amended Transaction Statement and the Proxy Statement was supplied by such filing person. No filing person, including the Company, is responsible for the accuracy of any information supplied by any other filing person.

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Item 1.	Summary Term Sheet	1
Item 2.	Subject Company Information	1
Item 3.	Identity and Background of Filing Persons	1
Item 4.	Terms of the Transaction	1
Item 5.	Past Contacts, Transactions, Negotiations and Agreements	3
Item 6.	Purposes of the Transaction and Plans or Proposals	4
Item 7.	Purposes, Alternatives, Reasons and Effects	4
Item 8.	Fairness of the Transaction	5
Item 9.	Reports, Opinions, Appraisals and Negotiations	6
Item 10.	Source and Amounts of Funds or Other Consideration	7
Item 11.	Interest in Securities of the Subject Company	7
Item 12.	The Solicitation or Recommendation	8
Item 13.	Financial Statements	8
Item 14.	Persons/Assets, Retained, Employed, Compensated or Used	9
Item 15.	Additional Information	9
Item 16.	Exhibits	10

iii

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Item 1.

Summary Term Sheet (Regulation M-A Item 1001)

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

Item 2.

Subject Company Information (Regulation M-A Item 1002)

(a) Name and Address.

International Speedway Corporation
One Daytona Boulevard
Daytona Beach, Florida 32114
(386) 254-2700

(b) Securities. The subject classes of equity securities are the Class A Common Stock and Class B Common Stock of the Company. As of July 31, 2019, 23,869,675 and 19,615,542 shares of Class A Common Stock and Class B Common Stock, respectively, were outstanding.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “Important Information Regarding International Speedway Corporation—Market Price of the Company Common Stock” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger Agreement—Conduct of Business Pending the Merger”

“Important Information Regarding International Speedway Corporation—Dividends”

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding International Speedway Corporation—Issuer Purchases of Equity Securities”

“Important Information Regarding International Speedway Corporation—Transactions in Company Common Stock by Controlling Purchaser Group Members”

“Agreements Involving Common Stock”

Item 3.

Identity and Background of Filing Persons (Regulation M-A Item 1003)

(a)-(c) Name and Address, Business and Background of Entities, Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties to the Merger”

“Important Information Regarding International Speedway Corporation—Company Background”

“Important Information Regarding International Speedway Corporation—Directors and Executive Officers”

“Important Information Regarding the Controlling Purchaser Group Members”

Item 4.

Terms of the Transaction (Regulation M-A Item 1004)

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

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“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Position of the Controlling Purchaser Group as to Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Anticipated Accounting Treatment of the Merger”

“The Parties to the Merger”

“The Special Meeting—Required Vote”

“The Merger Agreement Proposal”

“The Merger Agreement”

“Agreements Involving Common Stock—Rollover Commitment Letter”

Annex A: Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing—Rollover Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement Proposal”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Equity Awards”

“The Merger Agreement—Payment for Shares of Company Common Stock and Equity Awards”

“Agreements Involving Common Stock”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“Rights of Appraisal”

Annex C: Sections 607.1301 through 607.1333 of the Florida Business Corporations Act

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Provisions for Unaffiliated Shareholders”

(f) Eligibility for Listing or Trading. Not applicable.

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Item 5.

Past Contacts, Transactions, Negotiations and Agreements (Regulation M-A Item 1005)

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Payment for Shares of Company Common Stock and Equity Awards”

“Agreements Involving Common Stock”

“Important Information Regarding International Speedway Corporation—Transactions in Company Common Stock by Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions Between the Company and Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions Between the Directors and Executive Officers of the Company and the Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions by the France Family Group and the Company’s Directors and Executive Officers”

(b)-(c) Significant Corporate Events, Negotiations or Contracts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Position of Controlling Purchaser Group Members as to Fairness of the Merger”

“Special Factors—Alternatives to the Merger”

“Special Factors—Financing”

“The Merger Agreement”

“Agreements Involving Common Stock”

Annex A: Agreement and Plan of Merger

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing—Rollover Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Required Vote”

“The Merger Agreement”

“Agreements Involving Common Stock”

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“Important Information Regarding International Speedway Corporation—Transactions in Company Common Stock by Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions Between the Company and Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions Between the Directors and Executive Officers of the Company and the Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions by the France Family Group and the Company’s Directors and Executive Officers”

Annex A: Agreement and Plan of Merger

Item 6.

Purposes of the Transaction and Plans or Proposals (Regulation M-A Item 1006)

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“The Merger Agreement Proposal”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Equity Awards”

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Important Information Regarding International Speedway Corporation—Dividends”

“Delisting and Deregistration of Common Stock”

Annex A: Agreement and Plan of Merger

Item 7.

Purposes, Alternatives, Reasons and Effects (Regulation M-A Item 1013)

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

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“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Position of Controlling Purchaser Group Members as to Fairness of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Alternatives to the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Certain Effects of the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Position of the Controlling Purchaser Group Members as to Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger Agreement—The Merger ”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Equity Awards ”

“Agreements Involving Common Stock”

“Rights of Appraisal”

Annex A: Agreement and Plan of Merger

Item 8.

Fairness of the Transaction (Regulation M-A Item 1014)

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

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“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Controlling Purchaser Group Members’ Purposes and Reasons for the Merger”

“Special Factors—Position of the Controlling Purchaser Group Members as to Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Annex B: Opinion of Dean Bradley Osborne Partners LLC

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“The Special Meeting—Purpose of the Special Meeting”

“The Special Meeting—Required Vote”

“The Merger Agreement Proposal”

“The Merger Agreement—Conditions to the Merger”

(d) Unaffiliated Representatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Position of the Controlling Purchaser Group Members as to Fairness of the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the Controlling Purchaser Group Members as to Fairness of the Merger”

“The Merger Agreement Proposal”

(f) Other Offers. None.

Item 9.

Reports, Opinions, Appraisals and Negotiations (Regulation M-A Item 1015)

(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Opinion of Financial Advisor to the Special Committee”

“Special Factors—Summary of Presentation s Provided by Goldman Sachs ”

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“Special Factors—Litigation”

“Where You Can Find Additional Information”

Annex B: Opinion of Dean Bradley Osborne Partners LLC

The presentation materials dated January 4, 2019, January 21, 2019, January 31, 2019, February 8, 2019, February 21, 2019, March 10, 2019, April 25, 2019 and May 22, 2019, each prepared by Dean Bradley Osborne Partners LLC and reviewed by the Special Committee are attached hereto as Exhibits (c)(2) through (c)(9) and are incorporated by reference herein.

The preliminary valuation analysis materials dated February 12, 2019, prepared by the plaintiff’s financial advisors and reviewed by the Special Committee are attached hereto as Exhibit (c)(10) and are incorporated by reference herein.

The updated valuation analysis materials dated March 21, 2019, prepared by the plaintiff’s financial advisors and reviewed by the Special Committee are attached hereto as Exhibit (c)(11) and are incorporated by reference herein.

The presentation materials provided to the management of NASCAR Holdings, Inc. on October 29, 2018, November 5, 2018, February 5, 2019, February 13, 2019, February 20, 2019, February 26, 2019, March 4, 2019, March 6, 2019 and March 25, 2019 and the presentation materials provided to Dean Bradley Osborne Partners LLC on February 21, 2019, each prepared by Goldman Sachs & Co. LLC, are attached hereto as Exhibits (c)(12) through (c)(21) and incorporated by reference herein.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours.

Item 10.

Source and Amounts of Funds or Other Consideration (Regulation M-A Item 1007)

(a)-(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing”

“The Merger Agreement—Other Covenants and Agreements—Debt Financing”

“Agreements Involving Common Stock”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination Fees and Expense Reimbursement; Limitations on Liability”

Item 11.

Interest in Securities of the Subject Company (Regulation M-A Item 1008)

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding International Speedway Corporation—Security Ownership of Management and Certain Beneficial Owners”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Financing—Rollover Financing”

“Agreements Involving Common Stock”

“Important Information Regarding International Speedway Corporation—Transactions in Company Common Stock by Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions Between the Company and the Controlling Purchaser Group Members”

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“Important Information Regarding International Speedway Corporation—Transactions Between the Directors and Executive Officers of the Company and the Controlling Purchaser Group Members”

“Important Information Regarding International Speedway Corporation—Transactions by the France Family Group and the Company’s Directors and Executive Officers”

Item 12.

The Solicitation or Recommendation (Regulation M-A Item 1012)

(d) Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Parent, and Sub and the Controlling Purchaser Group Members for the Merger”

“Special Factors—Position of the Controlling Purchaser Group Members as to Fairness of the Merger”

“Special Factors—Financing—Rollover Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Voting by Company’s Directors and Executive Officers”

“The Special Meeting—Voting by Rollover Shareholders”

“The Merger Agreement—Rollover Shareholder Voting Obligations”

“Agreements Involving Common Stock”

(e) Recommendation of Others.The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger”

“The Special Meeting—Recommendation of Company Board”

“The Merger Agreement Proposal”

Item 13.

Financial Statements (Regulation M-A Item 1010)

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding International Speedway Corporation—Historical Selected Financial Information”

“Important Information Regarding International Speedway Corporation—Book Value Per Share”

“Where You Can Find Additional Information”

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2018 and the financial statements set forth in Item 1 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended February 28, 2019 and May 31, 2019 are incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

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Item 14.

Persons/Assets, Retained, Employed, Compensated or Used (Regulation M-A Item 1009)

(a)-(b) Solicitations and Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15.

Additional Information (Regulation M-A Item 1011)

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Advisory Compensation Proposal”

(c) Other Material Information. The entirety of the Proxy Statement, including all annexes thereto, is incorporated by reference.

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Item 16.

Exhibits (Regulation M-A Item 1016)

Exhibit Number	Description of Document
(a)(1)	Preliminary Proxy Statement of International Speedway Corporation (incorporated by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on August 9, 2019, and incorporated herein by reference).
(a)(2)	Letter to Company Shareholders (incorporated by reference to the Proxy Statement).
(a)(3)	Notice of Special Meeting of Shareholders (incorporated by reference to the Proxy Statement).
(a)(4)	Offer Letter dated November 8, 2018 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on November 9, 2018 and pursuant to Rule 14a-12 of the Exchange Act).
(a)(5)	Press Release dated November 9, 2018 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on November 9, 2018 and pursuant to Rule 14a-12 of the Exchange Act).
(a)(6)	Note to Employees of NASCAR Holdings, Inc. (incorporated by reference to the Company’s filing with the SEC on November 9, 2018 pursuant to Rule 14a-12 of the Exchange Act).
(a)(7)	Note to Monster Energy NASCAR Cup Series Team Owners (incorporated by reference to the Company’s filing with the SEC on November 9, 2018 pursuant to Rule 14a-12 of the Exchange Act).
(a)(8)	Note to Employees of International Speedway Corporation (incorporated by reference to the Company’s filing with the SEC on November 9, 2018 pursuant to Rule 14a-12 of the Exchange Act and pursuant to Rule 14a-12 of the Exchange Act).
(a)(9)	Press Release dated May 22, 2019 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 22, 2019 and pursuant to Rule 14a-12 of the Exchange Act).
(a)(10)	Email to Employees (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on May 22, 2019 and pursuant to Rule 14a-12 of the Exchange Act).
(b)(1)	Debt Commitment Letter, dated as of May 22, 2019, by and among Goldman Sachs Bank USA, Bank of America, N.A., BofA Securities, Inc., PNC Bank, National Association, PNC Capital Markets LLC and NASCAR Holdings, Inc.
(b)(2)	Amended and Restated Debt Commitment Letter, dated as of July 8, 2019, by and among Goldman Sachs Bank USA, Bank of America, N.A., BofA Securities, Inc., PNC Bank National Association, PNC Capital Markets, LLC, Fifth Third Bank and NASCAR Holdings, Inc.
(c)(1)	Opinion of Dean Bradley Osborne Partners LLC, dated May 22, 2019 (incorporated by reference to Annex B of the Proxy Statement).
(c)(2)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated January 4, 2019.
(c)(3)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated January 21, 2019.
(c)(4)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated January 31, 2019.
(c)(5)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated February 8, 2019.
(c)(6)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated February 21, 2019.
(c)(7)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated March 10, 2019.
(c)(8)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated April 25, 2019.
(c)(9)	Presentation materials of Dean Bradley Osborne Partners LLC to the Special Committee of International Speedway Corporation, dated May 22, 2019.
(c)(10)	Preliminary valuation analysis materials of the plaintiff’s financial advisors provided to the Special Committee of International Speedway Corporation, dated February 12, 2019.

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Exhibit Number	Description of Document
(c)(11)	Updated valuation analysis of the plaintiff’s financial advisors provided to the Special Committee of International Speedway Corporation, dated March 21, 2019.
(c)(12)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on October 29, 2018.
(c)(13)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on November 5, 2018.
(c)(14)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on February 5, 2019.
(c)(15)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on February 13, 2019.
(c)(16)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on February 20, 2019.
(c)(17)	Presentation materials of Goldman Sachs & Co. LLC provided to Dean Bradley Osborne Partners LLC on February 21, 2019.
(c)(18)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on February 26, 2019.
(c)(19)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on March 4, 2019.
(c)(20)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on March 6, 2019.
(c)(21)	Presentation materials of Goldman Sachs & Co. LLC provided to management of NASCAR Holdings, Inc. on March 25, 2019.
(d)(1)	Agreement and Plan of Merger, dated as of May 22, 2019, by and among NASCAR Holdings, Inc., Nova Merger Sub, Inc., and International Speedway Corporation (incorporated by reference to Annex A of the Proxy Statement).
(d)(2)	Rollover Commitment Letter, dated as of May 22, 2019, by and among NASCAR Holdings, Inc. and the filing persons listed on Schedule A to the Merger Agreement.
(d)(3)	Stock Transfer Agreement (ARB), by and among NASCAR Holdings, Inc., Automotive Research Bureau Inc., Random Burnett, Harold Goodemote and Raymond Mason as co-trustees of the Trust held under Paragraph C of Article SEVENTH of the William C. France Family Trust, Brian Z. France, Paul B. Brooks, Paul B. Brooks as Trustee and Independent Trustee of the Trust held under Article NINTH of the William C. France Family Trust Agreement, Paul B. Brooks, R. Todd Wilson and Deborah D. Lester as Independent Trustees of the Trust held under Article NINTH of the William C. France Family Trust Agreement, Lesa France Kennedy, James C. France and France Enterprises, Inc.
(d)(4)	Stock Transfer Agreement (WCF), by and among NASCAR Holdings, Inc., WCF Family I, Inc., Lesa France Kennedy, Brian Z. France, Lesa France Kennedy and Brian Z. France as co-personal representatives of the Estate of Betty Jane France and France Enterprises, Inc.
(f)	Sections 607.1301 through 607.1333 of the Florida Business Corporations Act (incorporated herein by reference to Annex C of the Proxy Statement).
(g)	None.

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SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 9, 2019

INTERNATIONAL SPEEDWAY CORPORATION

By:	/s/ John R. Saunders
	Name:	John R. Saunders
	Title:	President

NASCAR HOLDINGS, INC.

By:	/s/ James C. France
	Name:	James C. France
	Title:	Chief Executive Officer

NOVA MERGER SUB, INC.

By:	/s/ James C. France
	Name:	James C. France
	Title:	Chief Executive Officer

JAMES C. FRANCE
/s/ James C. France
James C. France

LESA FRANCE KENNEDY
/s/ Lesa France Kennedy
Lesa France Kennedy

WESTERN OPPORTUNITY LIMITED PARTNERSHIP

By: Principal Investor Company, its general partner

By:	/s/ James C. France
	Name:	James C. France
	Title:	President

By: Sierra Central, LLC, its general partner

By:	/s/ Lesa France Kennedy
	Name:	Lesa France Kennedy
	Title:	Manager and Sole Member

CARL INVESTMENT LIMITED PARTNERSHIP

By: Quaternary Investment Company, its general partner

By:	/s/ James C. France
	Name:	James C. France
	Title:	President

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CARL TWO LIMITED PARTNERSHIP

By: Carl Two, LLC, its general partner

By:	/s/ James C. France
	Name:	James C. France
	Title:	Manager and Sole Member

CARL THREE LIMITED PARTNERSHIP

By: Carl Three, LLC, its general partner

By:	/s/ James C. France
	Name:	James C. France
	Title:	Manager and Sole Member

SIERRA CENTRAL, LLC

By:	/s/ Lesa France Kennedy
	Name:	Lesa France Kennedy
	Title:	Manager and Sole Member

PRINCIPAL INVESTOR COMPANY

By:	/s/ James C. France
	Name:	James C. France
	Title:	President

QUATERNARY INVESTMENT COMPANY

By:	/s/ James C. France
	Name:	James C. France
	Title:	President

CARL TWO, LLC

By:	/s/ James C. France
	Name:	James C. France
	Title:	Manager and Sole Member

CARL THREE, LLC

By:	/s/ James C. France
	Name:	James C. France
	Title:	Manager and Sole Member

Exhibit (b)(1)

Execution Version

GOLDMAN SACHS BANK USA

200 WEST STREET

NEW YORK, NEW YORK 10282

BANK OF AMERICA, N.A.

BOFA SECURITIES, INC.

One Bryant Park

New York, New York 10036

PNC BANK, NATIONAL ASSOCIATION

4720 Piedmont Row Drive, Suite 200

Charlotte, NC 28210

PNC CAPITAL MARKETS LLC

The Tower at PNC Plaza

300 Fifth Ave., 10th Floor

Pittsburgh, PA 15222

CONFIDENTIAL

May 22, 2019

COMMITMENT LETTER

NASCAR Holdings, Inc.

One Daytona Boulevard

Daytona Beach, Florida 32114

Attention: Susan Schandel

Re: Project O2

Ladies and Gentlemen:

You have advised Goldman Sachs Bank USA, acting through any of their affiliates as it deems appropriate, (“GS Bank”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (“BofAS”), PNC Bank, National Association (“PNC Bank”). PNC Capital Markets LLC (“PNCCM”) and, together with any Additional Revolving Lenders (as defined below) and Additional Arrangers (as defined below), the “Commitment Parties”, “we” or “us”), that NASCAR Holdings, Inc., a Florida corporation (together with the Successor LLC (as defined herein), “you”), intends to:

(a) prior to and in anticipation of the consummation of the Acquisition (as defined herein) and on the Closing Date (as defined herein), (i) have a new holding company (“New Holdco”) acquire all of your issued and outstanding equity interests by way of a merger of a newly formed, direct or indirect, wholly-owned subsidiary of New Holdco with and into you, with you as the surviving company in such merger (the “Holding Company Restructuring”), (ii) immediately after the Holding Company Restructuring, either convert from a Florida corporation into a Delaware limited liability company or merge into a newly formed Delaware limited liability company that is a, direct or indirect, wholly-owned subsidiary of New Holdco with such limited liability company surviving such merger (the “Conversion”, and any such converted or surviving limited liability company, the “Successor LLC”), and (iii) through a combination of contributions or transfers to or acquisitions by you of Rollover Shares (as defined in the Acquisition Agreement (as defined herein)) or the merger of two entities that own Rollover Shares into you, acquire all of the Rollover Shares (together with the Holding Company Restructuring and the Conversion, the “Restructuring”);

(b) acquire all of the issued and outstanding shares (other than the Rollover Shares) of International Speedway Corporation, a Florida corporation (the “Target” and, together with its subsidiaries, the “Acquired Business”), on the Closing Date by way of a merger of your newly formed, direct or indirect, wholly-owned subsidiary organized under the laws of Florida (“Merger Sub”) with and into Target, with the Target as the surviving company in such merger (the “Acquisition”) in accordance with the Acquisition Agreement; and

(c) (i) repay in full (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees and security in respect thereof being released or authorized to be released pursuant to a customary payoff letter) (x) that certain Credit Agreement, dated as of August 30, 2018, by and among you, as borrower, the lenders from time to time parties thereto and PNC Bank, National Association, as administrative agent (the “Existing NASCAR Credit Agreement”) and (y) that certain Second Amended and Restated Credit Agreement, dated as of September 27, 2016, by and among Target, the lenders from time to time parties thereto, and Wells Fargo Bank, National Association (the “Existing Target Revolving Credit Agreement”), and (ii) repay, purchase and retire, redeem, defease and/or satisfy and discharge (or otherwise make arrangements reasonably satisfactory to the Commitment Parties to retire) (or cause the applicable issuer to repay, purchase and retire, redeem, defease and/or satisfy and discharge) (x) NASCAR’s 4.73% senior notes due April 2020 (the “NASCAR Notes”), (y) Target’s 4.63% Series 2011A senior notes due January 2021 (the “2021 Target Notes”) and (z) Target’s 3.95% Series 2012A senior notes due September 2024 (the “2024 Target Notes”; the repayment, purchase and retirement, redemption, defeasance and/or satisfaction and discharge (or the making of such other arrangements satisfactory to the Commitment Parties to retire) of the Existing NASCAR Credit Agreement, the Existing Target Revolving Credit Agreement, the NASCAR Notes, the 2021 Target Notes and the 2024 Target Notes, the “Refinancing”).

Capitalized terms used but not defined herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit.

You have advised us that the Acquisition (including fees, commissions and expenses, Refinancing and the Restructuring) is intended to be financed from the following sources:

(i) a $150.0 million senior secured first lien revolving credit facility having the terms set forth in Exhibit A hereto (the “Revolving Credit Facility”);

(ii) a $1,500.0 million senior secured first lien term loan facility (as such amount may be increased, at the Borrower’s option, by any additional amounts necessary to fund original issue discount and/or upfront fees on the Term Loan Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter) having the terms set forth in Exhibit A hereto (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Credit Facilities”); and

(iii) available cash on hand of you, the Target and your and its respective subsidiaries.

The transactions described in clauses (i) and (ii) above are referred to as the “Debt Financing”. The Debt Financing, the Acquisition, the Refinancing, the Restructuring and the payment of all related fees, commissions and expenses are collectively referred to as the “Transactions.” You, the Target and your and its respective subsidiaries are collectively referred to herein as the “Company”. As used in this Commitment Letter and the other Debt Financing Letters (as defined below), the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

The date on which the Acquisition is consummated is referred to herein as the “Closing Date”.

1. The Commitments.

In connection with the foregoing, we are pleased to inform you that (A) (i) GS Bank hereby commits, directly or through one or more of our affiliates, to provide 50% of the Term Loan Facility, (ii) Bank of America hereby commits, directly or through one or more of our affiliates, to provide 40% of the Term Loan Facility and (iii) PNC Bank hereby commits, directly or through one or more of our affiliates, to provide 10% of the Term Loan Facility (B) (i) GS Bank hereby commits, directly or through one or more of our affiliates, to provide 45% of the Revolving Credit Facility, (ii) Bank of America hereby commits, directly or through one or more of our affiliates, to provide 35% of the Revolving Credit Facility and (iii) PNC Bank hereby commits, directly or through one or more of our affiliates, to provide 20% of the Revolving Credit Facility.

The commitments described in this Section 1 are collectively referred to herein as the “Commitments.” The Initial Lenders’ (as defined below) obligations to provide the Senior Credit Facilities and the agreement of the Administrative Agent (as defined below) to perform the services described herein, are subject only to the specified closing conditions set forth in on Exhibit B to this letter (this letter, including the exhibits, schedules and annexes hereto, collectively, this “Commitment Letter”). Notwithstanding anything to the contrary in this Commitment Letter or the fee letter of even date hereof among the Commitment Parties and you (the “Fee Letter” and, together with this Commitment Letter, the “Debt Financing Letters”), there shall be no condition (express or implied) to closing and initial funding of the Senior Credit Facilities contained in the definitive documents relating to the Senior Credit Facilities (collectively, the “Definitive Debt Documents”) that is not specifically set forth on Exhibit B to this Commitment Letter.

2. Titles and Roles. As consideration for the Commitments, you hereby retain (i) (A) GS Bank, BofAS and PNCCM to act as joint lead arrangers and joint bookrunners in connection with the Term Loan Facility (in such capacities, the “Term Loan Lead Arrangers”) and (B) GS Bank, BofAS and PNCCM to act as joint lead arrangers and joint bookrunners in connection with the Revolving Credit Facility (in such capacities, the “Revolving Lead Arrangers” and, together with the Term Loan Lead Arrangers, the “Lead Arrangers”) and (ii) GS Bank or its affiliates to act as sole administrative agent and sole collateral agent in connection with the Senior Credit Facilities (in such capacity, the “Administrative Agent”). It is further agreed that (x) GS Bank will have “left side” designation and shall appear on the top left of any offering or marketing materials in respect of the Term Loan Facility and shall hold the leading role and responsibilities associated with such designation, including maintaining sole “physical books” and syndication rights in respect of the Term Loan Facility, BofAS shall appear immediately to the right of GS Bank on any offering or marketing materials in respect of the Term Loan Facility and PNCCM shall appear immediately to the right of BofAS on any offering or marketing materials in respect of the Term Loan Facility and (y) GS Bank will have “left side” designation and shall appear on the top left of any offering or marketing materials in respect of the Revolving Credit Facility and shall hold the leading role and responsibilities associated with such designation, BofAS shall appear immediately to the right of GS Bank on any offering or marketing materials in respect of the Revolving Credit Facility and PNCCM shall appear immediately to the right of BofAS on any offering or marketing materials in respect of the Revolving Credit Facility. You further agree that no other titles shall be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters) shall be paid in order to obtain any commitments with respect to the Senior Credit Facilities, unless you and each of us shall reasonably agree; provided that you shall have the right, at any time until thirty (30) business days after the date of your acceptance of this Commitment Letter, to obtain commitments to and/or award titles for the Revolving Credit Facility from additional banks, financial institutions and other entities (the “Additional Revolving Lenders” and, the Additional Revolving Lenders together with each of GS Bank, Bank of America and PNC Bank, each an “Initial Revolving Lender” and collectively, the “Initial Revolving Lenders”; the Initial Revolving Lenders together with the Initial Term Lenders,

the “Initial Lenders”) and, at your option, have such Additional Revolving Lender assume a portion of the rights and obligations of GS Bank and Bank of America hereunder in respect of the Commitments related to the Revolving Credit Facility pursuant to customary joinder documentation to this Commitment Letter and the Fee Letter (with the commitments of the Additional Revolving Lenders allocated to reduce GS Bank’s and Bank of America’s commitments under the Revolving Facility on a pro rata basis); provided, further, that (i) GS Bank shall retain at least 36% of the total compensatory economics (excluding administrative agency fees) in respect of the Revolving Credit Facility under the Debt Financing Letter, (ii) Bank of America shall retain at least 29% of the total compensatory economics (excluding administrative agency fees) in respect of the Revolving Credit Facility under the Debt Financing Letters and (iii) the compensatory economics under the Fee Letter (excluding administrative agency fees) payable to any such Additional Revolving Lender in respect of the Revolving Credit Facility shall be proportional to the commitments assumed by such Initial Revolving Lender. To the extent commitments are obtained from Additional Revolving Lenders pursuant to the preceding sentence, you may appoint such Additional Revolving Lenders or affiliates thereof as additional co-agents, lead arrangers, bookrunners, managers or arrangers in connection with the applicable Senior Credit Facilities (the “Additional Arrangers” and, together with the Lead Arrangers, each, an “Arranger” and collectively, the “Arrangers”).

3. Conditions Precedent. The closing of the Senior Credit Facilities and the making of the initial loans and other extensions of credit under the Senior Credit Facilities on the Closing Date are conditioned solely upon satisfaction or waiver by us of each of the conditions expressly set forth in Exhibit B to this Commitment Letter.

Documents, solvency (to be defined in a manner consistent with Exhibit C) of the Borrower and its subsidiaries (including the Acquired Business) on a pro forma consolidated basis on the Closing Date (after giving effect to the Transactions) , no conflicts (limited to the entry into the Senior Credit Facilities, the borrowings thereunder and the granting of liens in the Collateral to secure the Senior Credit Facilities (solely as and to the extent required hereunder)) of the Definitive Debt Documents with charter documents of any Credit Party, Federal Reserve margin regulations, use of proceeds not violating FCPA/anti-corruption laws, the Patriot Act or OFAC/anti-terrorism/sanctions laws, the Investment Company Act and, subject to the limitations set forth in the prior sentence, the creation, validity and perfection of security interests in the applicable Collateral. Notwithstanding anything to the contrary contained herein, if any of the Specified Acquisition Agreement Representations or Specified Representations is qualified or subject to “material adverse effect”, the definition of “Material Adverse Effect” in the Acquisition Agreement shall apply for the purposes of any representations and warranties made, or to be made, on or as of the Closing Date. This paragraph shall be referred to herein as the “Certain Funds Provision”.

4. Syndication.

(a) The Arrangers reserve the right, at any time after the date hereof and prior to or after execution of the Definitive Debt Documents, to syndicate all or part of the Commitments to banks, financial institutions and other entities identified by the Arrangers in consultation with you and subject to your consent (such consent not to be unreasonably withheld, delayed or conditioned) (collectively, with the Initial Lenders, the “Lenders”). Notwithstanding the Arrangers’ right to syndicate the commitments of the Initial Lenders and to receive commitments with respect thereto (other than as set forth in Section 2 above with respect to Additional Revolving Lenders), (a) other than pursuant to an assignment among GS Bank and Goldman Sachs Lending Partners LLC (“GSLP”), any assignments of the commitments hereunder by a Commitment Party in connection with a syndication shall not relieve, release or novate the Commitment Parties’ obligations to you to provide any portion of its commitment hereunder or to fund the loans on the Closing Date until after the initial funding of the Senior Credit Facilities on the Closing Date; provided that GS Bank may assign its commitments hereunder to GSLP prior to the initial funding of the Senior Credit Facilities, (b) no assignment or novation shall become effective (as between you and such Commitment Party) with respect to all or any portion of any Commitment Parties’ commitments with respect of the Senior Credit Facilities until after the initial funding of the Senior Credit Facilities on the Closing Date and (c) unless you otherwise expressly agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the funding of the Senior Credit Facilities on the Closing Date has occurred. The Lead Arrangers will exclusively manage all aspects of any such syndication in consultation with you, including decisions as to the selection of prospective Lenders to be approached, when they will be approached, when their commitments will be accepted, which prospective Lenders will participate (subject to your consent rights as set forth under the first sentence of this paragraph), the allocation of the commitments and naming rights among the Lenders, and the amount and distribution of fees to Lenders, it being understood and agreed that we will not syndicate to (x) those persons designated by you as a “Disqualified Lender” by written notice delivered to us on or prior to the date you deliver to us an executed signature page to this Commitment Letter (or affiliates of such persons either (i) identified in writing to the Lead Arrangers from time to time, or, if after the Closing Date, to the Administrative Agent or (ii) clearly identifiable as affiliates of such persons on the basis of such affiliates’ names), (y) any current or future NASCAR-affiliated “track” or “team” company, any current or future NASCAR media partner and in each case any director or officer thereof, in each case, designated in writing to the Lead Arrangers from time to time (or, if on or after the Closing Date, to the Administrative Agent) (and any affiliates of such designated entities clearly identifiable as affiliates of such designated entities on the basis of such affiliates’ names) or (z) those persons that are competitors (or affiliates of such competitors clearly identifiable as affiliates of such competitors on the basis of such affiliates’ names) of you or your subsidiaries or the Target and its subsidiaries identified in writing to the Lead Arrangers from time to time (or, if on or after the Closing Date, to the Administrative Agent) (collectively, the “Disqualified Lenders”); provided that the foregoing shall not apply retroactively to disqualify any assignment to the extent such assignment was acquired by a party that was not a Disqualified Lender at the time of such assignment; provided further, that a “competitor” or an affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other than a person who is separately identified by you to us on or prior to the date hereof) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and for which no personnel involved with the relevant competitor (A) make investment decisions or (B) have access to non-public information relating to the Company or any person that forms part of the Company’s business (including its subsidiaries).

(b) We intend to commence syndication efforts promptly upon your execution of this Commitment Letter, and you agree to assist us until the date that is the earlier of (i) 45 days after the Closing Date and (ii) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved (such earlier date referred to in clauses (i) and (ii), the “Syndication Date”). Such assistance shall be limited to, upon the request of the Lead Arranger: (i) your using commercially reasonable efforts to ensure that syndication efforts benefit from your and, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, the Acquired Business’ existing relationships with financial institutions and other prospective Lenders, (ii) your providing direct contact between your senior management, representatives and advisors, on the one hand, and the senior management representatives and advisors of the proposed Lenders and rating agencies, on the other hand (and your using commercially reasonable efforts, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, to cause direct contact between senior management, representatives and advisors of the Acquired Business on the one hand, and the proposed Lenders and rating agencies, on the other hand), (iii) your assistance (and your using commercially reasonable efforts, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, to cause the Acquired Business to assist) in the preparation of customary confidential information memoranda (the “Confidential Information Memorandum”), and other customary marketing materials reasonably deemed necessary by the Lead Arrangers to complete a successful syndication of the Commitments (together with the Confidential Information Memorandum, the “Materials”) and including any versions of the Materials required pursuant to paragraph (c) below, (iv) your using commercially reasonable efforts to obtain, prior to the commencement of general syndication, a public corporate rating and a public corporate family rating (but no specific rating) for the Borrower (after giving effect to the Transactions) from each of Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and public facility ratings (but not a specific rating) from each of S&P and Moody’s for the Term Loan Facility, and (v) your hosting with us (and to the extent any of us requests that senior management or representatives of the Target attend, you shall use your commercially reasonably efforts, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, to cause them to attend) of one general bank meeting with prospective Lenders during regular business hours at a time and in a place to be mutually agreed upon (and, if reasonably requested by the Lead Arranger, additional telephonic (or if mutually agreed, in person) investor meetings with proposed Lenders at times and places to be mutually agreed upon as part of the syndication process).

Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation or any confidentiality obligation binding on you, the Target and/or any of your or their respective affiliates; provided that (x) no such obligation of confidentiality shall be entered into primarily because of this sentence, (y) you shall use commercially reasonable efforts to obtain consents under any confidentiality obligations to permit the provision of such information and (z) you shall notify us of the nature of the information that is not being provided on the basis of such attorney-client privilege, law, rule, regulation or confidentiality obligations solely to the extent you are able to do so without violating the applicable obligation or privilege.

(c) At the request of the Lead Arranger, you agree to assist in the preparation of a version of any Materials consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to you, the Target, your or its affiliates or any of your or their respective securities for purposes of United States federal securities laws (such information and Materials, “Public Information”). Any information and documentation that is not Public Information is referred to herein as “Material Non-Public Information.” It is understood that in connection with your assistance described above, customary authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, it being understood that (x) the authorization letter for Public Information shall contain a representation by you to the Lenders that the Public Information does not include any such Material Non-Public Information, (y) each letter shall contain a customary “10b-5” representation, and (z) the information package will contain customary language exculpating us and our affiliates and you and your affiliates and the Target and its subsidiaries, with respect to any liability related to the use or misuse of the contents of such information package or any related marketing materials by any recipients thereof. You acknowledge and agree that the following documents contain and shall contain solely Public Information (unless you notify us promptly that any such document contains Material Non-Public Information, including by email and provided that such materials have been provided to you for review a reasonable period of time prior thereto): (i) drafts and final term sheets and Definitive Debt Documents with respect to the Senior Credit Facilities, (ii) administrative materials prepared by us for prospective Lenders (including a lender meeting invitation and Lender allocations, if any), and (iii) notification of changes in the terms of the Senior Credit Facilities. If reasonably requested by us, you shall identify Public Information by clearly and conspicuously marking the same as “PUBLIC”. All Materials will be deemed to include Material Non-Public Information unless so marked “PUBLIC”.

(d) You agree that all Materials and Information (as defined below) (including draft and execution versions of the Definitive Debt Documents) may, subject to the limitations above and in Section 9 of this Commitment Letter, be disseminated for syndication purposes in accordance with our standard syndication practices (including through hard copy and via one or more internet sites (including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions). Without limiting the foregoing, you authorize, and will use your commercially reasonable efforts, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, to obtain contractual undertakings from the Acquired Business to authorize, the use of your and its logos in connection with any such dissemination. You further agree that, at its expense, each Arranger may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as the Arrangers may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Borrower and its affiliates (or any of them), (ii) our and our affiliates’ titles and roles in connection with the Transactions, and (iii) the amount, type and closing date of such Transactions.

It is understood that the Commitment Parties’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments or participations in respect of, the Senior Credit Facilities, or any compliance or non-compliance with any provision of this Section 4 and none of the commencement nor successful completion of syndication of the Senior Credit Facilities, the obtaining of any ratings or any non-compliance with any provision of this Section 4 shall constitute a condition to the availability of the Senior Credit Facilities on the Closing Date.

5. Information. You hereby represent (with respect to the Target and its subsidiaries, solely to your knowledge that): (a) all written information and data (including the Materials) other than the Projections (as defined below) and information of a general economic or industry-specific nature (the “Information”) that has been or will be made available to us by or on behalf of you, when furnished, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading, taken as a whole, in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto), and (b) all projections and other forward-looking information that have been or will be made available to any of us by or on behalf of you (collectively, the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time such Projections are furnished to the Arrangers (it being understood that any such Projections are not to be viewed as facts, are not a guarantee of financial performance and are subject to uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material). The accuracy of the foregoing representations, in and of itself, shall not be a condition to our obligations hereunder or the initial funding of the Senior Credit Facilities.

You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware (to your knowledge, with respect to the Target and its Subsidiaries and their respective businesses) that any of the representations and warranties in the preceding sentence would be incorrect if the Information or Projections were then being furnished and such representations and warranties were then being made, you shall, (i) with respect to Information and/or Projections relating to you or your subsidiaries, supplement or cause to be supplemented promptly such Information and/or Projections, as the case may be, in order that such representations and warranties will be correct in all material respects under those circumstances and (ii) with respect to Information and/or Projections relating to the Target or its subsidiaries, use your commercially reasonable efforts to cause the Target to supplement such information in order that such representations and warranties to your knowledge will be correct in all material respects under those circumstances, and, in each case, such supplements shall cure any breach of any such representations and warranties.

We (i) will be relying on Information and data provided by or on behalf of you or the Acquired Business or any of your or its representatives or otherwise available from generally recognized public sources, without having independently verified the accuracy or completeness of the same and (ii) do not assume responsibility for the accuracy or completeness of any such Information and data.

6. Clear Market. You agree that, from the date hereof until the earlier of (x) the Syndication Date and (y) the termination of this Commitment Letter pursuant to Section 15 without the use of the Term Loan Facility, you and your subsidiaries will not, and you will use commercially reasonable efforts, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, to ensure that the Acquired Business will not, directly or indirectly, without the Arrangers’ prior written consent, syndicate, place, sell or issue, or attempt or offer to syndicate, place, sell or issue, any syndicated debt facility, or offered debt security of you, the Target or any of your or its respective subsidiaries (other than the Debt Financing contemplated hereby or intercompany debt), in each case that would reasonably be expected to materially impair the primary syndication of the Senior Credit Facilities; provided that (i) borrowings by you and your subsidiaries under the Existing NASCAR Revolving Credit Agreement (including replacement, extensions and/or renewals thereof), (ii) borrowings by the Target and its subsidiaries under the Existing Target Revolving Credit Agreement (including replacement, extensions and/or renewals thereof), (iii) indebtedness of the Target and its subsidiaries permitted to be incurred, issued or remain outstanding on or prior to the Closing Date pursuant to the Acquisition Agreement (including replacement, extensions and/or renewals thereof to the extent so permitted), (iv) deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings, in each case, will not be deemed to materially impair the primary syndication of the Senior Credit Facilities (v) any debt disclosed to us on or prior to the date hereof and (vi) any refinancing, replacement, extension, or renewal of existing debt of your or the Target or any of your or its subsidiaries that matures within one year of the date hereof or any amendment to any such debt.

It is understood that the Commitment Parties’ commitments hereunder are not conditioned upon, or any compliance or non-compliance with, any provision of this Section 6 and any non-compliance with any provision of this Section 6 shall not constitute a condition to the availability of the Senior Credit Facilities on the Closing Date.

7. Fees and Expenses. As consideration for the Commitments and our other undertakings hereunder, you hereby agree to pay or cause to be paid to us the fees, expenses and other amounts set forth in the Debt Financing Letters on the terms and subject to the conditions set forth therein.

8. Indemnification and Waivers; Expense Reimbursement. You agree to indemnify and hold harmless each of us (in our role as Commitment Parties) and each of our affiliates (including, without limitation, controlling persons) and each director, officer, employee, advisor, agent, successor, partner, representative and permitted assign of each of the foregoing (in each case, in respect of any Commitment Party in its capacity as such) (each an “Indemnified Person”) from and against any and all actions, suits, investigations, inquiries, claims, losses, damages, liabilities or proceedings of any kind or nature whatsoever (each a “Claim”) which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Debt Financing Letters, the Senior Credit Facilities, the use of proceeds thereof, the Transactions or the other transactions contemplated hereby or thereby (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “Proceeding”), and you agree to reimburse each Indemnified Person upon 30 days of a written demand for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole (and, solely in the case of an actual or potential conflict of interest where the Indemnified Person(s) affected by such conflict informs you of such conflict and thereafter, retains its own counsel, one additional conflicts counsel to each group of similarly affected Indemnified Persons taken as a whole) and, if reasonably necessary, of a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole or other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding; provided, however, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent (x) determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or its Related Indemnified Parties (as defined below) or (ii) a material breach by such Indemnified Person or any of its Related Indemnified Parties of its obligations under this Commitment Letter or the Fee Letter, or (y) related to a dispute solely among Indemnified Parties not arising from any act or omission of you or any of your affiliates (other than a claim against any Commitment Party solely in its capacity as an Arranger or Agent or any similar capacity under any of the Senior Credit Facilities). In the case of any Proceeding to which the indemnity in this paragraph applies, subject to the applicable exceptions in the preceding sentence, such indemnity and reimbursement obligations shall be effective, whether or not such Proceeding is brought by you, the Target, any of your or their respective security holders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Debt Financing Letters, the Senior Credit Facilities or any of the Transactions are consummated. The foregoing provisions of this paragraph shall be superseded to the extent covered by the applicable provision of the Definitive Debt Documents upon execution thereof and thereafter shall have no further force and effect. With respect to any Indemnified Person, “Related Indemnified Parties” means (1) any controlling person or controlled affiliate of such Indemnified Person, (2) the respective directors, officers or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (3) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of, or at the express instructions of, such Indemnified Person, controlling person or such controlled affiliate; provided that each reference to a controlling person, controlled affiliate, director, officer or employee in this sentence pertains to a controlling person, controlled affiliate, director, officer or employee involved in the negotiation or syndication of this Commitment Letter and the Facilities.

Notwithstanding any other provision of the Debt Financing Letters, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of, or a material breach of the obligations under this Commitment Letter, the term sheets or the Fee Letter by, such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling persons or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of the Indemnified Persons, nor the Company or its subsidiaries shall be liable (whether directly or indirectly, in contract or tort or otherwise) for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with any aspect of this Commitment Letter, the Fee Letter, the Transactions (including the Senior Credit Facilities and the use of proceeds thereunder) or with respect to any activities related to the Senior Credit Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Definitive Debt Documents; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in the immediately preceding paragraph.

You shall not, without the Arrangers’ prior written consent (not to be unreasonably withheld, delayed or conditioned) settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in which any Indemnified Person is a party and as to which indemnification or contribution could have been sought by such Indemnified Person hereunder whether or not such Indemnified Person is a party to any Debt Financing Letter, unless the settlement, compromise, consent or termination (A) includes an express unconditional release of all Indemnified Persons and their respective affiliates from all losses, claims, damages and liabilities, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with such Claim and (B) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person.

Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you or any of your affiliates under this Section to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof as determined by a final non-appealable judgment of a court of competent jurisdiction.

By executing this Commitment Letter, you agree to reimburse each Commitment Party (upon the earlier of (x) the Closing Date (to the extent invoiced at least three business days prior to the Closing Date) or (y) if this Commitment Letter is terminated, within three business days following the delivery of such invoice following such termination)) for all reasonable and documented or invoiced out-of-pocket expenses (including, but not limited to, expenses of the Commitment Parties’ consultants’ fees, syndication expenses, due diligence expenses, travel expenses and, in the case of legal fees and expenses, limited to the reasonable fees, disbursements and other charges and expenses of external counsel to the Commitment Parties (which shall be limited to a single external counsel) and of a single local counsel to the Commitment Parties in each relevant jurisdiction that are reasonably necessary (which may be a single counsel for multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case, incurred in connection with the Transactions, the Senior Credit Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Definitive Debt Documents and any security arrangements in connection therewith. You acknowledge that we may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. The foregoing provisions in this paragraph shall be superseded in each case, to the extent addressed thereby, by the applicable provisions contained in the Definitive Debt Document with respect to the Senior Credit Facilities upon execution thereof and thereafter shall have no further force and effect.

9. Confidentiality. This Commitment Letter is delivered to you on the understanding that you shall not disclose, directly or indirectly, to any other person the Fee Letter or the contents thereof or, prior to your acceptance hereof, the Commitment Letter or the contents hereof, except (a) as required by applicable law or compulsory legal process or to the extent required by governmental or regulatory authorities (in which case you agree to inform each of us promptly thereof to the extent practical and permitted to do so by law, rule or regulation), (b) to you and your officers, directors, employees, attorneys, stockholders (both direct and indirect current and prospective stockholders), accountants, auditors, agents, and advisors on a confidential basis, (c) Exhibits A and B may be disclosed to rating agencies in connection with their review of the Senior Credit Facilities or the Company, (d) the information contained in this Commitment Letter (but not that contained in the Fee Letter) may be disclosed in any Confidential Information Memorandum or in connection with the syndication of the Senior Credit Facilities, (e) this Commitment Letter (but not the Fee Letter) may be disclosed to the Acquired Business and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential basis and only in connection with the Transactions, (f) this Commitment Letter and the information contained in this Commitment Letter (but not the Fee Letter) may be disclosed (i) to the extent required by the applicable rules of any national securities exchange, and/or (ii) to the extent required by applicable U.S. securities laws, in connection with any Securities and Exchange Commission or other national securities exchange filings relating to the Acquisition, (g) to potential and actual Additional Revolving Lenders, Lenders and Additional Arrangers on a confidential basis, (h) to the extent economic portions and “Flex Provisions” thereof have been redacted in a manner reasonably agreed by us, you may disclose the Fee Letter and each of the contents thereof to the Acquired Business and its officers, directors, employees, attorneys, stockholders, accountants and advisors, in each case on a confidential basis, (i) to enforce your rights hereunder or under the Fee Letter, and (j) if the Arrangers consent in writing to such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned). You may also disclose, on a confidential basis, the aggregate amount of fees payable under the Fee Letter as part of a generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with the syndication of the Senior Credit Facilities. The provisions of this paragraph will expire and be of no further force and effect on the third anniversary of the date hereof.

Each Commitment Party shall use all confidential information received by it from you, the Acquired Business or your or its respective affiliates and representatives in connection with the Transactions solely for the purposes of providing the services contemplated by this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to any Lenders or participants or prospective Lenders or participants (other than Disqualified Lenders), or to any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of their respective obligations, (b) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law, rule or regulations (in which case we will promptly notify you, in advance, to the extent permitted by law, rule or regulation), (c) upon the request or demand of any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over any Commitment Party or any of its affiliates or upon the good faith determination by counsel of any Commitment Party that such information should be disclosed in light of ongoing oversight or review by any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall, except with respect to any routine audit or examination conducted by accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (d) to the officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents of us (collectively, “Representatives”) on a “need-to-know” basis in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (e) to any of the Commitment Parties’ respective affiliates, or Representatives of such affiliates (provided that any such affiliate or Representative is advised of its obligation to retain such information as confidential, and each Commitment Party shall be responsible for its affiliates’ and its affiliates’ Representatives’ compliance with this paragraph) solely in connection with the Transactions, (f) to the extent any such information is or becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter, (g) to establish a defense in any legal proceeding, (h) to enforce their respective rights hereunder or under the Fee Letter, (i) to the extent such information is independently developed by any Commitment Party and (j) to the extent that such information is or was received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you; provided that the disclosure of any such information to any Lenders or prospective Lenders, participants or prospective participants referred to above or to any potential counterparty to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of its

obligations shall be made (A) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information and (B) subject to the acknowledgment and acceptance by such Lenders or prospective Lenders, participant or prospective participant or counterparty (as applicable) that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials). Our obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Definitive Debt Documents upon the execution and delivery thereof and in any event shall terminate on the third anniversary of the date hereof.

10. Conflicts of Interest; Absence of Fiduciary Relationship. (a) You acknowledge and agree that (a) each Commitment Party and/or its affiliates and subsidiaries (each an “Arranger Group” and collectively the “Arranger Groups”), in its and their respective capacities as principal or agent are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i) its and their interests and duties hereunder and (ii) the duties or interests or other duties or interests of another member of such Commitment Party’s Arranger Group, (b) each Commitment Party and any other member of such Commitment Party’s Arranger Group may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on its own account or otherwise) with respect to you or any member of the same group as you, (iii) act in relation to any matter for any other person whose interests may be adverse to such Commitment Party or any member of its Arranger Group (a “Third Party”), and may retain for such Commitment Party’s or any of its Arranger Group’s own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of any such Arranger Group is in possession or has come or comes into possession (whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by any Commitment Party or any other member of its Arranger Group in performing services or providing advice to any Third Party or (iv) use permanent or ad hoc arrangements/information barriers between and within each Commitment Party’s divisions or divisions of other members of such Commitment Party’s Arranger Group for this purpose without locating directors, officers or employees in separate workplaces, (c) information that is held elsewhere within any Commitment Party or its Arranger Group, but of which none of the individual directors, officers, employees or other individuals having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining our responsibilities to you hereunder, (d) no Commitment Party and no other member of its Arranger Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on such Commitment Party’s or any of its affiliates’ own account or otherwise) or otherwise carrying on its or their business, and (e) (i) no Commitment Party nor any of our affiliates has assumed any advisory responsibility or any other obligation in favor of the Company or any of its affiliates except the obligations expressly provided for under the Debt Financing Letters and except as agreed between you and any Commitment Party in a separate engagement letter, (ii) each Commitment Party and its affiliates, on the one hand, and the Company and its affiliates, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company or any of its affiliates rely on, any advisory, fiduciary or agency relationship or any fiduciary or other implied duty on the part of such Commitment Party or any of its affiliates and (iii) each Commitment Party is (and is affiliated with) a full service financial firm and as such may effect from time to time transactions for its own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, the Arranger and any other member of its Arranger Group may at any time hold debt or equity securities for our or its own account in the Company). With respect to any securities and/or financial instruments so held by any Commitment Party, any of its affiliates or any of its respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to any breach or alleged breach of a fiduciary duty by the Commitment Parties with respect to the Debt Financing (and agree that the Commitment Parties shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim related to the Debt Financing or to any person asserting a fiduciary duty claim with respect to the Debt Financing on behalf of or in right of you, including your stockholders, employees or creditors). Additionally, you agree that each Commitment Party is acting as an independent contractor and is not providing accounting, tax or legal advice. You shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by the Debt Financing Letters. This Section shall not apply to or modify or otherwise affect any arrangement with any advisor (including any financial advisor) separately retained by you or any of your or its affiliates in connection with the Acquisition, in its capacity as such.

(b) You acknowledge that Goldman Sachs & Co. LLC, an affiliate of GS Bank, has been retained as a buy-side financial advisor to the Company (or its equityholders) (in such capacity, the “Financial Advisor”) in connection with the Transactions. You agree to any such retention and not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, (i) the engagement of the Financial Advisor or (ii) GS Bank or the Financial Advisor or any of GS Bank’s or its affiliates arranging or providing (or contemplating arranging or providing) financing for a competing bidder and, on the other hand, GS Bank’s relationship with you as described and referred to herein. Each of the Commitment Parties hereto acknowledges (i) the retention of Goldman Sachs & Co. LLC as the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of GS Bank or its affiliates.

11. Choice of Law; Jurisdiction; Waivers. The Debt Financing Letters, and any claim, controversy or dispute arising under or related to the Debt Financing Letters (whether in contract or tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State of New York, provided, however, that (a) the interpretation of the definition of “Material Adverse Effect” (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any inaccuracy of any Specified Acquisition Agreement Representations you have (or your applicable affiliate has) the right (determined without regard to any notice requirement) to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties and (c) the determination of whether the Acquisition is consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be governed by, and construed and interpreted in accordance with the laws of the state of Delaware without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction). To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any New York State court or federal court sitting in the Borough of Manhattan in New York City in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Debt Financing Letter (whether in law or equity, whether in contract or in tort or otherwise) and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined only in any such court and that service of process therein may be made by certified mail, postage prepaid, to the respective addresses set forth above and further agree that suit for the recognition or enforcement of any judgment obtained in any such New York State or federal court may be brought in any other court of competent jurisdiction. You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or any of us may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

YOU AND WE HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, SUIT, ACTION OR PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE DEBT FINANCING LETTERS, ANY OF THE TRANSACTIONS OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12. Miscellaneous.

(a) This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.

(b) You may not assign any of your rights, or be relieved of any of your obligations, under this Commitment Letter without the prior written consent of each Commitment Party, which may be given or withheld in its sole discretion (and any purported assignment without such consent, at our sole option, shall be null and void). Subject to Section 4, Bank of America may at any time and from time to time assign all or any portion of our respective Commitments hereunder to one or more of Bank of America’s affiliates, whereupon Bank of America shall be released from the portion of such Commitments hereunder held by Bank of America so assigned; provided that such assignment shall not relieve Bank of America’s obligation to fund the portion of such Commitments so assigned to the extent such assignee fails, upon satisfaction or waiver by us of all conditions to the making of the initial extensions of credit in accordance with the terms of this Commitment Letter, to fund such assigned Commitments on the Closing Date. Any and all obligations of, and services to be provided by, each of us hereunder (including the Commitments) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our affiliates or branches and we reserve the right to allocate, in whole or in part, to our affiliates or branches certain fees payable to us in such manner as we and our affiliates may agree in our and their sole discretion. You further acknowledge, subject to Section 9, that we may share with any of our affiliates, and such affiliates may share with us, any information relating to the Transactions, you or the Acquired Business (and your and their respective affiliates), or any of the matters contemplated in the Debt Financing Letters.

(c) This Commitment Letter has been and is made solely for the benefit of you, each of us and the Indemnified Persons and your, each of our and their respective successors and permitted assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and each of our agreements contained herein.

(d) The Debt Financing Letters set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Debt Financing Letters supersede all prior understandings and proposals, whether written or oral, between any of us and you relating to any financing or the transactions contemplated hereby and thereby.

(e) You agree that each of us or any of our affiliates may disclose information about the Transactions to market data collectors and similar service providers to the financing community.

(f) We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for each of us and the Lenders.

13. Amendment; Waiver. This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto. No waiver by any party of any breach of, or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party. You may terminate this Commitment Letter and the commitments of the Commitment Parties hereunder with respect to the Senior Credit Facilities (or any portion thereof) at any time upon written notice to the Commitment Parties from you, subject to your surviving obligations as set forth in Section 14.

14. Surviving Provisions. Notwithstanding anything to the contrary in this Commitment Letter, except as set forth in the immediately succeeding sentence: (i) Section 7 to and including 14 hereof shall survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Debt Documents have been executed and delivered or the Transactions consummated, and (ii) Sections 4 (provided that your obligations under Section 4 shall terminate on the earlier of the Syndication Date or the date this Commitment Letter is terminated without the use of the Term Loan Facility), 5, 6, 9 and 10, to and including 14 hereof shall survive execution and delivery of the Definitive Debt Documents and the consummation of the Transactions. Upon execution and delivery of the Definitive Debt Documents and the payment of all amounts owing at such time hereunder and under the Fee Letter, except as otherwise provided in the immediately preceding sentence, the provisions of this Commitment Letter shall be superseded in their entirety by those set forth in the Definitive Debt Documents.

15. Acceptance, Expiration and Termination. Please indicate your acceptance of the terms of the Debt Financing Letters by returning to each of us executed counterparts of the Debt Financing Letters not later than 11:59 p.m., New York City time, on May 22, 2019 (the “Deadline”). The Debt Financing Letters are conditioned upon your contemporaneous execution and delivery to each of us, and the contemporaneous receipt by each of us, of executed counterparts of each Debt Financing Letter on or prior to the Deadline. This Commitment Letter will expire at the Deadline in the event that you have not returned such executed counterparts to us by such time. Thereafter, except with respect to any provision that expressly survives pursuant to Section 14 and unless we shall, in our sole discretion, agree in writing to an extension, the Debt Financing Letters will terminate automatically on the earliest of (i) the date of termination of the Acquisition Agreement in accordance with its terms, (ii) the closing of the Acquisition with or without the use of the Senior Credit Facilities, (iii) 11:59 p.m., New York City time, on the date that is five (5) days after the Outside Date (as defined in the Acquisition Agreement as in effect on the date hereof), unless the Closing Date and the initial funding of the Senior Credit Facilities shall have occurred on or prior to such date. Notwithstanding anything herein to the contrary, you shall have the right to terminate this Commitment Letter, the commitments of the Commitment Parties with respect to the Term Loan Facility in whole or in part (if in part, on a pro rata basis among the Commitment Parties with commitments under the Term Loan Facility) and/or the commitments of the Commitment Parties with respect to the Revolving Credit Facility in whole or in part (if in part, on a pro rata basis among the Commitment Parties with commitments under the Revolving Credit Facility) at any time upon written notice from you to the Commitment Parties, subject to your surviving obligations as expressly set forth above in this Section 14.

Each of the parties hereto agrees that (i) this Commitment Letter constitutes a legal, valid and binding obligation of such parties, enforceable against such parties in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law) with respect to the subject matter herein and therein (including an obligation to negotiate the Definitive Debt Documents in good faith to be consistent with this Commitment Letter)), it being acknowledged and agreed that the commitment provided hereunder is subject only to those conditions set forth in Exhibit B-1 to this Commitment Letter and (ii) the Fee Letter constitutes a legal, valid and binding obligation of such parties, enforceable against such parties in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)).

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,

GOLDMAN SACHS BANK USA

By:	/s/ Robert Ehudin
		Name:	Robert Ehudin
		Title:	Authorized Signatory

BANK OF AMERICA, N.A.

By:	/s/ Anand Melvani
		Name:	Anand Melvani
		Title:	Managing Director

BOFA SECURITIES, INC.

By:	/s/ Anand Melvani
		Name:	Anand Melvani
		Title:	Managing Director

PNC BANK, NATIONAL ASSOCIATION

By:	/s/ Greg Wilcox
		Name:	Greg Wilcox
		Title:	Senior Vice President

PNC CAPITAL MARKETS LLC

By:	/s/ Gavin D. Young
		Name:	Gavin D. Young
		Title:	Managing Director

Accepted and agreed to as of the date first above written:

NASCAR HOLDINGS, INC.

By:	/s/ James C. France
		Name:	James C. France
		Title:	Chief Executive Officer

EXHIBIT A TO COMMITMENT LETTER

SUMMARY OF TERMS OF $1,650 MILLION SENIOR CREDIT FACILITIES

Set forth below is a summary of the principal terms of the Senior Credit Facilities and the documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit A have the meanings set forth elsewhere in this Commitment Letter.

I. Parties

Borrower

NASCAR Holdings, Inc. (which is anticipated to convert into, or merge with and into, a Delaware limited liability company) (the “Borrower”)

Guarantors

Holdco, the immediate parent of the Borrower (“Holdings”), and each of the Borrower’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic Restricted Subsidiaries (other than (a) immaterial subsidiaries (with an individual threshold of 5% of total assets or revenue, individually, or 10% of total assets or revenue in the aggregate, in each case, at the time of designation), (b) a subsidiary that is acquired after the Closing Date that is prohibited by applicable law or by any contractual obligation existing at the time of such acquisition thereof (and not entered into in contemplation thereof) from guaranteeing the Senior Credit Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or which would require a third party (other than the Borrower or a Guarantor) consent, approval, license or authorization in order to provide such Guarantee, it being understood that the Borrower and its subsidiaries shall have no obligation to obtain any such consent, approval, license or authorization, (c) a special purpose entity, (d) a not-for-profit subsidiary, (e) a receivables subsidiary, (f) a captive insurance company, (g) an Unrestricted Subsidiary (as defined below), any subsidiary acquired pursuant to a Permitted Acquisition or other investment permitted by the Loan Documents (as defined below) that has assumed secured debt not incurred in contemplation of such Permitted Acquisition or other investment and any Restricted Subsidiary thereof that guarantees such secured debt, in each case to the extent such secured debt prohibits such subsidiary from becoming a Guarantor, (h) a subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee will be excessive in view of the benefits to be obtained by the Lenders therefrom, (i)(i) for the avoidance of doubt, any non-U.S. subsidiary of the Borrower that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Internal Revenue Code of 1986, as amended (the “Code”), such non-U.S. subsidiary, a “CFC”), (ii) any direct or indirect U.S. subsidiary of a non-U.S. subsidiary of the Borrower that is a CFC and (iii) any U.S. subsidiary of the Borrower that owns no material assets (directly or through one or more disregarded entities) other than the equity (including, for this purpose, any

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debt or other instrument treated as equity for U.S. federal income tax purposes) of one or more foreign subsidiaries of the Borrower that are CFCs (a “CFC Holdco”) and (j) any subsidiary of the Target that is a party to any agreement related to the Target’s headquarters term loan or the Kansas TIF bonds to the extent guaranteeing the Credit Facilities would result in a breach of any such agreements (collectively, the “Guarantors;” the Borrower and the Guarantors, collectively, the “Credit Parties”). In addition, the Loan Documents (as hereafter defined) will include customary exclusions for Guarantors that are not “eligible contract participants” (as defined in the Commodity Exchange Act (7 U.S.C. section 1 et seq.), as amended from time to time, and any successor statute) from guaranteeing obligations of any Credit Party that relate to the Hedging Arrangements.

Subject to limitations on investments set forth in the Loan Documents, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary of the Borrower (other than any subsidiary that owns a race track facility) as an “unrestricted subsidiary” (any subsidiary so designated, an “Unrestricted Subsidiary”) (with any subsidiary of an Unrestricted Subsidiary constituting an Unrestricted Subsidiary); provided that no event of default shall have occurred and be continuing or would result upon any such designation. Notwithstanding anything to the contrary herein, Unrestricted Subsidiaries (and the sale of assets thereof) will not be subject to the mandatory prepayment, representation and warranty, affirmative or negative covenant or event of default provisions of the Loan Documents and the cash held by, and results of operations, indebtedness and interest expense of, Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Loan Documents. “Restricted Subsidiary” shall mean any existing or future direct or indirect subsidiary of the Borrower other than any Unrestricted Subsidiary.

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The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Borrower or its applicable Restricted Subsidiary at the date of designation in an amount equal to the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such investment is otherwise permitted). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary may only be made if no event of default exists or would result therefrom, and shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing investment, indebtedness or lien of such Restricted Subsidiary, as applicable.

Arrangers

(A) GS Bank, BofAS and PNCCM (each, a “Term Arranger” and collectively, the “Term Arrangers”) and (B) GS Bank, BofAS and PNCCM and each Additional Arranger with respect to the Revolving Credit Facility appointed in accordance with the Commitment Letter (each, a “Revolving Arranger” and collectively, the “Revolving Arrangers”; the Revolving Arrangers together with the Term Arrangers, the “Arrangers”).

Administrative Agent

GS Bank (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role.

Collateral Agent

GS Bank (in such capacity, the “Collateral Agent”). The Collateral Agent will perform the duties customarily associated with such role.

Lenders

A syndicate of banks, financial institutions and other entities (including GS Bank, Bank of America and PNC Bank) (collectively, the “Lenders”) identified by the Arrangers in accordance with the Commitment Letter.

Availability

The availability of the initial borrowings and other extensions of credit under the Senior Credit Facilities on the Closing Date will be subject only to the conditions set forth on Exhibit B-1, subject in each case to the Certain Funds Provisions.

Loan Documents

The definitive documentation governing or evidencing the Senior Credit Facilities and the Guarantees and Collateral documents described herein (collectively, the “Loan Documents”).

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II. Types and Amounts of Facilities

Term Loan Facility

A senior secured first lien term loan facility in an aggregate principal amount not to exceed $1,500 million (as such amount may be increased, at the Borrower’s option, by any additional amounts necessary to fund original issue discount and/or upfront fees on the Term Loan Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter) (the “Term Loan Facility” and, the loans thereunder, the “Term Loans”).

The full amount of the Term Loan Facility shall be available to be drawn by the Borrower in U.S. dollars in a single drawing on the Closing Date.

Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed.

Final Maturity and Amortization of

Term Loan Facility

The Term Loan Facility will mature on the date that is seven (7) years after the Closing Date and will amortize at a rate of 1% per annum (payable in (4) equal quarterly installments, beginning after the second full quarter ending after the Closing Date), with the balance payable on the seventh anniversary of the Closing Date.

Notwithstanding any of the foregoing, the Loan Documents shall provide the right for individual Lenders under the Term Loan Facility to agree to extend the maturity date of the outstanding Term Loans upon the request of the Borrower and without the consent of any other Lender pursuant to customary procedures to be agreed (any such loans that have been so extended, the “Extended Term Loans”); it being understood that each Lender under the applicable tranche or tranches that are being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such tranche or tranches; provided, that it is understood that no existing Lender will have any obligation to commit to any such extension.

The Administrative Agent and Borrower shall be permitted to effect such amendments to the Loan Documents as may be necessary or appropriate to give effect to the immediately preceding paragraph, including conforming amendments (which may be in the form of an amendment and restatement), without the consent of any Lender other than the Lenders agreeing to extend such Extended Term Loans.

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Revolving Credit Facility

A senior secured first lien revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facilities”) in an aggregate principal amount equal to $150.0 million (with the loans thereunder referred to herein as the “Revolving Credit Loans” and, together with the Term Loans, the “Loans”). Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to the limitations set forth herein.

The Revolving Credit Facility will be available in U.S. dollars.

Maturity of Revolving Credit Facility

The Revolving Credit Facility shall be available to the Borrower on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Revolving Credit Termination Date”); provided that the Loan Documents shall provide the right for individual Lenders under the Revolving Credit Facility to agree to extend the maturity date of the outstanding commitments under the Revolving Credit Facility upon the request of the Borrower and without the consent of any other Lender pursuant to customary procedures to be agreed; provided, that no existing Lender will have any obligation to commit to any such extension. The Revolving Credit Facility will be payable at maturity (no required amortization).

Incremental Credit Facilities

The Borrower shall have the right to increase the size of the Term Loan Facility and/or incur additional tranches of term loans (“Incremental Term Loans”) and/or increase the size of the Revolving Credit Facility (“Incremental Revolving Commitments” and, together with Incremental Term Loans, each an “Incremental Facility”), at any time after the Closing Date from willing Lenders and/or eligible assignees up to (A) an aggregate total principal amount not to exceed the sum of (x) the greater of $350 million and 100% of Consolidated EBITDA calculated on a pro forma basis, for the most recently ended four fiscal quarter period of the Borrower for which financial statements are internally available, plus (y) any voluntary prepayments of the Term Loans, any Incremental Term Loans or Incremental Equivalent Debt and voluntary prepayments of the Revolving Credit Facility or loans under any Incremental Revolving Commitments (to the extent accompanied by permanent commitment reductions thereto) (including debt buybacks of any of the foregoing, limited to the actual cash amount paid by the Borrower in connection with such buyback) (clause (x) and (y), collectively, the “Fixed Incremental Amount”) plus (B) an aggregate total principal amount not to exceed (i) in the case of any Incremental Facility or Incremental Equivalent Debt to be secured equally and ratably with the Revolving Credit Facility and the Term Loan Facility, the amount that would result in a First Lien Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding the First Lien Net Leverage Ratio on the Closing Date (the “Closing Date First Lien Net Leverage Ratio”), (ii) in the case of any Incremental Facility or Incremental Equivalent Term Debt to be secured on

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a junior basis to the Senior Credit Facilities, the amount that would result in the Secured Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding 5.95:1.0 and (iii) in the case of any unsecured Incremental Facilities or unsecured Incremental Equivalent Term Debt, the amount that would result in the Total Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding 5.95:1.0 (it being understood that any Incremental Revolving Facility being established shall be treated as being fully drawn at such time for purposes of calculating any leverage ratio pursuant to this clause (B)) (clause (B), the “Ratio Incremental Amount”; and, together with the Fixed Incremental Amount, the “Available Incremental Facility Amount”); provided, further, that any Incremental Facility shall be subject to the following:

(i)

no event of default has occurred and is continuing, or would immediately occur after giving effect to, such Incremental Facilities (except in the case of Incremental Term Loans to be used to provide funding for any permitted acquisition or permitted investment or permitted restricted payment (subject to an irrevocable declaration) or any redemption or repayment of any indebtedness whose consummation is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Transaction”), in each case, the standard will be no payment or bankruptcy event of default shall exist and be continuing at the time the applicable transaction is consummated);

(ii)

except in the case of a bridge loan the terms of which provide for an automatic extension of the maturity date thereof to a date that is not earlier than the latest maturity date of the initial Term Loan Facility, no Incremental Term Loans shall mature prior to the Term Loans or have a weighted average life that is shorter than the weighted average life of the Term Loans;

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(iii)

except with respect to (A) an aggregate amount of Incremental Facilities not greater than the Fixed Incremental Amount, (B), any amount of Incremental Facilities used to finance an acquisition or other permitted investment and (C) any amount of any Incremental Facility that matures more than one year after the Term Loan Facility (clauses (A), (B) and (C), collectively, the “MFN Carveout”), the initial yield (to be defined to include all applicable margin, interest rate floors, upfront fees, original issue discount or similar yield-related discounts, deductions or payments, but excluding any customary arrangement or similar fees in connection therewith that are not paid to all of the lenders providing the Incremental Term Loans) of any broadly syndicated pari passu US dollar denominated Incremental Term Loans incurred prior to the date that is 6 months after the Closing Date shall be no greater than 0.75% per annum higher than the corresponding all-in yield applicable to the existing Term Loan Facility (or, if such initial yield on the Incremental Term Loans exceeds the all-in yield on the existing Term Loan Facility by more than 0.75%, then the interest rate margin for the existing Term Loan Facility shall automatically be increased to equal such initial yield on the Incremental Term Loans minus 0.75%);

(iv)

any such Incremental Term Facility may provide for the ability to participate (i) on a pro rata basis or non-pro rata basis in any voluntary prepayments of the Term Loans and (ii) on a pro rata basis or less than pro rata basis in any mandatory prepayments of the initial Term Loans;

(v)

the terms of the Incremental Term Loans (other than with respect to pricing, margin, maturity and/or fees or as otherwise contemplated by any of clauses above) shall be otherwise reasonably satisfactory in all respects to the Administrative Agent to the extent that such terms, except to the extent set forth above, are not substantially similar to the Term Loan Facility; provided that any terms (x) that are added in the Senior Credit Facilities for the benefit of the Lenders pursuant to an amendment thereto (with no consent of the Lenders being required) or (y) that are only applicable to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of the incurrence of such Incremental Term Loans, in each case, shall be deemed reasonably satisfactory to the Administrative Agent;

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(vi)

any Incremental Revolving Commitment will be documented solely as an increase to the commitments with respect to the Revolving Credit Facility, without any change in terms except for such upfront fees as may be agreed between the Lenders providing such Incremental Revolving Commitments and the Borrower; and

(vii)

any such Incremental Term Loans shall be entitled to benefit from the same guarantees as, and be secured on a pari passu or junior basis by the same Collateral (as defined below) securing the Senior Credit Facilities (subject, in the case of any Incremental Facility secured on a junior basis, to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent).

None of the existing Lenders under the Senior Credit Facilities will be required to provide any Incremental Term Loans or Incremental Revolving Commitments, and any decision whether or not to do so by any such Lender shall be made at the sole discretion of such Lender.

If the Borrower incurs indebtedness under the Fixed Incremental Amount (and any fixed debt basket) on the same date that it incurs indebtedness under the Ratio Incremental Amount (or any other ratio debt incurrence basket), then the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or the Total Net Leverage Ratio (or other applicable ratio), as applicable, with respect to the amounts incurred under the Ratio Incremental Amount (or other ratio debt incurrence basket) will be calculated without regard to any incurrence under the Fixed Incremental Amount (and any fixed debt basket). For the avoidance of doubt, each Incremental Facility shall be deemed incurred first under Ratio Incremental Amount with the balance incurred under any remaining Fixed Incremental Amount.

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The Borrower may, in lieu of adding an Incremental Facility, utilize any part of the Available Incremental Facility Amount at any time by issuing or incurring Incremental Equivalent Debt (as defined below), subject to customary terms and conditions (such as customary intercreditor documentation, if applicable).

“Incremental Equivalent Debt” means indebtedness in an amount not to exceed the then Available Incremental Facility Amount consisting of the issuance of senior secured (on a pari passu basis), junior lien, unsecured or subordinated notes or loans (including “mezzanine” debt and bridge loans), in each case, issued in a public offering, Rule 144A transaction or other private placement; provided that such Incremental Equivalent Debt shall be subject to (a) clauses (i), (ii), and (vii) of the first paragraph in this “Incremental Credit Facilities” section, (b) if the Incremental Equivalent Debt is a notes issuance, no mandatory prepayment or redemption provisions other than customary prepayments for notes offerings required as a result of a “change of control” or asset sales or other prepayment events consistent with market practice at the time of issuance and (c) if such Incremental Equivalent Debt consists of loans, the terms thereof, to the extent not substantially similar to the terms of the Term Loans, being, taken as a whole, not materially more restrictive than the terms of the Senior Credit Facilities as determined in good faith by the Borrower (but excluding any terms (x) that are added in the Senior Credit Facilities for the benefit of the Lenders pursuant to an amendment thereto (with no consent of the Lenders being required), (y) that are only applicable to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of the incurrence of such Incremental Equivalent Debt or (z) reflect market terms and conditions (as determined by the Borrower in good faith) at the time of incurrence or issuance).

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Limited Condition Transactions:

For purposes of (i) determining compliance with any provision of the Loan Documents which requires the calculation of any financial ratio (other than (x) determining actual (versus pro forma) compliance with the Financial Covenant tested at the end of each applicable quarter or (y) in connection with a borrowing under the Revolving Credit Facility), (ii) determining compliance with representations, warranties, or the occurrence and continuation of a default or event of default or (iii) testing availability under baskets set forth in the Loan Documents, in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction (such election to be set forth in a writing that is delivered to the First Lien Administrative Agent), an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date a letter of intent or the definitive agreement for such Limited Condition Transaction are entered into or the date on which the notice of redemption is delivered or the time of the declaration of such restricted payment or the time delivery of notice with respect to any debt repayment or redemption (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date for which financial statements have been delivered (or are required to be delivered) to the Administrative Agent, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations (but, for the avoidance of doubt, any subsequent improvement in the applicable ratio or test may be utilized).

Refinancing Facilities

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Documents with the consent of the Borrower and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more series of senior unsecured notes or loans incurred by the Borrower or senior secured notes or loans incurred by the Borrower that will be secured by the Collateral on a pari passu basis or by senior secured notes or loans incurred by the Borrower that will be secured on a junior basis with the Senior Secured Facilities, senior subordinated notes or loans, or subordinated notes or loans (any such notes or loans, “Refinancing Notes”), subject solely to the following terms and conditions: (i) any Refinancing Facility or Refinancing Notes shall not be in a principal amount that exceeds the principal amount of loans and commitments so refinanced, plus fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith, (ii) to the extent such Refinancing Notes are secured by Collateral, customary and reasonably satisfactory intercreditor agreements are entered into, (iii) subject to clause (xi) below, any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the Term Loan Facility or the Incremental Term Facility, as applicable, being refinanced, (iv) any Refinancing Revolving Facility does not mature prior to the maturity date of the revolving commitments being refinanced, (v) none of the Borrower or its subsidiaries is a guarantor with respect to any Refinancing Facility or Refinancing Notes unless such subsidiary is a Guarantor which shall have previously or substantially concurrently guaranteed the Senior Credit Facilities that remain outstanding after such refinancing, (vi) any Refinancing Facilities or Refinancing Notes are not secured by any assets not previously securing the Senior Credit Facilities unless such assets substantially concurrently secure the Senior Credit Facilities that remain outstanding after such refinancing, (vii) the terms and conditions of such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the latest maturity date of the loans and commitments) reflect terms and conditions at the time of incurrence or issuance not materially more favorable to the lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as reasonably determined in good faith by the Borrower, than those applicable to the facility being so refinanced (except to the extent (x) such terms are reasonably acceptable to the Administrative Agent or added in the Senior Credit Facilities for the benefit of the Lenders pursuant to an amendment thereto (with no consent of the Lenders being required) or (y) for terms applicable only to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of the incurrence of such Refinancing Facility or Refinancing Notes or (z) for terms that reflect market terms and conditions (as determined by the Borrower in good faith) at the time of incurrence or issuance); (viii) in the case of any Refinancing Revolving Facility, the Loan Documents shall include certain provisions to govern the pro rata payment, borrowing, participation and

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commitment reduction of the Revolving Credit Facility and any such Refinancing Revolving Facility, (ix) any Refinancing Term Facility may provide for the ability to participate (i) on a pro rata basis or non-pro rata basis in any voluntary prepayments of the Term Loan Facility and (ii) on a pro rata basis or less than pro rata basis in any mandatory prepayments of the Term Loan Facility; (x) if the indebtedness being refinanced was (A) contractually subordinated to the Senior Credit Facilities in right of payment, such Refinancing Facility or Refinancing Notes shall be contractually subordinated to the Senior Credit Facilities on the same basis, (B) contractually subordinated to the Senior Credit Facilities in right of security, such Refinancing Facility or Refinancing Notes shall be contractually subordinated in right of security to the Senior Credit Facilities on the same basis or be unsecured or (C) unsecured, such Refinancing Facility or Refinancing Notes shall be unsecured and (xi) if any such Refinancing Facility or Refinancing Notes is not pari passu in right of payment to and security with the Senior Credit Facilities, it does not (1) mature prior to the date that is 91 days after the maturity date of the Senior Credit Facilities (or, if later, any later maturity date for any Senior Credit Facility then in effect) or have a weighted average life less than the weighted average life of the Senior Credit Facilities (or any later maturing Senior Credit Facility then in effect) plus 91 days and (2) have mandatory prepayment, redemption or offer to purchase events more onerous to the Borrower (as reasonably determined in good faith by the Borrower) than those set forth in the Senior Credit Facilities (and shall otherwise be subject to the terms of the Senior Credit Facilities).

Letters of Credit

A portion of the Revolving Credit Facility not in excess of $25 million shall be available for the issuance of letters of credit (the “Letters of Credit”) by each of the Arrangers (or an affiliate thereof) and other Lenders designated from time to time by the Borrower (with such Lender’s consent), with such sublimit to be divided among the Arrangers (and their affiliates) based on the amount of their respective commitments under the Revolving Credit Facility on the Closing Date (in such capacity, each, an “Issuing Lender”), which Letters of Credit shall be risk participated to all Lenders with commitments under the Revolving Credit Facility on a pro rata basis, to support obligations of the Borrower and its Restricted Subsidiaries. The amount available to be drawn under any outstanding Letters of Credit will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. No Letter of Credit shall have an expiration date after the earlier of (i) one year after the date of issuance, unless otherwise agreed by the Issuing Lender and (ii) five business days prior to the Revolving Credit Termination Date; provided that any Letter of Credit may provide for the automatic extension or renewal thereof for additional periods (which shall in no event extend beyond the date referred to in clause (ii) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). In no event shall GS Bank be required to issue any letters of credit other than standby letters of credit. The issuance of all letters of credit shall be subject to the customary policies and procedures of the relevant Issuing Lender.

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Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with the Borrower’s own funds or with the proceeds of Revolving Credit Loans) on the immediately succeeding business day after the Borrower receives notice thereof. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis based on their respective Revolving Credit Facility commitments.

Swing Line Loans

A portion of the Revolving Credit Facility not in excess of $50 million shall be available on same-day notice for swing line loans (the “Swing Line Loans”) from the Administrative Agent (in such capacity, the “Swing Line Lender”). Except as otherwise provided herein, any such Swing Line Loans will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire an irrevocable and unconditional pro rata participation in each Swing Line Loan.

Use of Proceeds

The proceeds of the Term Loans will be used directly or indirectly to finance, in part, the Transactions, and to pay fees and expenses in connection with the foregoing.

The proceeds of the Revolving Credit Loans will be used (i) on the Closing Date, to finance a portion of the Transactions, subject to cap of $25 million, plus any amounts required to fund original issue discount/or upfront fees in connection with the exercise of the “Flex Provisions” under the Fee Letter plus additional amounts for ordinary course working capital needs and (ii) after the Closing Date for the working capital and general corporate purposes of the Borrower and its subsidiaries (including permitted acquisitions, capital expenditures and permitted distributions). It is understood and agreed that Letters of Credit may be issued on the Closing to replace or provide credit support for any existing letters of credit of the Borrower and its subsidiaries and the Acquired Business (including by “grandfathering” such existing letters of credit into the Revolving Credit Facility).

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The proceeds of any Incremental Facility will be used by the Borrower for general corporate purposes of Borrower and its subsidiaries (including, without limitation, permitted acquisitions, capital expenditures and permitted distributions) or otherwise as set forth in the definitive documents with respect thereto.

III. Certain Payment Provisions

Fees and Interest Rates

As set forth on Annex A-I hereto.

Optional Prepayments and

Commitment Reductions

Optional prepayments of borrowings under the Senior Credit Facilities and optional reductions of the unutilized portion of the commitments under the Senior Credit Facilities will be permitted at any time, in minimum principal amounts of $1 million, without premium or penalty (subject to (i) reimbursement of the Lenders’ redeployment costs in the case of a prepayment of LIBO Rate Loans other than on the last day of the relevant interest period and (ii) in the case of the Term Loans, payments of an amount provided below under the caption “Call Protection on Term Loans”). Voluntary prepayments of the Term Loan Facility shall be applied to remaining scheduled amortization payments as directed by the Borrower.

Mandatory Prepayments and

Commitment Reductions

The following amounts will be applied to prepay the Term Loans (subject to basket amounts, thresholds, carveouts and exceptions, in each case, to be mutually agreed and consistent with the Documentation Principles):

100% of the net cash proceeds of any incurrence of indebtedness after the Closing Date (other than indebtedness permitted under the Loan Documents (other than indebtedness incurred to refinance all or part of the Term Loan Facility)) by the Borrower or any of its Restricted Subsidiaries;

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100% (with step-downs to 50% and 0% based upon the achievement of a First Lien Net Leverage Ratio (calculated at the time of the receipt of the net cash proceeds from an asset sale or disposition or at any time during the applicable reinvestment period, on a pro forma basis after giving effect to such asset sale or disposition and the use of proceeds therefrom) equal to or less than 0.50x and 1.00x below the Closing Date First Lien Net Leverage Ratio (any such net cash proceeds pursuant to in this clause (2) not so applied as a mandatory prepayment, the “Retained Asset Sale Proceeds”) respectively) of the net cash proceeds in excess of $25 million for each such individual asset sale or disposition (with only the amount in excess of such limit required to be used to prepay the Term Loans) of any non-ordinary course sale or other disposition of assets by the Borrower or any of its Restricted Subsidiaries (excluding sales of inventory in the ordinary course and including as a result of casualty or condemnation) (subject to customary exceptions to be agreed, including the right to apply such proceeds to repay any debt secured thereby or, in the case of a sale by a non-Guarantor Restricted Subsidiary, any other indebtedness of the subsidiary selling or disposing of such assets, and subject to customary limitations if transferring such proceeds would be prohibited by law or debt agreements of a non-Guarantor Restricted Subsidiary or would cause materially adverse consequences in connection with repatriation) and subject to the right to reinvest such proceeds within 12 months of receipt (or, if the Borrower or the applicable Restricted Subsidiary has entered into a binding commitment with respect to such reinvestment within such 12 month period, within 18 months of receipt) in assets used or useful in a permitted business (including pursuant to any permitted acquisition) with an ability to apply a pro rata portion of such proceeds to prepay pari passu secured indebtedness (and, in the case of a prepayment of revolving indebtedness, to permanently reduce commitments in respect thereof); and

50% of “excess cash flow” of the Borrower and its Restricted Subsidiaries (to be defined in a manner consistent with the Documentation Principles and to be net the amount of internally generated funds expended during the applicable year and, at the option of the Borrower, made after the year-end and prior to the payment date in respect of permitted restricted payments, capital expenditures, acquisitions and certain other investments

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(or committed during such period to be used for such purposes within the succeeding twelve month period, in each case subject to reversal of such deduction if any such committed amount is not actually expended within such twelve-month period) and, in any event, giving credit for voluntary prepayments to the Term Loan Facility and the Revolving Credit Facility (other than any such voluntary prepayments funded with the proceeds of long-term debt (other than revolving debt)), to the extent such prepayments of the Revolving Credit Facility are accompanied by a permanent and concurrent commitment reduction thereunder, and amounts used to repay borrowings of Revolving Loans made to account for any additional original issue discount or upfront facility fees that are implemented pursuant to the flex provisions of the Fee Letter and to any other pari passu secured debt (and, at the option of the Borrower, to the extent the amount of such prepayments exceeds the amount of prepayments required to be made from excess cash flow for such year, when taken together with other payments required for such year, then such excess amounts may applied to any subsequent fiscal year) for each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2020), with step-downs to 25% and 0% of “excess cash flow” based on achieving First Lien Leverage Ratio (as calculated at the time of the respective payment and recalculated to give pro forma effect to any such prepayment) as of the last day of the applicable year that are 0.50x and 1.00x, respectively, less than the Closing Date First Lien Leverage Ratio; provided that prepayments shall only be required under this clause if the applicable percentage of excess cash flow is greater than $15 million (in which case only the excess portion thereof, shall be so applied).

Mandatory prepayments of Term Loans shall be applied to each class of Term Loans then outstanding on a pro rata basis and to scheduled amortization thereunder as directed by the Borrower.

Any Lender under the Term Loan Facility may elect not to accept any mandatory prepayment made pursuant to paragraph (1) (except in the case of any refinancing facilities or notes), (2) or (3) above (such declined payment, the “Declined Proceeds”). Any such Declined Proceeds may be retained by the Borrower and will increase the Builder Basket (as defined below).

The Revolving Credit Loans will be prepaid and the Letters of Credit will be cash collateralized to the extent such extensions of credit at any time exceed the aggregate commitments in respect of the Revolving Credit Facility.

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Notwithstanding the foregoing, the Loan Documents will provide that, in the event that any permitted term indebtedness or notes that (in each case) is permitted to be (and is) secured by liens on the Collateral ranking on an equal priority basis (but without regard to the control of remedies) with the Lenders’ liens on the Collateral (as defined below) may share no more than ratably in any prepayments required by the foregoing provisions of clauses 1 through 3 (but only to the extent required by the terms of such other permitted term indebtedness or notes).

Prepayments in respect of clauses 1 through 3 above to the extent attributable to any foreign Restricted Subsidiaries will be limited under the Loan Documents in a manner consistent with the Documentation Principles to the extent such prepayments (including the repatriation of cash in connection therewith) would (a) be prohibited, delayed or restricted by applicable law, rule or regulation; provided that the Borrower and its Restricted Subsidiaries shall take all commercially reasonable actions available under local law to permit such repatriation or to remove such prohibitions, as applicable, (b) result in material adverse tax consequences (as reasonably determined by the Borrower in consultation with the Administrative Agent); provided that the Borrower and its Restricted Subsidiaries shall take all commercially reasonable efforts to eliminate or reduce such material adverse tax consequences to enable such repatriation to be made or (c) be prohibited under material organizational document restrictions (including as a result of minority ownership) and restrictions in other material agreements. Notwithstanding the foregoing, any prepayments actually made shall be net of any costs, expenses or taxes incurred or payable by the Loan Parties or any of their subsidiaries, affiliates or direct or indirect equity owners, and the Loan Parties and their Restricted Subsidiaries shall be permitted to make, directly or indirectly, a dividend or distribution to its affiliates or a direct payment in an amount sufficient to cover such tax liability, costs or expenses.

Call Protection on Term Loans

The Borrower shall pay a “prepayment premium” in connection with any Repricing Event (as defined below) with respect to all or any portion of the Term Loans that occurs on or before the date occurring six months after the Closing Date (the “Soft Call Date”), in an amount equal to 1.0% of the principal amount of the Term Loans subject to such Repricing Event. The term “Repricing Event” shall mean (i) any prepayment or repayment

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of Term Loans with the proceeds of, or any conversion of such Term Loans into, any new or replacement tranche of broadly syndicated pari passu secured term loans bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to such Term Loans (as such comparative rates are determined by the Administrative Agent in consultation with the Borrower), and (ii) any amendment to the Term Loan Facility whose primary purpose is to directly or indirectly reduce the “effective” interest rate applicable to the Term Loans under the Term Loan Facility (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity), including any mandatory assignment in connection therewith with respect to each Lender that refuses to consent to such amendment. Notwithstanding anything in this paragraph to the contrary, in no event will any prepayment premium be payable pursuant to this paragraph in connection with the occurrence of a “change of control”, a Transformative Acquisition (as defined below) or an initial public offering.

The term “Transformative Acquisition” shall mean any acquisition by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

After the Soft Call Date, the Term Loan Facility may be prepaid in whole or in part at any time without premium or penalty (other than customary breakage costs).

IV. Collateral and Guarantees

Collateral

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their respective affiliates or to an entity that was a Lender, the Administrative Agent, the Arrangers or their respective affiliates at the time of such transaction, in each case, designated by the Borrower (“Permitted Secured Hedging Obligations”), and any treasury management obligations of the Borrower or a Restricted Subsidiary of the Borrower owed to a Lender, the Administrative Agent, the Arrangers or their respective affiliates or to an entity that was a Lender, the Administrative Agent, the Arrangers or their respective affiliates at the time of such transaction, in each case, designated by the Borrower (“Permitted Cash Management Obligations”) will be secured by the following: (a) a perfected first-priority pledge of the capital stock of the Borrower and (b) a perfected first-priority (subject to liens permitted under the Senior Credit Facilities) security interest in substantially all of its tangible and intangible personal property assets, including intellectual property, real property, licenses, permits, intercompany indebtedness, and all of the capital stock directly owned by the Borrower and each Guarantor (but limited to 65% of the voting stock and 100% of the non-voting stock of each CFC and CFC Holdco directly owned by such Guarantor, but excluding the Excluded Assets (as defined below) (the items described above, collectively, the “Collateral”), except that the Borrower and the Guarantors shall not be obligated to provide a security interest or perfect the Collateral Agent’s security interests in those assets as to which the Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining a security interest are excessive in relation to the value of the security afforded thereby.

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certificates of title (except to the extent perfection can be obtained by filing of financing statements), letter of credit rights (except to the extent perfection can be obtained by filing of financing statements) and commercial tort claims with a value of less than an amount to be agreed; (iii) any lease, license or other similar agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or other agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition; (iv) any intent to use trademark applications, to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable grantor’s right, title or interest therein or in any trademark issued as a result of such application under applicable federal law; (v) any governmental licenses or state or local franchises, licenses, permits, charters and authorizations, to the extent security interests therein are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law; (vi) any equity interests of Unrestricted Subsidiaries, immaterial subsidiaries (except to the extent perfected by the filing of a UCC financing statement), captive insurance companies, and equity interests of any joint venture or any person that is not a material wholly-owned Restricted Subsidiary to the extent the granting of a security interest therein would violate the terms of such person’s organizational documents or any shareholders’ agreement or joint venture agreement relating to such person after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law; (vii) any assets of any CFC or CFC Holdco; (viii) property and assets to the extent that a pledge thereof or creation of security interest therein is restricted by applicable law, rule or regulation or which would require governmental consent, approval, license or authorization (in each case, only for so long as such restriction remains in effect or until such consent, approval or license is obtained, as applicable), other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition, (ix) margin stock and (x) other exceptions to be mutually agreed upon (the foregoing described in clauses (i) through (xii) are collectively, the “Excluded Assets”). In addition, in no event shall (1) deposit or security account control agreements or control, lockbox or similar arrangements be required (other than, for the avoidance of doubt, in the case of stock), (2) notices be required to be sent to account debtors or other contractual third parties unless an event of default has occurred and is continuing or (3) foreign-law governed security documents or perfection under foreign law be required.

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Guarantees

The Guarantors will unconditionally, and jointly and severally, guarantee the obligations of the Borrower in respect of the Senior Credit Facilities and of the Borrower and any of its Restricted Subsidiaries in respect of the Permitted Secured Hedging Obligations and the Permitted Cash Management Obligations (the “Guarantees”). Such Guarantees will be in form consistent with the Documentation Principles. All Guarantees shall be guarantees of payment and performance, and not of collection. Notwithstanding anything contained herein to the contrary, no Credit Party shall be jointly and severally liable or guarantee or provide any collateral as security for any Permitted Secured Hedging Obligations if, and to the extent that such liability or such guaranty of such swap obligation is or becomes illegal under the Commodity Exchange Act (determined after giving effect to any keepwell or other support for the benefit of such Credit Party).

V. Other Provisions

Documentation Principles

The Loan Documents (a) shall be consistent with the Commitment Letter and the Fee Letter, will contain only those conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default referred to herein (subject to modification in accordance with any “market flex” provisions of the Fee Letter) and consistent with credit agreement terms customary and usual for facilities and transactions of this type (but in no event shall include any modifications to the conditions to borrowing); (b) shall be based on a precedent credit agreement (and the related security, pledge, collateral and guarantee agreements executed and/or delivered in connection therewith) to be agreed upon by the Borrower and the Lead Arrangers (but in no event shall have provisions more restrictive or onerous than the Existing NASCAR Credit Agreement or the Existing Target Revolving Credit Agreement, taken as a whole); and (c) shall contain successor LIBOR provisions to be agreed and provisions pursuant to the Beneficial Ownership Regulation, and shall be negotiated in good faith by the Borrower and the Lead Arrangers giving due regard to (i) the business of the Borrower and its subsidiaries (including the Acquired Business), (ii) the operational and strategic requirements of the Borrower and its subsidiaries (including the Acquired Business) in light of their size, industries, businesses and business practices, and the Projections delivered to the Lead Arrangers prior to the date of the Commitment Letter and (iii) as are necessary to take into account the projections and the model delivered by the Borrower to the Lead Arrangers on May 3, 2019 (together with any updates or modifications thereto reasonably agreed between the Borrower and the Lead Arrangers or as necessary to reflect any exercise of the “flex” provisions in the Fee Letter, the “Model”). This paragraph and the provisions herein are referred to as the “Documentation Principles”.

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If additional debt is incurred to fund upfront fees or original issue discount with respect to the Senior Credit Facilities in connection with the exercise of the flex provisions of the Fee Letter, whether before or after the Closing Date, the level for the Financial Covenant and all incurrence based tests and other financial ratios in the Loan Documents shall be adjusted in the Loan Documents (or pursuant to an amendment thereto) in order to maintain the cushion from the Model provided by the covenant level or other such test or ratio as set forth herein.

All ratios and calculations shall be measured on a pro forma basis (to be defined and including the annualized effect of addbacks in the definition of Consolidated EBITDA).

If the Borrower shall so elect, any obligation of a person under a lease that is not (or would not be) required to be classified and accounted for as a capitalized lease on a balance sheet of such person under GAAP as in effect on December 31, 2018, shall not be treated as a capitalized lease as a result of the adoption of changes in, or in the application of, GAAP and shall continue to be treated as an operating lease.

Representations and Warranties

Limited to the following (to be applicable to the Borrower, its Restricted Subsidiaries and, in certain cases, Holdings) and subject to the Certain Funds Provision: existence, good standing, power and authority; due authorization, execution, delivery and enforceability of the Loan Documents; no contravention of organizational documents; material governmental authorization with respect to the execution, delivery and performance of the Loan Documents; financial statements; no material adverse effect since the date of the most recently delivered audited balance sheet of the Borrower delivered to the Lenders prior to the Closing Date; material litigation; taxes; environmental matters; properties; Investment Company status; labor matters; insurance; ERISA; margin regulations; Investment Company Act; disclosure; compliance with material laws; intellectual property; solvency; PATRIOT Act, FCPA and OFAC; accuracy of the Beneficial Ownership Certification as of the Closing Date; and creation, validity and perfection of security interests in the Collateral; subject in the case of each of the foregoing representations and warranties, to customary exceptions, qualifications and baskets, including for materiality to be agreed consistent with the Documentation Principles. For the avoidance of doubt, the failure of any representation or warranty (other than the Specified Representations) to be true and correct on the Closing Date will not constitute the failure of a condition precedent to funding or a default under the Senior Credit Facilities.

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“material adverse effect” means (i) on the Closing Date, a “Material Adverse Effect” (as defined in the Acquisition Agreement) and (ii) at any time thereafter, a material adverse effect on (a) the business, financial condition or results of operations of the Borrower and its subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment obligations under the Senior Credit Facilities or (c) the material rights and material remedies of the Administrative Agent and the Lenders (taken as a whole) under the applicable Loan Documents.

Conditions Precedent to all Borrowings

(except on the Closing Date)

Except with respect to borrowings and other credit extensions on the Closing Date, the making of any Revolving Loan and the issuance of any Letter of Credit shall be subject only to the following conditions precedent: (i) delivery of notice of borrowing or request for issuance of letter of credit; (ii) accuracy of all representations and warranties in all material respects (provided, that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)); and (iii) the absence of defaults or events of default at the time of, or immediately after giving effect to the making of, such extension of credit subject, in the case of clauses (ii) and (iii), to the limitations set forth in the section entitled “Incremental Credit Facilities” hereof.

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Affirmative Covenants

Limited to the following (to be applicable to the Borrower and its Restricted Subsidiaries): delivery of quarterly financial statements within 60 days of quarter end of the first three fiscal quarters of each fiscal year (90 days of the end of the first two such fiscal quarters ended after the Closing Date) and annual financial statements (and in connection with the annual financial statements, an annual audit opinion from a nationally recognized auditor that is not subject to any qualification as to “going concern” (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from (A) an upcoming maturity date occurring within one year from the time such opinion is delivered, (B) anticipated or actual financial covenant default or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) within 120 days of year end (150 days of the end of the year for the first annual financial statements delivered after the Closing Date), “know-your-customer” and beneficial ownership information and other reasonable information (other than information subject to attorney/client privilege, confidentiality obligations or other customary limitations (in each case to the extent not entered into primarily for the purpose of avoiding disclosure hereunder)) requested by the Administrative Agent; notices of default under the Senior Credit Facilities, litigation, other material events; payment of material taxes; preservation of existence; maintenance of properties (subject to casualty, condemnation and normal wear and tear); maintenance of customary insurance as determined by the Borrower in good faith (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law or regulation); compliance with material laws; books and records; inspection rights (limited to one inspection per calendar year (so long as no event of default has occurred and is continuing) and subject to cost reimbursement limitations), with exceptions for information subject to attorney-client privilege, confidentiality obligations or other customary limitations; further assurances, information regarding Collateral; material compliance with Environmental laws; use of proceeds; a compliance certificate; ERISA and pensions; limitation on business activities (other than reasonably related, corollary, complementary, ancillary, synergistic or incidental businesses); use of proceeds; negative pledge over race track facilities (other than any race track facilities subject to a mortgage related to obligations under the Target’s Kansas TIF bonds) that in each case are not otherwise subject to a mortgage for the benefit of the collateral agent and the other secured parties; additional collateral and guarantees; and using commercially reasonable efforts to maintain ratings for the Borrower and the Senior Credit Facilities, in each case, without regard to the level of such ratings; subject, in the case of each of the foregoing covenants, to customary exceptions, qualifications and baskets to be agreed consistent with the Documentation Principles.

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Negative Covenants

Limited to the following (to be applicable to the Borrower and its Restricted Subsidiaries and, solely in the case of the passive holdings covenant, Holdings) (with exceptions, thresholds, baskets (including, in each case, “grower” baskets based off of a corresponding percentage of Adjusted EBITDA), materiality and other qualifications to be mutually agreed and based upon the Documentation Principles):

(a) debt (with exceptions for, among other things (i) Incremental Facilities and Incremental Equivalent Debt, (ii) debt in an amount not to exceed the greater of $120 million and an equivalent percentage of Adjusted EBITDA, (iii) purchase money debt and capital leases of up to the greater of $90 million and an equivalent percentage of Adjusted EBITDA (with any capitalized leases existing on the Closing Date to be separately permitted), (iv) additional debt of the Borrower and its Restricted Subsidiaries that are incurred or assumed; provided upon giving effect thereto, (1) if such debt is secured by a lien that is pari passu with the lien securing the Senior Credit Facilities or is otherwise secured by an asset of a non-Credit Party, the Consolidated First Lien Net Leverage Ratio does not exceed (x) the Closing Date First Lien Net Leverage Ratio or (y) if in connection with a permitted acquisition or permitted investment, the Consolidated First Lien Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith, (2) if such debt is secured by a lien that is junior to the lien securing the Senior Credit Facilities, the Consolidated Secured Net Leverage Ratio does not exceed (x) a Consolidated Secured Net Leverage Ratio of 5.95:1.0 or (y) if in connection with a permitted acquisition or permitted investment, the Consolidated Secured Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith and (3) if such debt is unsecured, (I) the Consolidated Total Net Leverage Ratio does not exceed (x) a Consolidated Total Net Leverage Ratio of 5.95:1.0 or (y) if in connection with

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a permitted acquisition or permitted investment, the Consolidated Total Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith or (II) the Cash Interest Coverage Ratio (to be defined in a manner to be mutually agreed) exceeds 2.00 to 1.00, in each case described in preceding clauses (1), (2) and (3) calculated on a pro forma basis, including the application of the proceeds thereof ((x) assuming all commitments under any such debt were fully drawn and (y) without “netting” the cash proceeds of such debt) (this clause (i), the “Ratio Debt Basket”);provided that the amount of the Ratio Debt Basket utilized by subsidiaries that are not Credit Parties shall not exceed $100 million (v) so long as no event of default then exists or would result therefrom, indebtedness of subsidiaries that are not Credit Parties in an aggregate principal amount not to exceed the greater of $50 million and an equivalent percentage of Adjusted EBITDA (this clause (v), the “Non-Credit Party Subsidiaries Debt Basket”), (vi) non-speculative hedging obligations, (vii) debt in an aggregate amount up to 200% (the “Contribution Debt Percentage”) of the aggregate cash made after the Closing Date to the Borrower that do not increase the Builder Basket, without any time limitation for use of proceeds thereof, (viii) receivables and securitization facilities, subject to customary limitations on recourse to the Loan Parties and up to an amount not to exceed the greater of an amount to be mutually agreed and an equivalent percentage of Adjusted EBITDA, (ix) insurance premium financings, (x) disqualified equity issued to and held by the Borrower, or any Restricted Subsidiary, (xi) indebtedness in an amount not to exceed the amount (the “Available RP Capacity Basket”) of restricted payments that may be made at the time such indebtedness is incurred, (xii) indebtedness existing on the Closing Date, including, but not limited to, indebtedness under the Target’s headquarters term loan and Kansas TIF bonds and (xiii) permitted refinancings of debt of the Borrower and its subsidiaries subject to customary limitations;

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in) the Ratio Debt Basket, (vi) liens securing permitted “refinancing facilities”, (vii) other liens securing obligations in an amount not to exceed the greater of $120 million and an equivalent percentage of Adjusted EBITDA, (vii) liens permitted under the Acquisition Agreement to remain outstanding after the Closing Date and any permitted refinancings thereof (including any cash collateral backstopping existing letters of credit), (ix) customary permitted encumbrances, including, without limitation, liens for taxes, real estate encumbrances, judgment liens, landlord/warehousemen liens, liens encumbering deposits, and liens in the nature of the right of set-off in favor of counterparties to contractual agreements, (x) liens supporting permitted letters of credit, (xi) liens securing permitted receivables and securitization facilities, (xii) liens on assets that are not Collateral (x) in an amount not to exceed the greater of an amount to be mutually agreed and an equivalent percentage of Adjusted EBITDA or (y) so long as the Senior Secured Facilities are equally and ratably secured, (xiii) liens securing non-speculative hedging arrangements, (xiv) liens not securing debt for borrowed money that are customary in the operation of the business of the Borrower or its Restricted Subsidiaries, (xv) liens securing insurance premium financings, (xvi) (A) liens on capital stock of joint ventures securing capital contributions to, or obligations of, such persons and (B) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, (xvii) liens securing obligations in an amount not to exceed the Available RP Capacity Basket (as defined below) and (xviii) liens securing indebtedness existing on the Closing Date, including, but not limited to, indebtedness under the Target’s headquarters term loan and Kansas TIF bonds;

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continuing or would result therefrom and, after giving effect to such prepayment on a pro forma basis, the Total Net Leverage Ratio would be less than or equal to 0.75x inside the Total Net Leverage Ratio on the Closing Date or such pro forma ratio is no worse than such ratio immediately prior to the making of such investment; and (v) a general basket not to exceed the greater of $135 million and an equivalent percentage of Adjusted EBITDA in the aggregate; (vi) so long as no event of default then exists or would result therefrom, an investment basket for investments in joint ventures in an amount not to exceed the greater of $100 million and an equivalent percentage of Adjusted EBITDA, (vii) so long as no event of default then exists or would result therefrom, an investment basket for investments in Unrestricted Subsidiaries in an amount not to exceed the greater of $100 million and an equivalent percentage of Adjusted EBITDA, (viii) investments in connection with internal re-organizations and or restructurings (including in connection with tax planning and corporate re-organizations), so long as, after giving effect thereto, (x) the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired, (y) any pledges of Equity Interests that are part of the Collateral are maintained or replaced with equivalent pledges and (z) such transaction is not otherwise materially adverse to Lenders (each, a “Permitted Reorganization”) and transactions taken in connection with and reasonably related to consummating an initial public offering (an “IPO Reorganization Transaction”), (ix) investments funded with equity that does not increase the Builder Basket or consideration paid in equity of the Borrower(or equity of a direct or indirect parent company thereof), (x) investments held by the Target and its subsidiaries on the Closing Date and permitted under the Acquisition Agreement and (ix) investments related to the Transactions;

(d) non-ordinary course asset sales with exceptions for, among other things, (i) sale and leaseback transactions up to the greater of an amount to be agreed and a corresponding percentage of consolidated total assets on the Closing Date; (ii) unlimited asset sales subject to the absence of any continuing event of default and the receipt of fair market value and at least 75% (for any individual disposition involving assets with fair market value exceeding an amount not to exceed the greater of $25 million and an equivalent percentage of Adjusted EBITDA or for dispositions in the aggregate of assets with fair market value exceeding an amount not to exceed the greater of $100 million and an equivalent percentage of Adjusted EBITDA)

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cash and cash equivalents (with a customary designated non-cash consideration basket of an amount not to exceed the greater of an amount to be mutually agreed and an equivalent percentage of Adjusted EBITDA)); provided that the requirement to receive 75% cash and cash equivalents pursuant to this clause (ii) shall not apply to the sale of any assets that do not generate Adjusted EBITDA, subject to a cap to be agreed, (iii) swaps of assets in exchange for other assets (including any combination of assets along with cash and cash equivalents so long as the Borrower complies with the asset sale prepayment covenants with respect to such cash and cash equivalents) of comparable or greater value or usefulness to the business of the Borrower and its subsidiaries as a whole, determined in good faith by the management of the Borrower; (iv) unlimited asset sales between the Borrower and its Restricted Subsidiaries (for the avoidance of doubt, whether or not such Restricted Subsidiaries are Guarantors); (v) asset sales below a de minimis threshold of an amount not to exceed the greater of $5 million and an equivalent percentage of Adjusted EBITDA; (vi) sales of inventory in the ordinary course of business; (vii) sales of obsolete, worn-out or surplus property in the ordinary course of business; (viii) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted investment or made to obtain the approval of an anti-trust authority and any dispositions made to comply with an order of any agency or state authority or other regulatory body or any applicable law or regulation, in each case so long as the proceeds thereof are applied in accordance with the mandatory prepayment provisions of the Term Loan Facility; (ix) intercompany transfers; (x) dispositions made in connection with receivables and securitization facilities; and(xi) licensing arrangements;

(e) mergers, consolidations, amalgamations, liquidations and dissolutions (which shall permit, among other things, (i) intercompany mergers, consolidations, liquidations, shut-downs and dissolutions, (ii) permitted acquisitions and other permitted investments and (iii) permitted dispositions (other than dispositions of all or substantially all assets);

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3.50x, (ii) so long as no event of default has occurred and is continuing, restricted payments in an aggregate amount not to exceed the greater of $75 million and an equivalent percentage of Adjusted EBITDA, (iii) restricted payments to dissenting shareholders in connection with the Acquisition in connection with the exercise of appraisal rights, (iv) so long as no event of default then exists or would result therefrom, restricted payments from a substantially concurrent receipt of proceeds of any qualified equity offerings and other qualified equity contributions received by the Borrower after the Closing Date that are not used as part of a Cure Amount and do not increase the Builder Basket (“Excluded Contributions”), (v) restricted payments to the Borrower or any other parent company to repurchase, redeem, retire or otherwise acquire capital stock of the Borrower or any of its parent companies, in each case, held by future, present or former employees, officers, directors, shareholders, owners, members of management, managers or consultants (or any immediate family member of the foregoing) of the Borrower (or any of its parent companies) or any of its subsidiaries in an aggregate annual amount not to exceed the greater of $10 million and an equivalent percentage of Adjusted EBITDA, with unused amounts permitted to be carried forward to the next succeeding fiscal years, subject to a maximum in any fiscal year not to exceed $25 million, (vi) following an initial public offering of the Borrower (or any parent entity thereof) and so long as no event of default has occurred and is continuing or would result therefrom, dividends or distributions in an aggregate amount per annum not to exceed an amount equal to the greater of (a) 6.0% of the net cash proceeds received by (or contributed to) the Borrower from such initial public offering and (b) an amount equal to 6.00% of the market capitalization of the Borrower or its direct or indirect parent, (vii) (a) with respect to any taxable period ending after the Closing Date for which the Borrower or any of its subsidiaries is, or is disregarded for the applicable tax purposes as separate from, a member of a consolidated, combined or similar income or franchise tax group of which a direct or indirect parent of the Borrower is the common parent, restricted payments to pay for tax liabilities of such consolidated, combined or similar income or franchise tax group attributable to the income of the Borrower and such subsidiaries; provided that (1) such payments shall not exceed the amount of taxes that the Borrower and its subsidiaries would have been required to pay as a stand-alone tax group or stand-alone taxpayer; and (2) payments attributable to any Unrestricted Subsidiary shall be limited to the amount actually paid by that Unrestricted

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Subsidiary to the Borrower or any of its Restricted Subsidiaries for the purpose of paying such consolidated, combined or similar income or franchise taxes, and (b) with respect to any taxable period ending after the Closing Date for which the Borrower is classified as a partnership, S-corporation or other pass-through entity for the applicable tax purposes or is disregarded as separate (or as a qualified subchapter S subsidiary, is treated as disregarded as separate) from a pass-through entity for the applicable tax purposes, restricted payments to pay for tax liabilities of any direct or indirect parent or equity owners of the Borrower attributable to the taxable income of the Borrower and its subsidiaries, in an aggregate amount not to exceed the product of (x) the taxable income of the Borrower and its subsidiaries that are treated as pass-through entities, or disregarded as separate (or as a qualified subchapter S subsidiary, is treated as disregarded as separate) from a pass-through entity, for U.S. federal income tax purposes for such taxable period and (y) the sum of (1) the highest marginal U.S. federal income tax rate for individuals on ordinary income (without regard to any exemptions, deductions (including any deduction pursuant to Section 199A of the Code), or similar items) as in effect for the relevant taxable period and (2) 6% (viii) subject to no payment or bankruptcy event of default, restricted payments in an aggregate amount in any fiscal year not to exceed the greater of $50 million and an equivalent percentage of Adjusted EBITDA, with unused amounts permitted to be carried forward to the next succeeding fiscal years (the “Shareholder Dividend Basket”), (ix) restricted payments to pay legal, accounting and other ordinary course corporate overhead or other operational expenses of any direct or indirect parent of the Borrower (including, if applicable, any public company costs) and franchise or similar taxes of any direct or indirect parent of the Borrower, (x) customary distributions necessary to pay advisory, refinancing, subsequent transaction and exit fees of direct and indirect parents of the Borrower attributable to the ownership of the Borrower and its subsidiaries and joint ventures, (xi) dividends, distributions or redemptions in connection with the Transactions (including payment of working capital, indemnities and/or purchase price adjustments and other transaction costs) and (xii) without duplication of any such amounts utilized pursuant to the Builder Basket, the distribution of shares or the equity of, or debt owed to the Borrower or a restricted subsidiary by, an unrestricted subsidiary (or a restricted subsidiary that owns an unrestricted subsidiary so long as such restricted subsidiary owns no assets other than equity interests of an unrestricted subsidiary) (in each case other than with respect to unrestricted subsidiaries whose assets primarily consist of cash and cash equivalents); provided, that the distribution of any race track facilities or of the equity interests of any entity that owns a race track facility shall not be eligible to be a restricted payment to any entity that is not the Borrower or a Restricted Subsidiary under any of the clauses specified above;

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(g) transactions with affiliates above $2.5 million (with exceptions for, among other things, (i) transactions between or among the Borrower and its Restricted Subsidiaries (for the avoidance of doubt, whether or not such Restricted Subsidiaries are Guarantors)), (ii) the payment of the Shareholder Dividend Basket, (iii) transactions among the Loan Parties and their subsidiaries and joint ventures that are not otherwise prohibited by the Loan Documents, (iv) fees payable in connection with the Transactions, (v) affiliate transactions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction (vi) transactions related to the use of any aircraft owned by the Borrower and its Subsidiaries for which such affiliate is charged at rates set forth by the IRS for personal travel pursuant to FAA Part 91 (or any successor provision) and (vii) other exceptions to be agreed;

(h) prepayments, redemptions and repurchases of material third-party debt of the Borrower that by its terms is subordinated in right of payment to the Senior Credit Facilities (but, for the avoidance of doubt, excluding unsubordinated debt of the Borrower with subordinated guarantees and excluding, for the avoidance of doubt, regularly scheduled interest payments and payment of fees, expenses and indemnification obligations) and matures more than one year prior to the stated maturity thereof (with exceptions for, among other things, (i) prepayments that would have been permitted as restricted payments as set forth above and which shall constitute usage of the applicable exception set forth above, (ii) prepayments from the proceeds of or in exchange for permitted refinancing indebtedness, (iii) prepayments in exchange for, or out of the proceeds of a substantially concurrent offering or issuance of, qualified equity interests of the Borrower (other than proceeds received from a subsidiary of the Borrower)), (iv) unlimited prepayments so long as no event of default has occurred and is continuing or would result therefrom and, after giving effect to such prepayment on a pro forma basis, the Total Net Leverage Ratio would be less than or equal to 3.50x, (v) so long as no event of default has occurred and is continuing, prepayments in an aggregate amount not to exceed the greater of $75 million and an equivalent percentage of Adjusted EBITDA and (vi) prepayments and redemptions with respect to AHYDO “catchup” payments;

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(i) limitations on entering into agreements restricting the granting of liens, with exceptions for, among other things, (i) any such restrictions existing on the Closing Date, (ii) restrictions with respect a Restricted Subsidiary that are not materially more restrictive (as determined by the Borrower in good faith) than the most restrictive restrictions applicable to such Restricted Subsidiary existing on the Closing Date, (iii) restrictions with respect to an entity when it is acquired by the Borrower or any subsidiary and (iv) with respect to restrictions in agreements (other than agreements governing indebtedness of Restricted Subsidiaries), additional restrictions that (as determined in good faith by the Borrower) will not prevent the Borrower from satisfying its payment obligations under the Senior Credit Facilities;

(j) with respect to Holdings, customary passive holding company restrictions; provided that Holdings may issue equity securities and incur unsecured holding company debt (provided that (1) neither the Borrowers nor any Restricted Subsidiary is a borrower or a guarantor with respect to such debt and (2) such debt shall have a final maturity date that is at least 91 days after the then existing latest maturity date);

The Borrower shall be permitted to, without duplication, (i) reallocate amounts available under the general restricted payments basket to make additional investments and restricted debt payments and (ii) reallocate amounts available under the general restricted debt payments basket to make additional investments.

For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test, such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be (or such earlier time as set forth in “Limited Condition Transactions” above), and no default or event of default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such time.

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The Borrower may re-designate any debt, lien, restricted payment, payment or redemption of subordinated debt, investment or disposition (each, a “Reclassifiable Item”) originally incurred or designated as incurred under any exception as having been incurred under another exception so long as, at the time of such re-designation, the Borrower would be permitted to incur or make such Reclassifiable Item under such other exception (or would have been permitted to incur or make such Reclassifiable Item under such other exception, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Borrower).

In addition, the Loan Documents will include an Builder Basket (as defined below) that may be used for (i) in the absence of a payment or bankruptcy default or event of default, permitted investments, (ii) in the absence of an event of default, Restricted Payments (subject to pro forma compliance with a First Lien Net Leverage Ratio of not more than the Closing Date First Lien Net Leverage Ratio), and (iii) in the absence of an event of default, restricted debt payments (subject to pro forma compliance with a First Lien Net Leverage Ratio of not more than the Closing Date First Lien Net Leverage Ratio); provided that it is understood and agreed that the foregoing restrictions (other than no payment or bankruptcy event of default) on the use of the Builder Basket shall not apply to the portion thereof referred to in clauses (iii), (vi) and (vii) of the definition thereof below.

As used herein:

“Adjusted EBITDA” shall be defined in a manner consistent with the Documentation Principles; provided the definition of Adjusted EBITDA shall include an add-back (either in the definition of Adjusted EBITDA or the definition of consolidated net income) for the net income of any entity that is not wholly-owned up to the amount of cash or cash equivalents (x) actually distributed by such entity to a Loan Party or a wholly-owned Restricted Subsidiary or (y) that could have been distributed as a dividend or other distribution or return on investment by such entity to a Loan Party or wholly-owned Restricted Subsidiary.

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“Builder Basket” shall mean, as of any date of determination, a cumulative amount equal to (a) the sum of (without duplication) (i) the greater of (A) $50 million or (B) the equivalent percentage of Adjusted EBITDA for the most recently ended four quarter period for which financial statements have been delivered (or, at the option of the Borrower, the Adjusted EBITDA for the most recently ended period for which financial statements are internally available), plus (ii) at the Borrower option, prior to the launch of general syndication, either (x) an amount not less than zero equal to the percentage of excess cash flow described above under “Mandatory Prepayments – Excess Cash Flow” equal to the percentage thereof not required to be applied as an excess cash flow prepayment of the Term Loans for the applicable year or (y) the CNI Growth Amount (to be defined as 50% of consolidated net income for the each fiscal quarter of the Borrower commencing with the first full fiscal quarter after the Closing Date), plus (iii) qualified capital contributions to or the proceeds received from public or private equity issuances of the Borrower or any parent thereof after the Closing Date, plus (iv) returns on investments made using the Builder Basket received by the Borrower or a Restricted Subsidiary, plus (v) any Declined Proceeds and any Retained Asset Sale Proceeds, plus (vi) the amount of any investment made by the Borrower and/or any of its Restricted Subsidiaries in reliance on the Builder Basket in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated into a Borrower or any of its Restricted Subsidiaries or the fair market value of the assets of any Unrestricted Subsidiary (as reasonably determined by the Borrower) that have been transferred to the Borrower or any of its Restricted Subsidiaries or the amount of cash dividends made by an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries (to the extent not included in consolidated net income) or the proceeds from the disposition of any Unrestricted Subsidiary received by the Borrower or any of its Restricted Subsidiaries, plus (vii) the proceeds initially received by the Borrower from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity of the Borrower (or any parent thereof).

“First Lien Net Leverage Ratio” will be defined as the ratio of (i) (A) consolidated debt for borrowed money, purchase money indebtedness, capital leases, debt evidenced by bonds, notes, debentures, indentures, credit agreements and similar instruments, unreimbursed amounts owing in respect of letter of credit and similar facilities of the Borrower and its Restricted Subsidiaries to the extent such amounts have not been reimbursed in cash to the Borrower or a Restricted Subsidiary (“Consolidated Total Debt”) that are secured (other than if contractually junior to the liens of the Administrative Agent) net of (B) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries and cash of the Borrowers and Restricted Subsidiaries restricted in favor of the Lenders (collectively, “Unrestricted Cash”) to (ii) trailing four fiscal quarter Adjusted EBITDA.

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“Secured Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt that is secured net of Unrestricted Cash to (ii) trailing four fiscal quarter Adjusted EBITDA.

“Total Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt net of Unrestricted Cash to (ii) trailing four fiscal quarter Adjusted EBITDA.

Financial Covenant

Term Loan B Facility: None.

Revolving Credit Facility: limited to (the “Financial Covenant”), commencing, if applicable, with the second full fiscal quarter ending after the Closing Date, a maximum First Lien Net Leverage Ratio (which shall be tested in respect of the Borrower and its Restricted Subsidiaries, on a consolidated basis) tested only at the end of any fiscal quarter when the aggregate amount of outstanding Revolving Loans, undrawn Letters of Credit in excess of $25 million in the aggregate and unreimbursed drawings in respect of Letters of Credit (including Swingline Loans but excluding cash collateralized Letters of Credit) exceeds 35% of the commitments under the Revolving Credit Facility (excluding, for the first two full fiscal quarters following the Closing Date, the amount of Revolving Loans used to fund original issue discount or upfront fees required pursuant to the flex provisions of the Fee Letter or to otherwise finance the Transactions). The level for the Financial Covenant shall be set at a First Lien Net Leverage Ratio that is 6.25x (with no step-downs).

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Equity Cure Right:

For purposes of determining compliance with the Financial Covenant, any equity contribution (that is not “disqualified equity”) made to the Borrower after the last day of any fiscal quarter and on or prior to the day that is ten business days after the day on which financial statements are required to be delivered in respect of that fiscal quarter (the “Cure Date”) will, at the request of the Borrower, be included in the calculation of Adjusted EBITDA solely for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Cure Amount”); provided (a) the Borrower shall be permitted to request that a Cure Amount be included in the calculation of Adjusted EBITDA with respect to any fiscal quarter (i) no more than twice during any consecutive four fiscal quarter period, and (ii) no more than five times in the aggregate during the term of the Senior Credit Facilities, (b) each Cure Amount will be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant, (c) all Cure Amounts and the use of proceeds thereof will be disregarded for all other purposes under the Loan Documents (including determining pricing or the availability or amount of any covenant basket, carve-out or compliance on a pro forma basis with the Financial Covenant or any other ratio), and (d) there shall be no pro forma or other reduction of indebtedness (including by way of cash netting) using the proceeds of any Cure Amount in determining the Financial Covenant (or any other leverage ratio) for the applicable fiscal quarter and for any subsequent period that includes such fiscal quarter (except in the case of such subsequent fiscal quarter all or any portion of such Cure Amount is actually used to permanently prepay or otherwise permanently reduce indebtedness). Notwithstanding the foregoing, and for the avoidance of doubt, upon the receipt of a Cure Amount as provided above, any default or event of default with respect to the Financial Covenant shall be deemed to have been cured and no longer continuing.

The Loan Documents will contain a standstill provision prohibiting the exercise of remedies related to any breach of the Financial Covenant during the period in which any Cure Amount may be contributed after delivery of written notice to the Administrative Agent of the Borrower’s intention to cure the Financial Covenant with the proceeds of a Cure Amount, but the Borrower shall not be permitted to borrow (or draw Swing Line Loans or have Letters of Credit issued or amended) during such period absent the consent of the Revolving Lenders; provided that such standstill shall apply solely in respect of the breach (or prospective breach) of the Financial Covenant giving rise thereto, and to the extent the applicable Cure Amount has not been made prior to the applicable Cure Date, such standstill shall end when such Cure Amount may no longer be timely made in respect of such fiscal quarter.

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Events of Default

Limited to the following (to be applicable to the Borrower and its Restricted Subsidiaries) (with exceptions, thresholds, materiality, notice and grace provisions and other qualifications to be mutually agreed upon; provided that each threshold shall grow based on the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries): nonpayment of principal, interest, fees or other amounts after a five business day grace period; inaccuracy of representations and warranties when made in any material respect (subject to a 30-day cure period if such breach is capable of being cured); violation of covenants subject, with respect to affirmative covenants (other than notices of default and maintenance of the Borrower’s existence), to a 30-day cure period and notice from the Administrative Agent; cross-acceleration under indebtedness in excess of $75 million; bankruptcy and judgments and insolvency events with respect to the Borrower or a material Restricted Subsidiary (with a 60-day grace period for involuntary events); judgment in excess of $75 million (after netting insurance and third party indemnities) (subject to a 60-day grace period); ERISA and other pension events; and actual or asserted invalidity or impairment of guarantees, security documents or any other Loan Documents (including the failure of any lien on any material portion of the Collateral to remain valid and perfected with the priority required under the Loan Documents); and a “Change of Control” (to be defined in a manner to be agreed upon, but to include a pre-and post-qualifying IPO provision, with no continuing director prong; it being understood that an IPO shall not require a primary offering or a minimum size to qualify as a qualifying IPO). The Loan Documents will provide that any breach of the Financial Covenant will not result in a default under the Term Loan Facility unless and until the non-defaulting Lenders under the Revolving Credit Facility accelerate the amounts due thereunder and terminate the commitments thereunder.

The occurrence of an event of default shall not entitle the Lenders to terminate the commitments in respect of the Senior Credit Facilities prior to the borrowing thereof on the Closing Date. The acceleration of the Senior Credit Facilities shall be permitted at any time after they have been funded only to the extent that an Event of Default is outstanding at such time.

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Voting

Amendments and waivers with respect to the Loan Documents will require the approval of Lenders (that are not defaulting Lenders) holding not less than a majority of the aggregate principal amount of the Loans, including participations in Swing Line Loans and Letters of Credit and unused commitments under the Senior Credit Facilities (the “Required Lenders”) (with certain amendments and waivers that effect the rights or duties of one class of Lenders more adversely than any other class of Lenders also requiring class votes), except that (i) the consent of each Lender directly affected thereby (but not the consent of the Required Lenders or of any other majority or required percentage of the Lenders of any facility or tranche, or any other Lenders) shall be required with respect to (a) reductions in the amount or extensions of the final maturity of any Loan or any required amortization payment with respect thereto (other than a waiver of any condition precedent, any default, event of default or mandatory prepayment and other than extensions for administrative convenience as agreed by the Administrative Agent), (b) reductions in the rate of interest (other than a waiver of default interest, the “MFN” provision, any condition precedent, any default, event of default or mandatory prepayment, or change to a financial ratio (or any component definition thereof), shall not constitute such a reduction) or any fee or other amount payable or extensions of any due date thereof, (c) increases in the amount or extensions of the expiration date of any Lender’s commitment (provided that a waiver of any condition precedent, any default, event of default or mandatory prepayment shall not constitutes such an increase), (d) modifications to the assignment provisions of the Loan Documents that further restrict assignments thereunder and (e) changes to the “waterfall” and certain other provisions and (ii) the consent of 100% of the Lenders shall be required with respect to any amendment that (a) releases of all or substantially all of the value of the guarantees of the Guarantors or of all or substantially all of the Collateral (other than in connection with permitted asset sales or other permitted dispositions) or (b) permits assignments by any Credit Party of its rights or obligations under the Senior Credit Facilities. Notwithstanding the foregoing, amendments, waivers and consents in respect of the Financial Covenants shall only require the consent of non-defaulting Lenders holding more than 50% of the aggregate loans and commitments under the Revolving Credit Facility.

Any provision of the Loan Documents may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, error, defect or inconsistency.

It is agreed that (i) any applicable intercreditor agreement contemplated by the Credit Agreement may be entered into or amended solely with the consent of the Administrative Agent to give effect thereto or to carry out the purposes thereof and (ii) there shall be no “class” voting requirement for amendments, modifications or supplements to the Loan Documents.

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The Loan Documents will permit guarantees, collateral security documents and related documents to be, together with the Credit Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need for consent by any other Lender if such amendment or waiver is delivered in order to (i) comply with local law or advice of local counsel or (ii) cause such guarantee, collateral security document or other document to be consistent with the Credit Agreement and the other Loan Documents.

The Administrative Agent shall be entitled to extend a deadline or requirement in connection with compliance with guarantee and security provisions.

Assignments and Participations

The Lenders shall be permitted to assign and sell participations in their loans and commitments, subject, in the case of assignments (other than assignments to another Lender, an affiliate of a Lender or an “approved fund” (to be defined in the Loan Documents)), to the consent of (which consent shall not be unreasonably withheld, delayed or conditioned) (x) the Administrative Agent, (y) with respect to the Revolving Credit Facility only, each Issuing Lender and Swing Line Lender and (z) so long as no payment or bankruptcy event of default has occurred and is then continuing, the Borrower, with the Borrower being deemed to be withholding their consent reasonably if the proposed assignee or participant is a Disqualified Lender; provided that (a) the Borrower shall be deemed to have consented to such assignment if the Borrower has not otherwise rejected in writing such assignment within 10 business days of the date on which such assignment is requested and (b) neither the Term Loan Facility nor the Revolving Credit Facility shall be participated or assigned to any natural person or any Disqualified Lender; provided, further, that GS Bank may assign its commitments and agreements hereunder to GSLP without the consent of any party hereto. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $1.0 million with respect to Term Loans and $5.0 million with respect to the Revolving Credit Facility. Assignments will not be required to be pro rata among the Senior Credit Facilities. The Administrative Agent shall receive an administrative fee of $3,500 in connection with each assignment unless otherwise agreed by the Administrative Agent.

A-40

The Administrative Agent shall be entitled to make available to all Lenders the list of Disqualified Lenders. In addition, each assignment and assumption shall include a representation that the assignee is not a Disqualified Lender (and the Administrative Agent may rely conclusively on such representation). The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of the Loan Documents relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. For the avoidance of doubt, any assignment to any Disqualified Lender shall not be void, but shall be subject to customary provisions pursuant to which the Borrower shall be entitled to terminate the commitments of such Disqualified Lender and prepay its Loans.

Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions, and will be subject to customary limitations on voting rights (as mutually agreed). Participants’ and assignees’ entitlements to gross up provisions for withholding taxes shall be subject to customary limitations for transactions and facilities of this type. Notwithstanding anything herein to the contrary, no participant will be entitled to a gross-up or yield protection payment in an amount greater than the amount, if any, owed to the selling Lender except to the extent such greater amount is attributable to a change in law after the date the participant acquired the applicable participation.

Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall only be issued under the Senior Credit Facilities upon request.

The Loan Documents shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding at least a majority of the aggregate principal amount of the Loans, including participations in Letters of Credit and Swing Line Loans and unused commitments under the Senior Credit Facilities, shall have consented thereto.

A-41

In addition, the Loan Documents shall provide that the Term Loans may be purchased by the Borrower (x) on a non-pro rata basis through Dutch auctions open to all Lenders on a pro rata basis in accordance with customary procedures to be agreed; provided that (i) any such Term Loans acquired by the Borrower shall be retired and cancelled immediately and automatically upon acquisition thereof, (ii) either (a) the Borrower must provide a customary representation and warranty to the effect that it is not in possession of any non-public information with respect to the business of the Borrower or any of their subsidiaries (or their respective securities) at the time of such purchase that has not been disclosed generally to private side lenders that could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign the Term Loans (or state that it cannot make such representation) or (b) such assignment shall contain customary “Big Boy” representations and (iii) no event of default shall exist or result therefrom and (y) through open market purchases.

Defaulting Lenders

The Loan Documents shall contain customary provisions relating to “defaulting” Lenders consistent with the Documentation Principles, including provisions relating to providing cash collateral to support Swing Line Loans or Letters of Credit, the suspension of voting rights and of rights to receive certain fees, and termination or assignment of commitments or Loans of such Lenders.

Cost and Yield Protection;

Miscellaneous

Each Lender and each Issuing Lender will receive cost and interest rate protection customary for facilities and transactions of this type, including compensation in respect of prepayments, taxes (including customary gross-up provisions for withholding taxes imposed by any governmental authority), changes in liquidity or capital requirements, guidelines or policies or their interpretation or application after the Closing Date (including, for the avoidance of doubt (and regardless of the date adopted or enacted), with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations with respect thereto and (y) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III)), illegality, change in circumstances, reserves and other customary protections for U.S. and non-U.S. financial institutions and other lenders, subject to, in the case of each of the foregoing, the right to replace lenders claiming such cost and interest rate protection, customary notice and tolling provisions, mitigation requirements, certification requirements and other exceptions to be mutually and reasonably agreed upon and consistent with the Documentation Principles. In addition, the Loan Documents will contain customary “EU Bail-In” recognition provisions.

A-42

Expenses

The Loan Documents will provide that the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent and Arrangers associated with the syndication of the Senior Credit Facilities and the preparation, negotiation, execution, delivery, filing and administration of the Loan Documents and any amendment or waiver with respect thereto (including the reasonable and documented out-of-pocket fees, disbursements and other charges of external counsel (limited to one such counsel per applicable jurisdiction that is reasonably necessary) and consultants and the charges of IntraLinks, SyndTrak or a similar service) and (ii) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent, the Arrangers, any other agent appointed in respect of the Senior Credit Facilities, each Issuing Lender, each Swing Line Lender and the Lenders (including the reasonable and documented fees, disbursements and other charges of external counsel and consultants) in connection with the enforcement of, or protection and preservation of rights under, the Loan Documents.

Indemnification

The Loan Documents will contain customary indemnities consistent with the Documentation Principles for (i) the Arrangers, the Collateral Agent, the Administrative Agent and the Lenders, (ii) each affiliate of any of the foregoing persons and (iii) each of the respective officers, directors, officers, employees, advisors, agents, successors, partners, representatives and permitted assigns of each of the foregoing persons referred to in clauses (i) and (ii) above (each such person in clauses (i), (ii) and (iii), an “Indemnified Person”) (other than any claim (x) determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of an Indemnified Person or its Related Indemnified Parties or (ii) a material breach by an Indemnified Person or any of its Related Indemnified Parties of its obligations under Senior Credit Facilities, or (y) related to a dispute solely among Indemnified Persons not arising from any act or omission of the Borrower or any of its affiliates (other than a claim against any Indemnified Person solely in its capacity as an Arranger or Agent or any similar capacity under any of the Senior Credit Facilities).

A-43

Governing Law and Forum

The Loan Documents (except as otherwise expressly set forth in a Loan Document) will be governed by New York law and will provide for the Credit Parties to submit to the exclusive jurisdiction and venue of the Federal and state courts of the State of New York sitting in the Borough of Manhattan in New York City; provided that the proviso to the first sentence of Section 11 of the Commitment Letter shall apply.

Counsel to the Arrangers, the Collateral

Agent and the Administrative Agent

Cahill Gordon & Reindel LLP.

* * *

A-44

ANNEX A-I TO EXHIBIT A

TO COMMITMENT LETTER

Interest and Certain Fees

Interest Rate Options

The Borrower may elect that the Loans or other extensions of credit comprising each borrowing bear interest at a rate per annum equal to

(i) the Base Rate plus the Applicable Margin; or

(ii)

LIBO Rate plus the Applicable Margin; provided that all Swing Line Loans will be Base Rate Loans.

The Borrower may elect interest periods of 1, 2, 3 or 6 months (or 12 months if available to all applicable Lenders) for LIBO Rate Loans (as defined below).

As used herein:

“Applicable Margin” means:

(A)

with respect to the Term Loan Facility, (i) initially, 2.25%, in the case of Base Rate Loans, and (ii) initially, 3.25% in the case of LIBO Rate Loans, subject, in each case, to two 25 basis point step-downs based upon achieving a First Lien Net Leverage Ratio that is 0.50x and 1.00x, respectively, inside Closing Date First Lien Net Leverage as of the last day of the most recent fiscal quarter for which financial statements have been delivered;

(B)

with respect to the Revolving Credit Facility, (i) initially, 2.25%, in the case of Base Rate Loans, and (ii) initially, 3.25%, in the case of LIBO Rate Loans, subject, in each case, to two 25 basis point step-downs based upon achieving a First Lien Net Leverage Ratio that is 0.50x and 1.00x, respectively, inside Closing Date First Lien Net Leverage as of the last day of the most recent fiscal quarter for which financial statements have been delivered.

“Base Rate” means the highest of (i) the Federal Funds Rate plus ¹/₂ of 1.00%, (ii) the “U.S. Prime Lending Rate” published by the Wall Street Journal (the “Prime Rate”), (iii) the LIBO Rate for a one month interest period plus 1.00%) (provided that, if the rate described in preceding clause (i) shall be less than zero, such rate shall be deemed to be zero).

A-I-1

“LIBO Rate” means the higher of the London Interbank Offered Rate or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Senior Administrative Agent from time to time) at approximately 11:00 a.m., London time, two business days prior to the commencement of such interest period, for deposits in U.S. Dollars (for delivery on the first day of such interest period) with a term equivalent to such interest period (provided that, if the foregoing rate shall be less than zero, such rate shall be deemed to be zero). The Loan Documents shall contain provisions relating to a replacement rate for LIBO Rate reasonably satisfactory to the Administrative Agent and the Borrower.

Interest Payment Dates

With respect to Loans bearing interest based upon (a) the LIBO Rate (“LIBO Rate Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period and on the applicable maturity date and (b) the Base Rate, on the last business day of each calendar quarter (in arrears) and on the applicable maturity date. Interest shall also be payable on any Loans upon any voluntary or mandatory repayment thereof.

Unutilized Commitment Fee

The Borrower shall pay a commitment fee calculated at the rate of 0.50% per annum, on the average daily unused portion of the Revolving Credit Facility, payable quarterly in arrears, subject to step-downs to 0.375% and 0.25%, commencing after delivery of financial statements for the first full fiscal quarter following the Closing Date, based upon achieving a First Lien Net Leverage Ratio that is 0.50x and 1.00x, respectively, inside Closing Date First Lien Net Leverage, as of the last day of the most recent fiscal quarter for which financial statements have been delivered. For purposes of the commitment fee calculations only, Swing Line Loans shall not be deemed to be a utilization of the Revolving Credit Facility.

Letter of Credit Fees

The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Credit Loans made or maintained as LIBO Rate Loans on the available amount of each such Letter of Credit. Such commission shall be shared ratably among the Lenders participating in the Revolving Credit Facility and shall be payable quarterly in arrears.

A-I-2

In addition to letter of credit commissions, a fronting fee not to exceed 0.125% per annum on the available amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary (as determined by the Issuing Lender) administrative, issuance, amendment, payment and document examination charges shall be payable to the Issuing Lender for its own account.

Default Rate

All overdue principal, interest, fees and other monetary amounts outstanding under the Senior Credit Facilities shall bear interest at 2.00% per annum above the rate otherwise applicable thereto (or, if there is no applicable rate, 2.00% per annum above the Base Rate applicable to Revolving Credit Loans) and shall be payable on demand.

Rate and Fee Basis

All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Base Rate Loans) for the actual number of days elapsed (including the first day but excluding the last day).

* * *

A-I-3

EXHIBIT B-1 TO COMMITMENT LETTER

CLOSING CONDITIONS

Capitalized terms used but not defined in this Exhibit F have the meanings assigned to them elsewhere in this Commitment Letter. The closing of the Senior Credit Facilities and the making of the initial loans and other extensions of credit under the Senior Credit Facilities are conditioned only upon satisfaction (or waiver by the Lead Arrangers) of the conditions precedent identified below (subject in all cases to the Certain Funds Provision).

1. Acquisition. The Acquisition shall have been, or substantially concurrently with the initial funding of the Senior Credit Facilities shall be, consummated in all material respects in accordance with the terms of an agreement and plan of merger with the Target (as may be amended in accordance with the terms of this Commitment Letter and together with the annexes, schedules, exhibits and attachments thereto, (the “Acquisition Agreement”), after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by you that are materially adverse to the interests of the Lenders or Commitment Parties in their respective capacities as such, unless consented to in writing by the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that (a) any substantive change to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed materially adverse, (b) any reduction in the purchase price of less than 10% or in accordance with the Acquisition Agreement (including pursuant to any working capital or purchase price adjustment provision set forth in the Acquisition Agreement) shall be deemed not to be materially adverse, (c) any other reduction in the purchase price shall be deemed not to be materially adverse so long as such decrease is allocated to reduce the Term Loan Facility and (d) any increase in the purchase price shall be deemed not to be materially adverse so long as such increase is funded by common equity, qualified equity (on terms reasonably acceptable to the Lead Arrangers) or amounts available to be drawn under the Revolving Credit Facility (subject to the Closing Date limitation set forth under “Use of Proceeds”) or such increase is pursuant to any working capital or purchase price adjustment provision set forth in the Acquisition Agreement.

2. Definitive Debt Documents. The Definitive Debt Documents shall be consistent with the Debt Financing Letters, and shall have been executed and delivered by the applicable Borrower and the applicable Guarantors to the Administrative Agent; provided that this condition is subject to the Certain Funds Provision. All documents and instruments required to be entered into or delivered by the applicable Borrower or the applicable Guarantors to perfect the security interests of Collateral Agent, for the benefit of the Lenders under the Senior Credit Facilities and the other secured parties thereunder in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing as, and to the extent, required by Exhibit A; provided that this condition is subject to the Certain Funds Provision.

3. Refinancing. Prior to or substantially concurrently with the initial funding of the Facilities, the Refinancing shall have occurred.

B-1

4. Financial Information. The Lead Arrangers shall have received (A) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for the last three full fiscal years ended at least 90 days prior to the Closing Date, (B) unaudited consolidated balance sheets and related statements of income and cash flows of each of the Borrower and the Target for each subsequent interim quarterly period ended at least 45 days prior to the Closing Date (excluding the fourth quarter of any fiscal year) and (C) pro forma financial information in a form customary for inclusion in the Confidential Information Memorandum (which shall in any event be limited to a pro forma income statement and a pro forma balance sheet) with respect to the Senior Credit Facilities of the Borrower and its subsidiaries (after giving effect to the Acquisition and the other Transactions) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period of the Borrower ended at least 90 days prior to the Closing Date (if such period is a fiscal year) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter), prepared after giving effect to the Acquisition and other Transactions, which pro forma financial information need not (1) be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, (2) include any adjustments (including any income or expense) related to any shared administrative expenses or (3) include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, (formerly SFAS 141R)) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrower); provided that the filing of the required financial statements on Form 10-K and Form 10-Q within such time periods by the Target will satisfy the requirements of this Paragraph 4 with respect to the Target. It is acknowledged and agreed that, as of the date of this Commitment Letter, the Lead Arrangers have received the items (1) required by clause (A) with respect to the Borrower’s fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018 and with respect to the Target’s fiscal years ended November 30, 2016, November 30, 2017 and November 30, 2018 and (2) required by clause (B) with respect to the Borrower’s fiscal quarter ending March 31, 2019 and the Target’s fiscal quarter ending February 28, 2019.

5. Marketing Period. With respect to the Senior Credit Facilities, the Arrangers shall have been afforded a period (the “Senior Marketing Period”) of at least 15 consecutive business days following receipt of the information in paragraph 4 above (with references therein to the “Closing Date” being deemed, for purposes of this paragraph 5, to refer to the first day of such Senior Marketing Period) and other material information reasonably requested by the Arrangers that is customarily provided by a borrower for inclusion in a Confidential Information Memorandum with respect to the Senior Credit Facilities (the “Required Bank Information”) to syndicate the Senior Credit Facilities; provided that (x) July 5, 2019 and November 22, 2019 shall not be included as “business days” for such purpose, (y) if such period has not ended prior to August 16, 2019, then it will not commence until on or after September 3, 2019 and (z) if such period has not ended prior to December 20, 2019, then it will not commence until on or after January 6, 2020. If you in good faith reasonably believe that you have delivered the Required Bank Information, you may deliver to the Arrangers written notice to that effect (stating when you believe you completed any such delivery), in which case you shall be deemed to have delivered such Required Bank Information on the date such notice is received, unless the Arrangers in good faith reasonably believes that you have not completed delivery of such Required Bank Information and, within three business days after its receipt of such notice from you, the Arrangers delivers a written notice to you to that effect (stating with specificity what Required Bank Information you have not delivered).

6. Payments. All costs, fees, expenses (including reasonable and documented legal fees and out-of-pocket expenses) (to the extent, in the case of expenses, a reasonably detailed invoice has been delivered to the Borrower) and other compensation and amounts contemplated by the Debt Financing Letters or otherwise payable to us, the Lenders or any of our or their respective affiliates pursuant to the Commitment Letter or the Fee Letter, that have been invoiced at least three (3) business days prior to the Closing Date shall have been (or substantially concurrently with the initial funding of the Senior Credit Facilities will be) paid to the extent due and payable in accordance with the terms, respectively, hereof or thereof.

B-2

7 Customary Closing Documents. Delivery of the following customary documents, to the extent required to be delivered under the Definitive Debt Documents, consistent with the Documentation Principles: customary lien, litigation and tax searches, customary borrowing notices, customary legal opinions; corporate records and documents from public officials and officers’ certificates; provided that this condition is subject to the Certain Funds Provision. In addition, you (or the Borrower) shall have delivered (a) at least three (3) business days prior to the Closing Date, all documentation and other information required by U.S. regulatory authorities under applicable “know-your-customer”, anti-money laundering and anti-terrorist financing rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation as have been reasonably requested in writing at least ten (10) business days prior to the Closing Date by such Lenders, and (b) a certificate from the chief financial officer of the Borrower in the form set forth in Exhibit B-2, certifying that the Borrower and its subsidiaries on a consolidated basis immediately after giving effect to the Transactions are solvent.

8. Certain Representations. The Specified Representations shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein regarding materiality or any similar standard or qualification) and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein regarding materiality or any similar standard or qualification) to the extent contemplated by the Certain Funds Provisions.

9. No Material Adverse Effect. (a) Except as set forth in (i) the corresponding sections of the Company Disclosure Schedule (as defined in the Acquisition Agreement) (it being agreed that disclosure of any item in any section of the Company Disclosure Schedule shall be deemed to be disclosed with respect to any other section of the Company Disclosure Schedule to the extent the relevance of such item to such other section is reasonably apparent on its face to Parent (as defined in the Acquisition Agreement) and Merger Sub (as defined in the Acquisition Agreement) without independent inquiry) or (ii) the SEC Documents (as defined in the Acquisition Agreement) made publicly available on EDGAR on or after November 30, 2017 and at least two (2) Business Days prior to the date of the Acquisition Agreement (excluding any disclosures contained in the sections “Risk Factors” or “Forward-Looking Statements” and any disclosures or statements to the extent they are cautionary, predictive or forward-looking in nature, since November 30, 2018, there shall not have been any event or condition which has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Acquisition Agreement) and (b) since the date of the Acquisition Agreement, there shall not have occurred any Material Adverse Effect.

B-3

EXHIBIT B-2 TO COMMITMENT LETTER

FORM OF SOLVENCY CERTIFICATE

Pursuant to the Credit Agreement¹, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] of [the Borrower] (the “Borrower”), and not individually, and without any personal liability, as follows:

As of the date hereof, after giving effect to the consummation of the Transaction, including the making of the Loans under the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such Loans, that:

a. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

b. The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

c. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

d. The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned is familiar with the business and financial position of the Borrower and its Subsidiaries. In reaching the conclusions set forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its Subsidiaries after consummation of the transactions contemplated by the Commitment Letter.

¹ Credit Agreement to be defined.

B-4

Exhibit (b)(2)

Execution Version

GOLDMAN SACHS BANK USA 200 WEST STREET NEW YORK, NEW YORK 10282	BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, New York 10036	PNC BANK, NATIONAL ASSOCIATION 4720 Piedmont Row Drive, Suite 200 Charlotte, NC 28210

		PNC CAPITAL MARKETS LLC The Tower at PNC Plaza 300 Fifth Ave., 10th Floor Pittsburgh, PA 15222

FIFTH THIRD BANK

38 Fountain Square Plaza

Cincinnati, Ohio 45263

CONFIDENTIAL

July 8, 2019

AMENDED AND RESTATED COMMITMENT LETTER

NASCAR Holdings, Inc.

One Daytona Boulevard

Daytona Beach, Florida 32114

Attention: Susan Schandel

Re:

Project O2

Ladies and Gentlemen:

You have advised Goldman Sachs Bank USA, acting through any of their affiliates as it deems appropriate, (“GS Bank”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (“BofAS”), PNC Bank, National Association (“PNC Bank”). PNC Capital Markets LLC (“PNCCM”) and Fifth Third Bank (“Fifth Third” and collectively with GS Bank, Bank of America, BofAS, PNC Bank and PNCCM, the “Commitment Parties”, “we” or “us”), that NASCAR Holdings, Inc., a Florida corporation (together with the Successor LLC (as defined herein), “you”), intends to:

Capitalized terms used but not defined herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit.

You have advised us that the Acquisition (including fees, commissions and expenses, Refinancing and the Restructuring) is intended to be financed from the following sources:

(i) a $150.0 million senior secured first lien revolving credit facility having the terms set forth in Exhibit A hereto (the “Revolving Credit Facility”);

(iii) available cash on hand of you, the Target and your and its respective subsidiaries.

The date on which the Acquisition is consummated is referred to herein as the “Closing Date”.

1. The Commitments.

In connection with the foregoing, we are pleased to inform you that (A) (i) GS Bank hereby commits, directly or through one or more of its affiliates, to provide 48.889% of the Term Loan Facility, (ii) Bank of America hereby commits, directly or through one or more of its affiliates, to provide 39.111% of the Term Loan Facility, (iii) PNC Bank hereby commits, directly or through one or more of its affiliates, to provide 10.000% of the Term Loan Facility and (iv) Fifth Third (together with GS Bank, Bank of America and PNC Bank, collectively, the “Initial Term Lenders”) hereby commits, directly or through one or more of its affiliates, to provide 2.000% of the Term Loan Facility and (B) (i) GS Bank hereby commits, directly or through one or more of its affiliates, to provide $53,500,000 of the Revolving Credit Facility, (ii) Bank of America hereby commits, directly or through one or more of its affiliates, to provide $41,500,000 of the Revolving Credit Facility, (iii) PNC Bank hereby commits, directly or through one or more of its affiliates, to provide $30,000,000 of the Revolving Credit Facility and (iv) Fifth Third (together with GS Bank, Bank of America and PNC Bank, collectively, the “Initial Revolving Lenders” and, together with the Initial Term Lenders, the “Initial Lenders”) hereby commits, directly or through one or more of its affiliates, $25,000,000 of the Revolving Credit Facility.

The commitments described in this Section 1 are collectively referred to herein as the “Commitments.” The Initial Lenders’ obligations to provide the Senior Credit Facilities and the agreement of the Administrative Agent (as defined below) to perform the services described herein, are subject only to the specified closing conditions set forth in on Exhibit B to this letter (this amended and restated letter, including the exhibits, schedules and annexes hereto, collectively, this “Commitment Letter”). Notwithstanding anything to the contrary in this Commitment Letter or the amended and restated fee letter of even date hereof among the Commitment Parties and you (the “Fee Letter” and, together with this Commitment Letter, the “Debt Financing Letters”), there shall be no condition (express or implied) to closing and initial funding of the Senior Credit Facilities contained in the definitive documents relating to the Senior Credit Facilities (collectively, the “Definitive Debt Documents”) that is not specifically set forth on Exhibit B to this Commitment Letter. This Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter (the “Original Commitment Letter”) dated as of May 22, 2019 by and among GS Bank, Bank of America, BofAS, PNC Bank, PNCCM and you, and such Original Commitment Letter shall be of no further force or effect; provided, that, notwithstanding anything to the contrary herein, GS Bank, Bank of America, BofAS, PNC Bank and PNCCM shall be entitled to the benefits of the indemnification provisions of this Commitment Letter as if they were in effect as of and from the date of the Original Commitment Letter.

2. Titles and Roles. As consideration for the Commitments, you hereby retain (i) (A) GS Bank, BofAS and PNCCM to act as joint lead arrangers and joint bookrunners in connection with the Term Loan Facility (in such capacities, the “Term Loan Lead Arrangers”), (B) Fifth Third to act as co-manager and co-documentation agent in connection with the Term Loan Facility, (C) GS Bank, BofAS and PNCCM to act as joint lead arrangers and joint bookrunners in connection with the Revolving Credit Facility (in such capacities, the “Revolving Lead Arrangers” and, together with the Term Loan Lead Arrangers, the “Lead Arrangers” and the “Arrangers”) and (D) Fifth Third to act as co-manager and co-documentation agent in connection with the Revolving Credit Facility and (ii) GS Bank or its affiliates to act as sole administrative agent and sole collateral agent in connection with the Senior Credit Facilities (in such capacity, the “Administrative Agent”). It is further agreed that (x) GS Bank will have “left side” designation and shall appear on the top left of any offering or marketing materials in respect of the Term Loan Facility and shall hold the leading role and responsibilities associated with such designation, including maintaining sole “physical books” and syndication rights in respect of the Term Loan Facility, BofAS shall appear immediately to the right of GS Bank on any offering or marketing materials in respect of the Term Loan Facility and PNCCM shall appear immediately to the right of BofAS on any offering or marketing materials in respect of the Term Loan Facility and (y) GS Bank will have “left side” designation and shall appear on the top left of any offering or marketing materials in respect of the Revolving Credit Facility and shall hold the leading role and responsibilities associated with such designation, BofAS shall appear immediately to the right of GS Bank on any offering or marketing materials in respect of the Revolving Credit Facility and PNCCM shall appear immediately to the right of BofAS on any offering or marketing materials in respect of the Revolving Credit Facility. You further agree that no other titles shall be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters) shall be paid in order to obtain any commitments with respect to the Senior Credit Facilities, unless you and each of us shall reasonably agree.

Notwithstanding anything in the Debt Financing Letters, the Definitive Debt Documents or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Senior Credit Facilities and the making of the initial loans and other extensions of credit on the Closing Date shall be (A) such of the representations and warranties made by the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that you have the right to terminate your obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of the failure of such representation to be accurate (collectively, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Definitive Debt Documents shall be in a form such that they do not impair availability of the Senior Credit Facilities and the making of the initial loans and other extensions of credit on the Closing Date if the conditions expressly set forth in Exhibit B to this Commitment Letter are satisfied or waived by us (it being understood that, to the extent any Collateral (other than to the extent that a lien on such Collateral may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code (the “UCC”) or (y) the delivery of stock certificates of the Borrower, the Target and any material domestic subsidiary which are required to be delivered under Exhibit A to this Commitment Letter; provided that the delivery of stock certificates of the Target and its subsidiaries shall only be required to be delivered on the Closing Date to the extent they have been received from the Target by such date after the use of commercially reasonable efforts; otherwise such stock certificates may be delivered up to five (5) business days after the Closing Date) is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so, the provision or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Senior Credit Facilities and the making of the initial loans and other extensions of credit on the Closing Date, but shall be required to be perfected within 90 days after the Closing Date (in each case subject to extensions granted by the Administrative Agent, in its reasonable discretion). For purposes hereof, “Specified Representations” means the representations and warranties made by the applicable Credit Parties set forth in the Definitive Debt Documents relating to corporate or other organizational existence, organizational power and authority (as to execution, delivery and performance by such Credit Parties of the applicable Definitive Debt Documents) of such Credit Parties, the due authorization, execution, delivery by such Credit Parties and enforceability against such Credit Parties of the applicable Definitive Debt Documents, solvency (to be defined in a manner consistent with Exhibit C) of the Borrower and its subsidiaries (including the Acquired Business) on a pro forma consolidated basis on the Closing Date (after giving effect to the Transactions) , no conflicts (limited to the entry into the Senior Credit Facilities, the borrowings thereunder and the granting of liens in the Collateral to secure the Senior Credit Facilities (solely as and to the extent required hereunder)) of the Definitive Debt Documents with charter documents of any Credit Party, Federal Reserve margin regulations, use of proceeds not violating FCPA/anti-corruption laws, the Patriot Act or OFAC/anti-terrorism/sanctions laws, the Investment Company Act and, subject to the limitations set forth in the prior sentence, the creation, validity and perfection of security interests in the applicable Collateral. Notwithstanding anything to the contrary contained herein, if any of the Specified Acquisition Agreement Representations or Specified Representations is qualified or subject to “material adverse effect”, the definition of “Material Adverse Effect” in the Acquisition Agreement shall apply for the purposes of any representations and warranties made, or to be made, on or as of the Closing Date. This paragraph shall be referred to herein as the “Certain Funds Provision”.

4. Syndication.

(a) The Arrangers reserve the right, at any time after the Signing Date (as defined below) and prior to or after execution of the Definitive Debt Documents, to syndicate all or part of the Commitments to banks, financial institutions and other entities identified by the Arrangers in consultation with you and subject to your consent (such consent not to be unreasonably withheld, delayed or conditioned) (collectively, with the Initial Lenders, the “Lenders”). Notwithstanding the Arrangers’ right to syndicate the commitments of the Initial Lenders and to receive commitments with respect thereto, (a) other than pursuant to an assignment among GS Bank and Goldman Sachs Lending Partners LLC (“GSLP”), any assignments of the commitments hereunder by a Commitment Party in connection with a syndication shall not relieve, release or novate the Commitment Parties’ obligations to you to provide any portion of its commitment hereunder or to fund the loans on the Closing Date until after the initial funding of the Senior Credit Facilities on the Closing Date; provided that GS Bank may assign its commitments hereunder to GSLP prior to the initial funding of the Senior Credit Facilities, (b) no assignment or novation shall become effective (as between you and such Commitment Party) with respect to all or any portion of any Commitment Parties’ commitments with respect of the Senior Credit Facilities until after the initial funding of the Senior Credit Facilities on the Closing Date and (c) unless you otherwise expressly agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the funding of the Senior Credit Facilities on the Closing Date has occurred. The Lead Arrangers will exclusively manage all aspects of any such syndication in consultation with you, including decisions as to the selection of prospective Lenders to be approached, when they will be approached, when their commitments will be accepted, which prospective Lenders will participate (subject to your consent rights as set forth under the first sentence of this paragraph), the allocation of the commitments and naming rights among the Lenders, and the amount and distribution of fees to Lenders, it being understood and agreed that we will not syndicate to (x) those persons designated by you as a “Disqualified Lender” by written notice delivered to us on or prior to May 22, 2019 (the “Signing Date”) (or affiliates of such persons either (i) identified in writing to the Lead Arrangers from time to time, or, if after the Closing Date, to the Administrative Agent or (ii) clearly identifiable as affiliates of such persons on the basis of such affiliates’ names), (y) any current or future NASCAR-affiliated “track” or “team” company, any current or future NASCAR media partner and in each case any director or officer thereof, in each case, designated in writing to the Lead Arrangers from time to time (or, if on or after the Closing Date, to the Administrative Agent) (and any affiliates of such designated entities clearly identifiable as affiliates of such designated entities on the basis of such affiliates’ names) or (z) those persons that are competitors (or affiliates of such competitors clearly identifiable as affiliates of such competitors on the basis of such affiliates’ names) of you or your subsidiaries or the Target and its subsidiaries identified in writing to the Lead Arrangers from time to time (or, if on or after the Closing Date, to the Administrative Agent) (collectively, the “Disqualified Lenders”); provided that the foregoing shall not apply retroactively to disqualify any assignment to the extent such assignment was acquired by a party that was not a Disqualified Lender at the time of such assignment; provided further, that a “competitor” or an affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other than a person who is separately identified by you to us on or prior to the Signing Date) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and for which no personnel involved with the relevant competitor (A) make investment decisions or (B) have access to non-public information relating to the Company or any person that forms part of the Company’s business (including its subsidiaries).

6. Clear Market. You agree that, from the Signing Date until the earlier of (x) the Syndication Date and (y) the termination of this Commitment Letter pursuant to Section 15 without the use of the Term Loan Facility, you and your subsidiaries will not, and you will use commercially reasonable efforts, to the extent practical, appropriate and consistent with, and not in violation of, the Acquisition Agreement, to ensure that the Acquired Business will not, directly or indirectly, without the Arrangers’ prior written consent, syndicate, place, sell or issue, or attempt or offer to syndicate, place, sell or issue, any syndicated debt facility, or offered debt security of you, the Target or any of your or its respective subsidiaries (other than the Debt Financing contemplated hereby or intercompany debt), in each case that would reasonably be expected to materially impair the primary syndication of the Senior Credit Facilities; provided that (i) borrowings by you and your subsidiaries under the Existing NASCAR Revolving Credit Agreement (including replacement, extensions and/or renewals thereof), (ii) borrowings by the Target and its subsidiaries under the Existing Target Revolving Credit Agreement (including replacement, extensions and/or renewals thereof), (iii) indebtedness of the Target and its subsidiaries permitted to be incurred, issued or remain outstanding on or prior to the Closing Date pursuant to the Acquisition Agreement (including replacement, extensions and/or renewals thereof to the extent so permitted), (iv) deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings, in each case, will not be deemed to materially impair the primary syndication of the Senior Credit Facilities (v) any debt disclosed to us on or prior to the Signing Date and (vi) any refinancing, replacement, extension, or renewal of existing debt of your or the Target or any of your or its subsidiaries that matures within one year of the Signing Date or any amendment to any such debt.

8. Indemnification and Waivers; Expense Reimbursement. You agree to indemnify and hold harmless each of us (in our role as Commitment Parties) and each of our affiliates (including, without limitation, controlling persons) and each director, officer, employee, advisor, agent, successor, partner, representative and permitted assign of each of the foregoing (in each case, in respect of any Commitment Party in its capacity as such) (each an “Indemnified Person”) from and against any and all actions, suits, investigations, inquiries, claims, losses, damages, liabilities or proceedings of any kind or nature whatsoever (each a “Claim”) which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Debt Financing Letters (including, without limitation, the Original Commitment Letter and the Original Fee Letter (as defined in the Fee Letter)), the Senior Credit Facilities, the use of proceeds thereof, the Transactions or the other transactions contemplated hereby or thereby (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “Proceeding”), and you agree to reimburse each Indemnified Person upon 30 days of a written demand for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole (and, solely in the case of an actual or potential conflict of interest where the Indemnified Person(s) affected by such conflict informs you of such conflict and thereafter, retains its own counsel, one additional conflicts counsel to each group of similarly affected Indemnified Persons taken as a whole) and, if reasonably necessary, of a single local counsel in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole or other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding; provided, however, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent (x) determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or its Related Indemnified Parties (as defined below) or (ii) a material breach by such Indemnified Person or any of its Related Indemnified Parties of its obligations under this Commitment Letter, the Original Commitment Letter, the Original Fee Letter or the Fee Letter, or (y) related to a dispute solely among Indemnified Parties not arising from any act or omission of you or any of your affiliates (other than a claim against any Commitment Party solely in its capacity as an Arranger or Agent or any similar capacity under any of the Senior Credit Facilities). In the case of any Proceeding to which the indemnity in this paragraph applies, subject to the applicable exceptions in the preceding sentence, such indemnity and reimbursement obligations shall be effective, whether or not such Proceeding is brought by you, the Target, any of your or their respective security holders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Debt Financing Letters, the Senior Credit Facilities or any of the Transactions are consummated. The foregoing provisions of this paragraph shall be superseded to the extent covered by the applicable provision of the Definitive Debt Documents upon execution thereof and thereafter shall have no further force and effect. With respect to any Indemnified Person, “Related Indemnified Parties” means (1) any controlling person or controlled affiliate of such Indemnified Person, (2) the respective directors, officers or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (3) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of, or at the express instructions of, such Indemnified Person, controlling person or such controlled affiliate; provided that each reference to a controlling person, controlled affiliate, director, officer or employee in this sentence pertains to a controlling person, controlled affiliate, director, officer or employee involved in the negotiation or syndication of this Commitment Letter, the Original Commitment Letter and the Facilities.

Notwithstanding any other provision of the Debt Financing Letters, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of, or a material breach of the obligations under this Commitment Letter or the Original Commitment Letter, the term sheets or the Fee Letter or the Original Fee Letter by, such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling persons or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of the Indemnified Persons, nor the Company or its subsidiaries shall be liable (whether directly or indirectly, in contract or tort or otherwise) for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with any aspect of this Commitment Letter, the Fee Letter, the Transactions (including the Senior Credit Facilities and the use of proceeds thereunder) or with respect to any activities related to the Senior Credit Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Definitive Debt Documents; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in the immediately preceding paragraph.

By executing this Commitment Letter, you agree to reimburse each Commitment Party (upon the earlier of (x) the Closing Date (to the extent invoiced at least three business days prior to the Closing Date) or (y) if this Commitment Letter is terminated, within three business days following the delivery of such invoice following such termination)) for all reasonable and documented or invoiced out-of-pocket expenses (including, but not limited to, expenses of the Commitment Parties’ consultants’ fees, syndication expenses, due diligence expenses, travel expenses and, in the case of legal fees and expenses, limited to the reasonable fees, disbursements and other charges and expenses of external counsel to the Commitment Parties (which shall be limited to a single external counsel) and of a single local counsel to the Commitment Parties in each relevant jurisdiction that are reasonably necessary (which may be a single counsel for multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case, incurred in connection with the Transactions, the Senior Credit Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter, the Definitive Debt Documents and any security arrangements in connection therewith. You acknowledge that we may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. The foregoing provisions in this paragraph shall be superseded in each case, to the extent addressed thereby, by the applicable provisions contained in the Definitive Debt Document with respect to the Senior Credit Facilities upon execution thereof and thereafter shall have no further force and effect.

9. Confidentiality. This Commitment Letter is delivered to you on the understanding that you shall not disclose, directly or indirectly, to any other person the Fee Letter or the Original Fee Letter or the contents thereof or, prior to your acceptance hereof, the Commitment Letter or the contents thereof or the Original Commitment Letter or the contents thereof, except (a) as required by applicable law or compulsory legal process or to the extent required by governmental or regulatory authorities (in which case you agree to inform each of us promptly thereof to the extent practical and permitted to do so by law, rule or regulation), (b) to you and your officers, directors, employees, attorneys, stockholders (both direct and indirect current and prospective stockholders), accountants, auditors, agents, and advisors on a confidential basis, (c) Exhibits A and B may be disclosed to rating agencies in connection with their review of the Senior Credit Facilities or the Company, (d) the information contained in this Commitment Letter or the Original Commitment Letter (but not that contained in the Fee Letter or the Original Fee Letter) may be disclosed in any Confidential Information Memorandum or in connection with the syndication of the Senior Credit Facilities, (e) this Commitment Letter and the Original Commitment Letter (but not the Fee Letter or the Original Fee Letter) may be disclosed to the Acquired Business and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential basis and only in connection with the Transactions, (f) this Commitment Letter and the information contained in this Commitment Letter and the Original Commitment Letter and the information contained in the Original Commitment Letter (but not the Fee Letter or the Original Fee Letter) may be disclosed (i) to the extent required by the applicable rules of any national securities exchange, and/or (ii) to the extent required by applicable U.S. securities laws, in connection with any Securities and Exchange Commission or other national securities exchange filings relating to the Acquisition, (g) [reserved], (h) to the extent economic portions and “Flex Provisions” thereof have been redacted in a manner reasonably agreed by us, you may disclose the Fee Letter or the Original Fee Letter and each of the contents thereof to the Acquired Business and its officers, directors, employees, attorneys, stockholders, accountants and advisors, in each case on a confidential basis, (i) to enforce your rights hereunder or under the Original Commitment Letter or under the Fee Letter or the Original Fee Letter, and (j) if the Arrangers consent in writing to such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned). You may also disclose, on a confidential basis, the aggregate amount of fees payable under the Fee Letter or the Original Fee Letter as part of a generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with the syndication of the Senior Credit Facilities. The provisions of this paragraph will expire and be of no further force and effect on the third anniversary of the Signing Date.

Each Commitment Party shall use all confidential information received by it from you, the Acquired Business or your or its respective affiliates and representatives in connection with the Transactions solely for the purposes of providing the services contemplated by this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to any Lenders or participants or prospective Lenders or participants (other than Disqualified Lenders), or to any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of their respective obligations, (b) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law, rule or regulations (in which case we will promptly notify you, in advance, to the extent permitted by law, rule or regulation), (c) upon the request or demand of any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over any Commitment Party or any of its affiliates or upon the good faith determination by counsel of any Commitment Party that such information should be disclosed in light of ongoing oversight or review by any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall, except with respect to any routine audit or examination conducted by accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (d) to the officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents of us (collectively, “Representatives”) on a “need-to-know” basis in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (e) to any of the Commitment Parties’ respective affiliates, or Representatives of such affiliates (provided that any such affiliate or Representative is advised of its obligation to retain such information as confidential, and each Commitment Party shall be responsible for its affiliates’ and its affiliates’ Representatives’ compliance with this paragraph) solely in connection with the Transactions, (f) to the extent any such information is or becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter or the Original Commitment Letter, (g) to establish a defense in any legal proceeding, (h) to enforce their respective rights hereunder or under the Fee Letter, (i) to the extent such information is independently developed by any Commitment Party and (j) to the extent that such information is or was received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you; provided that the disclosure of any such information to any Lenders or prospective Lenders, participants or prospective participants referred to above or to any potential counterparty to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of its obligations shall be made (A) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information and (B) subject to the acknowledgment and acceptance by such Lenders or prospective Lenders, participant or prospective participant or counterparty (as applicable) that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials). Our obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Definitive Debt Documents upon the execution and delivery thereof and in any event shall terminate on the third anniversary of the Signing Date.

12. Miscellaneous.

(d) The Debt Financing Letters set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Debt Financing Letters supersede all prior understandings and proposals (including the Original Commitment Letter and the Original Fee Letter), whether written or oral, between any of us and you relating to any financing or the transactions contemplated hereby and thereby.

(e) You agree that each of us or any of our affiliates may disclose information about the Transactions to market data collectors and similar service providers to the financing community.

15. Acceptance, Expiration and Termination. This Commitment Letter and the Fee Letter shall become effective upon execution and delivery by all parties thereto. Thereafter, except with respect to any provision that expressly survives pursuant to Section 14 and unless we shall, in our sole discretion, agree in writing to an extension, the Debt Financing Letters will terminate automatically on the earliest of (i) the date of termination of the Acquisition Agreement in accordance with its terms, (ii) the closing of the Acquisition with or without the use of the Senior Credit Facilities, (iii) 11:59 p.m., New York City time, on the date that is five (5) days after the Outside Date (as defined in the Acquisition Agreement as in effect on the Signing Date), unless the Closing Date and the initial funding of the Senior Credit Facilities shall have occurred on or prior to such date. Notwithstanding anything herein to the contrary, you shall have the right to terminate this Commitment Letter, the commitments of the Commitment Parties with respect to the Term Loan Facility in whole or in part (if in part, on a pro rata basis among the Commitment Parties with commitments under the Term Loan Facility) and/or the commitments of the Commitment Parties with respect to the Revolving Credit Facility in whole or in part (if in part, on a pro rata basis among the Commitment Parties with commitments under the Revolving Credit Facility) at any time upon written notice from you to the Commitment Parties, subject to your surviving obligations as expressly set forth above in this Section 14.

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We are pleased to have the opportunity to work with you in connection with this important financing.

	Very truly yours,

	GOLDMAN SACHS BANK USA

	By:		/s/ Robert Ehudin
			Name: Robert Ehudin
			Title: Authorized Signatory

	BANK OF AMERICA, N.A.

	By:		/s/ Anand Melvani
			Name: Anand Melvani
			Title: Managing Director

	BOFA SECURITIES, INC.

	By:		/s/ Anand Melvani
			Name: Anand Melvani
			Title: Managing Director

	PNC BANK, NATIONAL ASSOCIATION

	By:		/s/ Greg Wilcox
			Name: Greg Wilcox
			Title: Senior Vice President

	PNC CAPITAL MARKETS LLC

	By:		/s/ Gavin D. Young
			Name: Gavin D. Young
			Title: Managing Director

	FIFTH THIRD BANK

	By:		/s/ Charles A. Stearns
			Name: Charles A. Stearns
			Title: Managing Director

[Project O2 – Commitment Letter]

Accepted and agreed to as of the

date first above written:

NASCAR HOLDINGS, INC.

By:		/s/ James C. France
		Name: James C. France
		Title: Chief Executive Officer

[Project O2 – Commitment Letter]

EXHIBIT A TO COMMITMENT LETTER

SUMMARY OF TERMS OF $1,650 MILLION SENIOR CREDIT FACILITIES

Parties

Borrower	NASCAR Holdings, Inc. (which is anticipated to convert into, or merge with and into, a Delaware limited liability company) (the “Borrower”)

Guarantors	Holdco, the immediate parent of the Borrower (“Holdings”), and each of the Borrower’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic Restricted Subsidiaries (other than (a) immaterial subsidiaries (with an individual threshold of 5% of total assets or revenue, individually, or 10% of total assets or revenue in the aggregate, in each case, at the time of designation), (b) a subsidiary that is acquired after the Closing Date that is prohibited by applicable law or by any contractual obligation existing at the time of such acquisition thereof (and not entered into in contemplation thereof) from guaranteeing the Senior Credit Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or which would require a third party (other than the Borrower or a Guarantor) consent, approval, license or authorization in order to provide such Guarantee, it being understood that the Borrower and its subsidiaries shall have no obligation to obtain any such consent, approval, license or authorization, (c) a special purpose entity, (d) a not-for-profit subsidiary, (e) a receivables subsidiary, (f) a captive insurance company, (g) an Unrestricted Subsidiary (as defined below), any subsidiary acquired pursuant to a Permitted Acquisition or other investment permitted by the Loan Documents (as defined below) that has assumed secured debt not incurred in contemplation of such Permitted Acquisition or other investment and any Restricted Subsidiary thereof that guarantees such secured debt, in each case to the extent such secured debt prohibits such subsidiary from becoming a Guarantor, (h) a subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee will be excessive in view of the benefits to be obtained by the Lenders therefrom, (i)(i) for the avoidance of doubt, any non-U.S. subsidiary of the Borrower that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Internal Revenue Code of 1986, as amended (the “Code”), such non-U.S. subsidiary, a “CFC”), (ii) any direct or indirect U.S. subsidiary of a non-U.S. subsidiary of the Borrower that is a CFC and (iii) any U.S. subsidiary of the Borrower that owns no material assets (directly or through one or more disregarded entities) other than the equity (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) of one or more foreign subsidiaries of the Borrower that are CFCs (a “CFC Holdco”) and (j) any subsidiary of the Target that is a party to any agreement related to the Target’s headquarters term loan or the Kansas TIF bonds to the extent guaranteeing the Credit Facilities would result in a breach of any such agreements (collectively, the “Guarantors;” the Borrower and the Guarantors, collectively, the “Credit Parties”). In addition, the Loan Documents (as hereafter defined) will include customary exclusions for Guarantors that are not “eligible contract participants” (as defined in the Commodity Exchange Act (7 U.S.C. section 1 et seq.), as amended from time to time, and any successor statute) from guaranteeing obligations of any Credit Party that relate to the Hedging Arrangements.

A-1

A-2

	The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Borrower or its applicable Restricted Subsidiary at the date of designation in an amount equal to the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such investment is otherwise permitted). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary may only be made if no event of default exists or would result therefrom, and shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing investment, indebtedness or lien of such Restricted Subsidiary, as applicable.

Arrangers	(A) GS Bank, BofAS and PNCCM (each, a “Term Arranger” and collectively, the “Term Arrangers”) and (B) GS Bank, BofAS and PNCCM (each, a “Revolving Arranger” and collectively, the “Revolving Arrangers”; the Revolving Arrangers together with the Term Arrangers, the “Arrangers”).

Co-Manager	Fifth Third

Administrative Agent	GS Bank (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role.

Collateral Agent	GS Bank (in such capacity, the “Collateral Agent”). The Collateral Agent will perform the duties customarily associated with such role.

Co-Documentation Agent	Fifth Third (in such capacity, the “Co-Documentation Agent”). The Co-Documentation Agent will perform the duties customarily associated with such role.

Lenders	A syndicate of banks, financial institutions and other entities (including GS Bank, Bank of America, PNC Bank and Fifth Third) (collectively, the “Lenders”) identified by the Arrangers in accordance with the Commitment Letter.

Availability	The availability of the initial borrowings and other extensions of credit under the Senior Credit Facilities on the Closing Date will be subject only to the conditions set forth on Exhibit B-1, subject in each case to the Certain Funds Provisions.

Loan Documents	The definitive documentation governing or evidencing the Senior Credit Facilities and the Guarantees and Collateral documents described herein (collectively, the “Loan Documents”).

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II.	Types and Amounts of Facilities

Term Loan Facility	A senior secured first lien term loan facility in an aggregate principal amount not to exceed $1,500 million (as such amount may be increased, at the Borrower’s option, by any additional amounts necessary to fund original issue discount and/or upfront fees on the Term Loan Facility in connection with the exercise of the “Flex Provisions” under the Fee Letter) (the “Term Loan Facility” and, the loans thereunder, the “Term Loans”).

	The full amount of the Term Loan Facility shall be available to be drawn by the Borrower in U.S. dollars in a single drawing on the Closing Date.

	Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed.

Final Maturity and Amortization of Term Loan Facility	The Term Loan Facility will mature on the date that is seven (7) years after the Closing Date and will amortize at a rate of 1% per annum (payable in (4) equal quarterly installments, beginning after the second full quarter ending after the Closing Date), with the balance payable on the seventh anniversary of the Closing Date.

	Notwithstanding any of the foregoing, the Loan Documents shall provide the right for individual Lenders under the Term Loan Facility to agree to extend the maturity date of the outstanding Term Loans upon the request of the Borrower and without the consent of any other Lender pursuant to customary procedures to be agreed (any such loans that have been so extended, the “Extended Term Loans”); it being understood that each Lender under the applicable tranche or tranches that are being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such tranche or tranches; provided, that it is understood that no existing Lender will have any obligation to commit to any such extension.

.	The Administrative Agent and Borrower shall be permitted to effect such amendments to the Loan Documents as may be necessary or appropriate to give effect to the immediately preceding paragraph, including conforming amendments (which may be in the form of an amendment and restatement), without the consent of any Lender other than the Lenders agreeing to extend such Extended Term Loans.

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Revolving Credit Facility	A senior secured first lien revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facilities”) in an aggregate principal amount equal to $150.0 million (with the loans thereunder referred to herein as the “Revolving Credit Loans” and, together with the Term Loans, the “Loans”). Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to the limitations set forth herein.

	The Revolving Credit Facility will be available in U.S. dollars.

Maturity of Revolving Credit Facility	The Revolving Credit Facility shall be available to the Borrower on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Revolving Credit Termination Date”); provided that the Loan Documents shall provide the right for individual Lenders under the Revolving Credit Facility to agree to extend the maturity date of the outstanding commitments under the Revolving Credit Facility upon the request of the Borrower and without the consent of any other Lender pursuant to customary procedures to be agreed; provided, that no existing Lender will have any obligation to commit to any such extension. The Revolving Credit Facility will be payable at maturity (no required amortization).

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Incremental Credit Facilities	The Borrower shall have the right to increase the size of the Term Loan Facility and/or incur additional tranches of term loans (“Incremental Term Loans”) and/or increase the size of the Revolving Credit Facility (“Incremental Revolving Commitments” and, together with Incremental Term Loans, each an “Incremental Facility”), at any time after the Closing Date from willing Lenders and/or eligible assignees up to (A) an aggregate total principal amount not to exceed the sum of (x) the greater of $350 million and 100% of Consolidated EBITDA calculated on a pro forma basis, for the most recently ended four fiscal quarter period of the Borrower for which financial statements are internally available, plus (y) any voluntary prepayments of the Term Loans, any Incremental Term Loans or Incremental Equivalent Debt and voluntary prepayments of the Revolving Credit Facility or loans under any Incremental Revolving Commitments (to the extent accompanied by permanent commitment reductions thereto) (including debt buybacks of any of the foregoing, limited to the actual cash amount paid by the Borrower in connection with such buyback) (clause (x) and (y), collectively, the “Fixed Incremental Amount”) plus (B) an aggregate total principal amount not to exceed (i) in the case of any Incremental Facility or Incremental Equivalent Debt to be secured equally and ratably with the Revolving Credit Facility and the Term Loan Facility, the amount that would result in a First Lien Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding the First Lien Net Leverage Ratio on the Closing Date (the “Closing Date First Lien Net Leverage Ratio”), (ii) in the case of any Incremental Facility or Incremental Equivalent Term Debt to be secured on a junior basis to the Senior Credit Facilities, the amount that would result in the Secured Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding 5.95:1.0 and (iii) in the case of any unsecured Incremental Facilities or unsecured Incremental Equivalent Term Debt, the amount that would result in the Total Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding 5.95:1.0 (it being understood that any Incremental Revolving Facility being established shall be treated as being fully drawn at such time for purposes of calculating any leverage ratio pursuant to this clause (B)) (clause (B), the “Ratio Incremental Amount”; and, together with the Fixed Incremental Amount, the “Available Incremental Facility Amount”); provided, further, that any Incremental Facility shall be subject to the following:

	(i) no event of default has occurred and is continuing, or would immediately occur after giving effect to, such Incremental Facilities (except in the case of Incremental Term Loans to be used to provide funding for any permitted acquisition or permitted investment or permitted restricted payment (subject to an irrevocable declaration) or any redemption or repayment of any indebtedness whose consummation is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Transaction”), in each case, the standard will be no payment or bankruptcy event of default shall exist and be continuing at the time the applicable transaction is consummated);

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	(ii) except in the case of a bridge loan the terms of which provide for an automatic extension of the maturity date thereof to a date that is not earlier than the latest maturity date of the initial Term Loan Facility, no Incremental Term Loans shall mature prior to the Term Loans or have a weighted average life that is shorter than the weighted average life of the Term Loans;

	(iii) except with respect to (A) an aggregate amount of Incremental Facilities not greater than the Fixed Incremental Amount, (B), any amount of Incremental Facilities used to finance an acquisition or other permitted investment and (C) any amount of any Incremental Facility that matures more than one year after the Term Loan Facility (clauses (A), (B) and (C), collectively, the “MFN Carveout”), the initial yield (to be defined to include all applicable margin, interest rate floors, upfront fees, original issue discount or similar yield-related discounts, deductions or payments, but excluding any customary arrangement or similar fees in connection therewith that are not paid to all of the lenders providing the Incremental Term Loans) of any broadly syndicated pari passu US dollar denominated Incremental Term Loans incurred prior to the date that is 6 months after the Closing Date shall be no greater than 0.75% per annum higher than the corresponding all-in yield applicable to the existing Term Loan Facility (or, if such initial yield on the Incremental Term Loans exceeds the all-in yield on the existing Term Loan Facility by more than 0.75%, then the interest rate margin for the existing Term Loan Facility shall automatically be increased to equal such initial yield on the Incremental Term Loans minus 0.75%);

	(iv) any such Incremental Term Facility may provide for the ability to participate (i) on a pro rata basis or non-pro rata basis in any voluntary prepayments of the Term Loans and (ii) on a pro rata basis or less than pro rata basis in any mandatory prepayments of the initial Term Loans;

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	(v) the terms of the Incremental Term Loans (other than with respect to pricing, margin, maturity and/or fees or as otherwise contemplated by any of clauses above) shall be otherwise reasonably satisfactory in all respects to the Administrative Agent to the extent that such terms, except to the extent set forth above, are not substantially similar to the Term Loan Facility; provided that any terms (x) that are added in the Senior Credit Facilities for the benefit of the Lenders pursuant to an amendment thereto (with no consent of the Lenders being required) or (y) that are only applicable to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of the incurrence of such Incremental Term Loans, in each case, shall be deemed reasonably satisfactory to the Administrative Agent;

	(vi) any Incremental Revolving Commitment will be documented solely as an increase to the commitments with respect to the Revolving Credit Facility, without any change in terms except for such upfront fees as may be agreed between the Lenders providing such Incremental Revolving Commitments and the Borrower; and

	(vii) any such Incremental Term Loans shall be entitled to benefit from the same guarantees as, and be secured on a pari passu or junior basis by the same Collateral (as defined below) securing the Senior Credit Facilities (subject, in the case of any Incremental Facility secured on a junior basis, to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent).

	None of the existing Lenders under the Senior Credit Facilities will be required to provide any Incremental Term Loans or Incremental Revolving Commitments, and any decision whether or not to do so by any such Lender shall be made at the sole discretion of such Lender.

.	If the Borrower incurs indebtedness under the Fixed Incremental Amount (and any fixed debt basket) on the same date that it incurs indebtedness under the Ratio Incremental Amount (or any other ratio debt incurrence basket), then the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or the Total Net Leverage Ratio (or other applicable ratio), as applicable, with respect to the amounts incurred under the Ratio Incremental Amount (or other ratio debt incurrence basket) will be calculated without regard to any incurrence under the Fixed Incremental Amount (and any fixed debt basket). For the avoidance of doubt, each Incremental Facility shall be deemed incurred first under Ratio Incremental Amount with the balance incurred under any remaining Fixed Incremental Amount.

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	The Borrower may, in lieu of adding an Incremental Facility, utilize any part of the Available Incremental Facility Amount at any time by issuing or incurring Incremental Equivalent Debt (as defined below), subject to customary terms and conditions (such as customary intercreditor documentation, if applicable).

	“Incremental Equivalent Debt” means indebtedness in an amount not to exceed the then Available Incremental Facility Amount consisting of the issuance of senior secured (on a pari passu basis), junior lien, unsecured or subordinated notes or loans (including “mezzanine” debt and bridge loans), in each case, issued in a public offering, Rule 144A transaction or other private placement; provided that such Incremental Equivalent Debt shall be subject to (a) clauses (i), (ii), and (vii) of the first paragraph in this “Incremental Credit Facilities” section, (b) if the Incremental Equivalent Debt is a notes issuance, no mandatory prepayment or redemption provisions other than customary prepayments for notes offerings required as a result of a “change of control” or asset sales or other prepayment events consistent with market practice at the time of issuance and (c) if such Incremental Equivalent Debt consists of loans, the terms thereof, to the extent not substantially similar to the terms of the Term Loans, being, taken as a whole, not materially more restrictive than the terms of the Senior Credit Facilities as determined in good faith by the Borrower (but excluding any terms (x) that are added in the Senior Credit Facilities for the benefit of the Lenders pursuant to an amendment thereto (with no consent of the Lenders being required), (y) that are only applicable to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of the incurrence of such Incremental Equivalent Debt or (z) reflect market terms and conditions (as determined by the Borrower in good faith) at the time of incurrence or issuance).

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Limited Condition Transactions:	For purposes of (i) determining compliance with any provision of the Loan Documents which requires the calculation of any financial ratio (other than (x) determining actual (versus pro forma) compliance with the Financial Covenant tested at the end of each applicable quarter or (y) in connection with a borrowing under the Revolving Credit Facility), (ii) determining compliance with representations, warranties, or the occurrence and continuation of a default or event of default or (iii) testing availability under baskets set forth in the Loan Documents, in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction (such election to be set forth in a writing that is delivered to the First Lien Administrative Agent), an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date a letter of intent or the definitive agreement for such Limited Condition Transaction are entered into or the date on which the notice of redemption is delivered or the time of the declaration of such restricted payment or the time delivery of notice with respect to any debt repayment or redemption (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date for which financial statements have been delivered (or are required to be delivered) to the Administrative Agent, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

	For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations (but, for the avoidance of doubt, any subsequent improvement in the applicable ratio or test may be utilized).

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Refinancing Facilities

The Loan Documents will permit the Borrower to refinance loans under the Term Loan Facility (or any Incremental Term Loans) or commitments under the Revolving Credit Facility (or any Incremental Revolving Commitments) from time to time, in whole or part, with one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, incurred by the Borrower under the Loan Documents with the consent of the Borrower and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more series of senior unsecured notes or loans incurred by the Borrower or senior secured notes or loans incurred by the Borrower that will be secured by the Collateral on a pari passu basis or by senior secured notes or loans incurred by the Borrower that will be secured on a junior basis with the Senior Secured Facilities, senior subordinated notes or loans, or subordinated notes or loans (any such notes or loans, “Refinancing Notes”), subject solely to the following terms and conditions: (i) any Refinancing Facility or Refinancing Notes shall not be in a principal amount that exceeds the principal amount of loans and commitments so refinanced, plus fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith, (ii) to the extent such Refinancing Notes are secured by Collateral, customary and reasonably satisfactory intercreditor agreements are entered into, (iii) subject to clause (xi) below, any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the Term Loan Facility or the Incremental Term Facility, as applicable, being refinanced, (iv) any Refinancing Revolving Facility does not mature prior to the maturity date of the revolving commitments being refinanced, (v) none of the Borrower or its subsidiaries is a guarantor with respect to any Refinancing Facility or Refinancing Notes unless such subsidiary is a Guarantor which shall have previously or substantially concurrently guaranteed the Senior Credit Facilities that remain outstanding after such refinancing, (vi) any Refinancing Facilities or Refinancing Notes are not secured by any assets not previously securing the Senior Credit Facilities unless such assets substantially concurrently secure the Senior Credit Facilities that remain outstanding after such refinancing, (vii) the terms and conditions of such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the latest maturity date of the loans and commitments) reflect terms and conditions at the time of incurrence or issuance not materially more favorable to the lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as reasonably determined in good faith by the Borrower, than those applicable to the facility being so refinanced (except to the extent (x) such terms are reasonably acceptable to the Administrative Agent or added in the Senior Credit Facilities for the benefit of the Lenders pursuant to an amendment thereto (with no consent of the Lenders being required) or (y) for terms applicable only to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of the incurrence of such Refinancing Facility or Refinancing Notes or (z) for terms that reflect market terms and conditions (as determined by the Borrower in good faith) at the time of incurrence or issuance); (viii) in the case of any Refinancing Revolving Facility, the Loan Documents shall include certain provisions to govern the pro rata payment, borrowing, participation and commitment reduction of the Revolving Credit Facility and any such Refinancing Revolving Facility, (ix) any Refinancing Term Facility may provide for the ability to participate (i) on a pro rata basis or non-pro rata basis in any voluntary prepayments of the Term Loan Facility and (ii) on a pro rata basis or less than pro rata basis in any mandatory prepayments of the Term Loan Facility; (x) if the indebtedness being refinanced was (A) contractually subordinated to the Senior Credit Facilities in right of payment, such Refinancing Facility or Refinancing Notes shall be contractually subordinated to the Senior Credit Facilities on the same basis, (B) contractually subordinated to the Senior Credit Facilities in right of security, such Refinancing Facility or Refinancing Notes shall be contractually subordinated in right of security to the Senior Credit Facilities on the same basis or be unsecured or (C) unsecured, such Refinancing Facility or Refinancing Notes shall be unsecured and (xi) if any such Refinancing Facility or Refinancing Notes is not pari passu in right of payment to and security with the Senior Credit Facilities, it does not (1) mature prior to the date that is 91 days after the maturity date of the Senior Credit Facilities (or, if later, any later maturity date for any Senior Credit Facility then in effect) or have a weighted average life less than the weighted average life of the Senior Credit Facilities (or any later maturing Senior Credit Facility then in effect) plus 91 days and (2) have mandatory prepayment, redemption or offer to purchase events more onerous to the Borrower (as reasonably determined in good faith by the Borrower) than those set forth in the Senior Credit Facilities (and shall otherwise be subject to the terms of the Senior Credit Facilities).

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Letters of Credit	A portion of the Revolving Credit Facility not in excess of $25 million shall be available for the issuance of letters of credit (the “Letters of Credit”) by each of the Arrangers (or an affiliate thereof) and other Lenders designated from time to time by the Borrower (with such Lender’s consent), with such sublimit to be divided among the Arrangers (and their affiliates) based on the amount of their respective commitments under the Revolving Credit Facility on the Closing Date (in such capacity, each, an “Issuing Lender”), which Letters of Credit shall be risk participated to all Lenders with commitments under the Revolving Credit Facility on a pro rata basis, to support obligations of the Borrower and its Restricted Subsidiaries. The amount available to be drawn under any outstanding Letters of Credit will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. No Letter of Credit shall have an expiration date after the earlier of (i) one year after the date of issuance, unless otherwise agreed by the Issuing Lender and (ii) five business days prior to the Revolving Credit Termination Date; provided that any Letter of Credit may provide for the automatic extension or renewal thereof for additional periods (which shall in no event extend beyond the date referred to in clause (ii) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). In no event shall GS Bank be required to issue any letters of credit other than standby letters of credit. The issuance of all letters of credit shall be subject to the customary policies and procedures of the relevant Issuing Lender.

	Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with the Borrower’s own funds or with the proceeds of Revolving Credit Loans) on the immediately succeeding business day after the Borrower receives notice thereof. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis based on their respective Revolving Credit Facility commitments.

Swing Line Loans	A portion of the Revolving Credit Facility not in excess of $50 million shall be available on same-day notice for swing line loans (the “Swing Line Loans”) from the Administrative Agent (in such capacity, the “Swing Line Lender”). Except as otherwise provided herein, any such Swing Line Loans will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire an irrevocable and unconditional pro rata participation in each Swing Line Loan.

Use of Proceeds	The proceeds of the Term Loans will be used directly or indirectly to finance, in part, the Transactions, and to pay fees and expenses in connection with the foregoing.

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	The proceeds of the Revolving Credit Loans will be used (i) on the Closing Date, to finance a portion of the Transactions, subject to cap of $25 million, plus any amounts required to fund original issue discount/or upfront fees in connection with the exercise of the “Flex Provisions” under the Fee Letter plus additional amounts for ordinary course working capital needs and (ii) after the Closing Date for the working capital and general corporate purposes of the Borrower and its subsidiaries (including permitted acquisitions, capital expenditures and permitted distributions). It is understood and agreed that Letters of Credit may be issued on the Closing to replace or provide credit support for any existing letters of credit of the Borrower and its subsidiaries and the Acquired Business (including by “grandfathering” such existing letters of credit into the Revolving Credit Facility).

	The proceeds of any Incremental Facility will be used by the Borrower for general corporate purposes of Borrower and its subsidiaries (including, without limitation, permitted acquisitions, capital expenditures and permitted distributions) or otherwise as set forth in the definitive documents with respect thereto.

III.	Certain Payment Provisions

Fees and Interest Rates	As set forth on Annex A-I hereto.

Optional Prepayments and Commitment Reductions	Optional prepayments of borrowings under the Senior Credit Facilities and optional reductions of the unutilized portion of the commitments under the Senior Credit Facilities will be permitted at any time, in minimum principal amounts of $1 million, without premium or penalty (subject to (i) reimbursement of the Lenders’ redeployment costs in the case of a prepayment of LIBO Rate Loans other than on the last day of the relevant interest period and (ii) in the case of the Term Loans, payments of an amount provided below under the caption “Call Protection on Term Loans”). Voluntary prepayments of the Term Loan Facility shall be applied to remaining scheduled amortization payments as directed by the Borrower.

Mandatory Prepayments and Commitment Reductions	The following amounts will be applied to prepay the Term Loans (subject to basket amounts, thresholds, carveouts and exceptions, in each case, to be mutually agreed and consistent with the Documentation Principles):

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	1) 100% of the net cash proceeds of any incurrence of indebtedness after the Closing Date (other than indebtedness permitted under the Loan Documents (other than indebtedness incurred to refinance all or part of the Term Loan Facility)) by the Borrower or any of its Restricted Subsidiaries;

	2) 100% (with step-downs to 50% and 0% based upon the achievement of a First Lien Net Leverage Ratio (calculated at the time of the receipt of the net cash proceeds from an asset sale or disposition or at any time during the applicable reinvestment period, on a pro forma basis after giving effect to such asset sale or disposition and the use of proceeds therefrom) equal to or less than 0.50x and 1.00x below the Closing Date First Lien Net Leverage Ratio (any such net cash proceeds pursuant to in this clause (2) not so applied as a mandatory prepayment, the “Retained Asset Sale Proceeds”) respectively) of the net cash proceeds in excess of $25 million for each such individual asset sale or disposition (with only the amount in excess of such limit required to be used to prepay the Term Loans) of any non-ordinary course sale or other disposition of assets by the Borrower or any of its Restricted Subsidiaries (excluding sales of inventory in the ordinary course and including as a result of casualty or condemnation) (subject to customary exceptions to be agreed, including the right to apply such proceeds to repay any debt secured thereby or, in the case of a sale by a non-Guarantor Restricted Subsidiary, any other indebtedness of the subsidiary selling or disposing of such assets, and subject to customary limitations if transferring such proceeds would be prohibited by law or debt agreements of a non-Guarantor Restricted Subsidiary or would cause materially adverse consequences in connection with repatriation) and subject to the right to reinvest such proceeds within 12 months of receipt (or, if the Borrower or the applicable Restricted Subsidiary has entered into a binding commitment with respect to such reinvestment within such 12 month period, within 18 months of receipt) in assets used or useful in a permitted business (including pursuant to any permitted acquisition) with an ability to apply a pro rata portion of such proceeds to prepay pari passu secured indebtedness (and, in the case of a prepayment of revolving indebtedness, to permanently reduce commitments in respect thereof); and

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	3) 50% of “excess cash flow” of the Borrower and its Restricted Subsidiaries (to be defined in a manner consistent with the Documentation Principles and to be net the amount of internally generated funds expended during the applicable year and, at the option of the Borrower, made after the year-end and prior to the payment date in respect of permitted restricted payments, capital expenditures, acquisitions and certain other investments (or committed during such period to be used for such purposes within the succeeding twelve month period, in each case subject to reversal of such deduction if any such committed amount is not actually expended within such twelve-month period) and, in any event, giving credit for voluntary prepayments to the Term Loan Facility and the Revolving Credit Facility (other than any such voluntary prepayments funded with the proceeds of long-term debt (other than revolving debt)), to the extent such prepayments of the Revolving Credit Facility are accompanied by a permanent and concurrent commitment reduction thereunder, and amounts used to repay borrowings of Revolving Loans made to account for any additional original issue discount or upfront facility fees that are implemented pursuant to the flex provisions of the Fee Letter and to any other pari passu secured debt (and, at the option of the Borrower, to the extent the amount of such prepayments exceeds the amount of prepayments required to be made from excess cash flow for such year, when taken together with other payments required for such year, then such excess amounts may applied to any subsequent fiscal year) for each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2020), with step-downs to 25% and 0% of “excess cash flow” based on achieving First Lien Leverage Ratio (as calculated at the time of the respective payment and recalculated to give pro forma effect to any such prepayment) as of the last day of the applicable year that are 0.50x and 1.00x, respectively, less than the Closing Date First Lien Leverage Ratio; provided that prepayments shall only be required under this clause if the applicable percentage of excess cash flow is greater than $15 million (in which case only the excess portion thereof, shall be so applied).

	Mandatory prepayments of Term Loans shall be applied to each class of Term Loans then outstanding on a pro rata basis and to scheduled amortization thereunder as directed by the Borrower.

	Any Lender under the Term Loan Facility may elect not to accept any mandatory prepayment made pursuant to paragraph (1) (except in the case of any refinancing facilities or notes), (2) or (3) above (such declined payment, the “Declined Proceeds”). Any such Declined Proceeds may be retained by the Borrower and will increase the Builder Basket (as defined below).

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	The Revolving Credit Loans will be prepaid and the Letters of Credit will be cash collateralized to the extent such extensions of credit at any time exceed the aggregate commitments in respect of the Revolving Credit Facility.

	Notwithstanding the foregoing, the Loan Documents will provide that, in the event that any permitted term indebtedness or notes that (in each case) is permitted to be (and is) secured by liens on the Collateral ranking on an equal priority basis (but without regard to the control of remedies) with the Lenders’ liens on the Collateral (as defined below) may share no more than ratably in any prepayments required by the foregoing provisions of clauses 1 through 3 (but only to the extent required by the terms of such other permitted term indebtedness or notes).

	Prepayments in respect of clauses 1 through 3 above to the extent attributable to any foreign Restricted Subsidiaries will be limited under the Loan Documents in a manner consistent with the Documentation Principles to the extent such prepayments (including the repatriation of cash in connection therewith) would (a) be prohibited, delayed or restricted by applicable law, rule or regulation; provided that the Borrower and its Restricted Subsidiaries shall take all commercially reasonable actions available under local law to permit such repatriation or to remove such prohibitions, as applicable, (b) result in material adverse tax consequences (as reasonably determined by the Borrower in consultation with the Administrative Agent); provided that the Borrower and its Restricted Subsidiaries shall take all commercially reasonable efforts to eliminate or reduce such material adverse tax consequences to enable such repatriation to be made or (c) be prohibited under material organizational document restrictions (including as a result of minority ownership) and restrictions in other material agreements. Notwithstanding the foregoing, any prepayments actually made shall be net of any costs, expenses or taxes incurred or payable by the Loan Parties or any of their subsidiaries, affiliates or direct or indirect equity owners, and the Loan Parties and their Restricted Subsidiaries shall be permitted to make, directly or indirectly, a dividend or distribution to its affiliates or a direct payment in an amount sufficient to cover such tax liability, costs or expenses.

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Call Protection on Term Loans	The Borrower shall pay a “prepayment premium” in connection with any Repricing Event (as defined below) with respect to all or any portion of the Term Loans that occurs on or before the date occurring six months after the Closing Date (the “Soft Call Date”), in an amount equal to 1.0% of the principal amount of the Term Loans subject to such Repricing Event. The term “Repricing Event” shall mean (i) any prepayment or repayment of Term Loans with the proceeds of, or any conversion of such Term Loans into, any new or replacement tranche of broadly syndicated pari passu secured term loans bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to such Term Loans (as such comparative rates are determined by the Administrative Agent in consultation with the Borrower), and (ii) any amendment to the Term Loan Facility whose primary purpose is to directly or indirectly reduce the “effective” interest rate applicable to the Term Loans under the Term Loan Facility (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity), including any mandatory assignment in connection therewith with respect to each Lender that refuses to consent to such amendment. Notwithstanding anything in this paragraph to the contrary, in no event will any prepayment premium be payable pursuant to this paragraph in connection with the occurrence of a “change of control”, a Transformative Acquisition (as defined below) or an initial public offering.

	The term “Transformative Acquisition” shall mean any acquisition by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

	After the Soft Call Date, the Term Loan Facility may be prepaid in whole or in part at any time without premium or penalty (other than customary breakage costs).

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IV.	Collateral and Guarantees

Collateral

Subject to the limitations set forth below in this section and the Certain Funds Provision, and subject to the Documentation Principles, the obligations of the Borrower and each Guarantor in respect of the Credit Facilities, any hedging obligations of the Borrower or any Restricted Subsidiary of the Borrower owed to a Lender, the Administrative Agent, the Arrangers or their respective affiliates or to an entity that was a Lender, the Administrative Agent, the Arrangers or their respective affiliates at the time of such transaction, in each case, designated by the Borrower (“Permitted Secured Hedging Obligations”), and any treasury management obligations of the Borrower or a Restricted Subsidiary of the Borrower owed to a Lender, the Administrative Agent, the Arrangers or their respective affiliates or to an entity that was a Lender, the Administrative Agent, the Arrangers or their respective affiliates at the time of such transaction, in each case, designated by the Borrower (“Permitted Cash Management Obligations”) will be secured by the following: (a) a perfected first-priority pledge of the capital stock of the Borrower and (b) a perfected first-priority (subject to liens permitted under the Senior Credit Facilities) security interest in substantially all of its tangible and intangible personal property assets, including intellectual property, real property, licenses, permits, intercompany indebtedness, and all of the capital stock directly owned by the Borrower and each Guarantor (but limited to 65% of the voting stock and 100% of the non-voting stock of each CFC and CFC Holdco directly owned by such Guarantor, but excluding the Excluded Assets (as defined below) (the items described above, collectively, the “Collateral”), except that the Borrower and the Guarantors shall not be obligated to provide a security interest or perfect the Collateral Agent’s security interests in those assets as to which the Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining a security interest are excessive in relation to the value of the security afforded thereby.

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Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) (a) any interest in real property (x) that is not in excess of $10 million or (y) that consists of (1) any race track facilities (provided that such facilities shall not be mortgaged in favor of any other party (other than with respect to the existing mortgage securing obligations related to the Kansas TIF bonds)), (2) real property in Daytona Beach, Florida, including the headquarters of the Borrower but excluding any race track facilities (including, without limitation, the Daytona International Speedway), which it is agreed would be covered by subclause (1) immediately above, and (3) any other real property that is separately agreed to by the Administrative Agent prior to the Closing Date and (b) all leasehold interests in real property (including requirements to deliver landlord lien waivers, estoppels and collateral access letters); (ii) motor vehicles, airplanes and other assets subject to certificates of title (except to the extent perfection can be obtained by filing of financing statements), letter of credit rights (except to the extent perfection can be obtained by filing of financing statements) and commercial tort claims with a value of less than an amount to be agreed; (iii) any lease, license or other similar agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or other agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition; (iv) any intent to use trademark applications, to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable grantor’s right, title or interest therein or in any trademark issued as a result of such application under applicable federal law; (v) any governmental licenses or state or local franchises, licenses, permits, charters and authorizations, to the extent security interests therein are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law; (vi) any equity interests of Unrestricted Subsidiaries, immaterial subsidiaries (except to the extent perfected by the filing of a UCC financing statement), captive insurance companies, and equity interests of any joint venture or any person that is not a material wholly-owned Restricted Subsidiary to the extent the granting of a security interest therein would violate the terms of such person’s organizational documents or any shareholders’ agreement or joint venture agreement relating to such person after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law; (vii) any assets of any CFC or CFC Holdco; (viii) property and assets to the extent that a pledge thereof or creation of security interest therein is restricted by applicable law, rule or regulation or which would require governmental consent, approval, license or authorization (in each case, only for so long as such restriction remains in effect or until such consent, approval or license is obtained, as applicable), other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition, (ix) margin stock and (x) other exceptions to be mutually agreed upon (the foregoing described in clauses (i) through (xii) are collectively, the “Excluded Assets”). In addition, in no event shall (1) deposit or security account control agreements or control, lockbox or similar arrangements be required (other than, for the avoidance of doubt, in the case of stock), (2) notices be required to be sent to account debtors or other contractual third parties unless an event of default has occurred and is continuing or (3) foreign-law governed security documents or perfection under foreign law be required.

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Guarantees

V.	Other Provisions

Documentation Principles

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	If additional debt is incurred to fund upfront fees or original issue discount with respect to the Senior Credit Facilities in connection with the exercise of the flex provisions of the Fee Letter, whether before or after the Closing Date, the level for the Financial Covenant and all incurrence based tests and other financial ratios in the Loan Documents shall be adjusted in the Loan Documents (or pursuant to an amendment thereto) in order to maintain the cushion from the Model provided by the covenant level or other such test or ratio as set forth herein.

	All ratios and calculations shall be measured on a pro forma basis (to be defined and including the annualized effect of addbacks in the definition of Consolidated EBITDA).

	If the Borrower shall so elect, any obligation of a person under a lease that is not (or would not be) required to be classified and accounted for as a capitalized lease on a balance sheet of such person under GAAP as in effect on December 31, 2018, shall not be treated as a capitalized lease as a result of the adoption of changes in, or in the application of, GAAP and shall continue to be treated as an operating lease.

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Representations and Warranties	Limited to the following (to be applicable to the Borrower, its Restricted Subsidiaries and, in certain cases, Holdings) and subject to the Certain Funds Provision: existence, good standing, power and authority; due authorization, execution, delivery and enforceability of the Loan Documents; no contravention of organizational documents; material governmental authorization with respect to the execution, delivery and performance of the Loan Documents; financial statements; no material adverse effect since the date of the most recently delivered audited balance sheet of the Borrower delivered to the Lenders prior to the Closing Date; material litigation; taxes; environmental matters; properties; Investment Company status; labor matters; insurance; ERISA; margin regulations; Investment Company Act; disclosure; compliance with material laws; intellectual property; solvency; PATRIOT Act, FCPA and OFAC; accuracy of the Beneficial Ownership Certification as of the Closing Date; and creation, validity and perfection of security interests in the Collateral; subject in the case of each of the foregoing representations and warranties, to customary exceptions, qualifications and baskets, including for materiality to be agreed consistent with the Documentation Principles. For the avoidance of doubt, the failure of any representation or warranty (other than the Specified Representations) to be true and correct on the Closing Date will not constitute the failure of a condition precedent to funding or a default under the Senior Credit Facilities.

	“material adverse effect” means (i) on the Closing Date, a “Material Adverse Effect” (as defined in the Acquisition Agreement) and (ii) at any time thereafter, a material adverse effect on (a) the business, financial condition or results of operations of the Borrower and its subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment obligations under the Senior Credit Facilities or (c) the material rights and material remedies of the Administrative Agent and the Lenders (taken as a whole) under the applicable Loan Documents.

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Conditions Precedent to all Borrowings (except on the Closing Date)	Except with respect to borrowings and other credit extensions on the Closing Date, the making of any Revolving Loan and the issuance of any Letter of Credit shall be subject only to the following conditions precedent: (i) delivery of notice of borrowing or request for issuance of letter of credit; (ii) accuracy of all representations and warranties in all material respects (provided, that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)); and (iii) the absence of defaults or events of default at the time of, or immediately after giving effect to the making of, such extension of credit subject, in the case of clauses (ii) and (iii), to the limitations set forth in the section entitled “Incremental Credit Facilities” hereof.

Affirmative Covenants	Limited to the following (to be applicable to the Borrower and its Restricted Subsidiaries): delivery of quarterly financial statements within 60 days of quarter end of the first three fiscal quarters of each fiscal year (90 days of the end of the first two such fiscal quarters ended after the Closing Date) and annual financial statements (and in connection with the annual financial statements, an annual audit opinion from a nationally recognized auditor that is not subject to any qualification as to “going concern” (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from (A) an upcoming maturity date occurring within one year from the time such opinion is delivered, (B) anticipated or actual financial covenant default or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) within 120 days of year end (150 days of the end of the year for the first annual financial statements delivered after the Closing Date), “know-your-customer” and beneficial ownership information and other reasonable information (other than information subject to attorney/client privilege, confidentiality obligations or other customary limitations (in each case to the extent not entered into primarily for the purpose of avoiding disclosure hereunder)) requested by the Administrative Agent; notices of default under the Senior Credit Facilities, litigation, other material events; payment of material taxes; preservation of existence; maintenance of properties (subject to casualty, condemnation and normal wear and tear); maintenance of customary insurance as determined by the Borrower in good faith (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law or regulation); compliance with material laws; books and records; inspection rights (limited to one inspection per calendar year (so long as no event of default has occurred and is continuing) and subject to cost reimbursement limitations), with exceptions for information subject to attorney-client privilege, confidentiality obligations or other customary limitations; further assurances, information regarding Collateral; material compliance with Environmental laws; use of proceeds; a compliance certificate; ERISA and pensions; limitation on business activities (other than reasonably related, corollary, complementary, ancillary, synergistic or incidental businesses); use of proceeds; negative pledge over race track facilities (other than any race track facilities subject to a mortgage related to obligations under the Target’s Kansas TIF bonds) that in each case are not otherwise subject to a mortgage for the benefit of the collateral agent and the other secured parties; additional collateral and guarantees; and using commercially reasonable efforts to maintain ratings for the Borrower and the Senior Credit Facilities, in each case, without regard to the level of such ratings; subject, in the case of each of the foregoing covenants, to customary exceptions, qualifications and baskets to be agreed consistent with the Documentation Principles.

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Negative Covenants	Limited to the following (to be applicable to the Borrower and its Restricted Subsidiaries and, solely in the case of the passive holdings covenant, Holdings) (with exceptions, thresholds, baskets (including, in each case, “grower” baskets based off of a corresponding percentage of Adjusted EBITDA), materiality and other qualifications to be mutually agreed and based upon the Documentation Principles):

	(a) debt (with exceptions for, among other things (i) Incremental Facilities and Incremental Equivalent Debt, (ii) debt in an amount not to exceed the greater of $120 million and an equivalent percentage of Adjusted EBITDA, (iii) purchase money debt and capital leases of up to the greater of $90 million and an equivalent percentage of Adjusted EBITDA (with any capitalized leases existing on the Closing Date to be separately permitted), (iv) additional debt of the Borrower and its Restricted Subsidiaries that are incurred or assumed; provided upon giving effect thereto, (1) if such debt is secured by a lien that is pari passu with the lien securing the Senior Credit Facilities or is otherwise secured by an asset of a non-Credit Party, the Consolidated First Lien Net Leverage Ratio does not exceed (x) the Closing Date First Lien Net Leverage Ratio or (y) if in connection with a permitted acquisition or permitted investment, the Consolidated First Lien Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith, (2) if such debt is secured by a lien that is junior to the lien securing the Senior Credit Facilities, the Consolidated Secured Net Leverage Ratio does not exceed (x) a Consolidated Secured Net Leverage Ratio of 5.95:1.0 or (y) if in connection with a permitted acquisition or permitted investment, the Consolidated Secured Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith and (3) if such debt is unsecured, (I) the Consolidated Total Net Leverage Ratio does not exceed (x) a Consolidated Total Net Leverage Ratio of 5.95:1.0 or (y) if in connection with a permitted acquisition or permitted investment, the Consolidated Total Net Leverage Ratio prior to giving effect to such incurrence of indebtedness and any transactions occurring in connection therewith or (II) the Cash Interest Coverage Ratio (to be defined in a manner to be mutually agreed) exceeds 2.00 to 1.00, in each case described in preceding clauses (1), (2) and (3) calculated on a pro forma basis, including the application of the proceeds thereof ((x) assuming all commitments under any such debt were fully drawn and (y) without “netting” the cash proceeds of such debt) (this clause (i), the “Ratio Debt Basket”);provided that the amount of the Ratio Debt Basket utilized by subsidiaries that are not Credit Parties shall not exceed $100 million, (v) so long as no event of default then exists or would result therefrom, indebtedness of subsidiaries that are not Credit Parties in an aggregate principal amount not to exceed the greater of $50 million and an equivalent percentage of Adjusted EBITDA (this clause (v), the “Non-Credit Party Subsidiaries Debt Basket”), (vi) non-speculative hedging obligations, (vii) debt in an aggregate amount up to 200% (the “Contribution Debt Percentage”) of the aggregate cash made after the Closing Date to the Borrower that do not increase the Builder Basket, without any time limitation for use of proceeds thereof, (viii) receivables and securitization facilities, subject to customary limitations on recourse to the Loan Parties and up to an amount not to exceed the greater of an amount to be mutually agreed and an equivalent percentage of Adjusted EBITDA, (ix) insurance premium financings, (x) disqualified equity issued to and held by the Borrower, or any Restricted Subsidiary, (xi) indebtedness in an amount not to exceed the amount (the “Available RP Capacity Basket”) of restricted payments that may be made at the time such indebtedness is incurred, (xii) indebtedness existing on the Closing Date, including, but not limited to, indebtedness under the Target’s headquarters term loan and Kansas TIF bonds and (xiii) permitted refinancings of debt of the Borrower and its subsidiaries subject to customary limitations;

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(b) liens (with exceptions for, among other things, (i) liens securing Incremental Facilities and Incremental Equivalent Debt, (ii) liens on assets of non-guarantor Restricted Subsidiaries securing permitted indebtedness of non-guarantor Restricted Subsidiaries, (iii) liens on assets acquired after the Closing Date securing assumed debt in connection with such acquisition that was not created in contemplation thereof, (iv) liens on assets acquired with permitted purchase money debt or capitalized leases and relating only to the assets acquired, (v) liens securing indebtedness incurred in reliance on the applicable provisions of (and subject to the limitations set forth in) the Ratio Debt Basket, (vi) liens securing permitted “refinancing facilities”, (vii) other liens securing obligations in an amount not to exceed the greater of $120 million and an equivalent percentage of Adjusted EBITDA, (vii) liens permitted under the Acquisition Agreement to remain outstanding after the Closing Date and any permitted refinancings thereof (including any cash collateral backstopping existing letters of credit), (ix) customary permitted encumbrances, including, without limitation, liens for taxes, real estate encumbrances, judgment liens, landlord/warehousemen liens, liens encumbering deposits, and liens in the nature of the right of set-off in favor of counterparties to contractual agreements, (x) liens supporting permitted letters of credit, (xi) liens securing permitted receivables and securitization facilities, (xii) liens on assets that are not Collateral (x) in an amount not to exceed the greater of an amount to be mutually agreed and an equivalent percentage of Adjusted EBITDA or (y) so long as the Senior Secured Facilities are equally and ratably secured, (xiii) liens securing non-speculative hedging arrangements, (xiv) liens not securing debt for borrowed money that are customary in the operation of the business of the Borrower or its Restricted Subsidiaries, (xv) liens securing insurance premium financings, (xvi) (A) liens on capital stock of joint ventures securing capital contributions to, or obligations of, such persons and (B) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, (xvii) liens securing obligations in an amount not to exceed the Available RP Capacity Basket (as defined below) and (xviii) liens securing indebtedness existing on the Closing Date, including, but not limited to, indebtedness under the Target’s headquarters term loan and Kansas TIF bonds;

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(c) investments (with exceptions for, among other things (i) subject to customary exceptions for Limited Condition Acquisitions, unlimited acquisitions of persons that become Restricted Subsidiaries so long as no event of default has occurred and is continuing or would result therefrom and, unless such persons become Guarantors as a result of such acquisition, after giving effect to such acquisition on a pro forma basis, subject to an aggregate cap ofthe greater of $175 million and an equivalent percentage of Adjusted EBITDA; (ii) unlimited investments between the Borrower and its Restricted Subsidiaries (for the avoidance of doubt, whether or not such Restricted Subsidiaries are Guarantors), (iii) unlimited investments so long as no event of default has occurred and is continuing or would result therefrom and, after giving effect to such prepayment on a pro forma basis, the Total Net Leverage Ratio would be less than or equal to 0.75x inside the Total Net Leverage Ratio on the Closing Date or such pro forma ratio is no worse than such ratio immediately prior to the making of such investment; (v) a general basket not to exceed the greater of $135 million and an equivalent percentage of Adjusted EBITDA in the aggregate; (vi) so long as no event of default then exists or would result therefrom, an investment basket for investments in joint ventures in an amount not to exceed the greater of $100 million and an equivalent percentage of Adjusted EBITDA, (vii) so long as no event of default then exists or would result therefrom, an investment basket for investments in Unrestricted Subsidiaries in an amount not to exceed the greater of $100 million and an equivalent percentage of Adjusted EBITDA, (viii) investments in connection with internal re-organizations and or restructurings (including in connection with tax planning and corporate re-organizations), so long as, after giving effect thereto, (x) the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired, (y) any pledges of Equity Interests that are part of the Collateral are maintained or replaced with equivalent pledges and (z) such transaction is not otherwise materially adverse to Lenders (each, a “Permitted Reorganization”) and transactions taken in connection with and reasonably related to consummating an initial public offering (an “IPO Reorganization Transaction”), (ix) investments funded with equity that does not increase the Builder Basket or consideration paid in equity of the Borrower(or equity of a direct or indirect parent company thereof), (x) investments held by the Target and its subsidiaries on the Closing Date and permitted under the Acquisition Agreement and (ix) investments related to the Transactions;

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	(d) non-ordinary course asset sales with exceptions for, among other things, (i) sale and leaseback transactions up to the greater of an amount to be agreed and a corresponding percentage of consolidated total assets on the Closing Date; (ii) unlimited asset sales subject to the absence of any continuing event of default and the receipt of fair market value and at least 75% (for any individual disposition involving assets with fair market value exceeding an amount not to exceed the greater of $25 million and an equivalent percentage of Adjusted EBITDA or for dispositions in the aggregate of assets with fair market value exceeding an amount not to exceed the greater of $100 million and an equivalent percentage of Adjusted EBITDA) cash and cash equivalents (with a customary designated non-cash consideration basket of an amount not to exceed the greater of an amount to be mutually agreed and an equivalent percentage of Adjusted EBITDA)); provided that the requirement to receive 75% cash and cash equivalents pursuant to this clause (ii) shall not apply to the sale of any assets that do not generate Adjusted EBITDA, subject to a cap to be agreed, (iii) swaps of assets in exchange for other assets (including any combination of assets along with cash and cash equivalents so long as the Borrower complies with the asset sale prepayment covenants with respect to such cash and cash equivalents) of comparable or greater value or usefulness to the business of the Borrower and its subsidiaries as a whole, determined in good faith by the management of the Borrower; (iv) unlimited asset sales between the Borrower and its Restricted Subsidiaries (for the avoidance of doubt, whether or not such Restricted Subsidiaries are Guarantors); (v) asset sales below a de minimis threshold of an amount not to exceed the greater of $5 million and an equivalent percentage of Adjusted EBITDA; (vi) sales of inventory in the ordinary course of business; (vii) sales of obsolete, worn-out or surplus property in the ordinary course of business; (viii) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted investment or made to obtain the approval of an anti-trust authority and any dispositions made to comply with an order of any agency or state authority or other regulatory body or any applicable law or regulation, in each case so long as the proceeds thereof are applied in accordance with the mandatory prepayment provisions of the Term Loan Facility; (ix) intercompany transfers; (x) dispositions made in connection with receivables and securitization facilities; and (xi) licensing arrangements;

	(e) mergers, consolidations, amalgamations, liquidations and dissolutions (which shall permit, among other things, (i) intercompany mergers, consolidations, liquidations, shut-downs and dissolutions, (ii) permitted acquisitions and other permitted investments and (iii) permitted dispositions (other than dispositions of all or substantially all assets);

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(f) dividends and other payments in respect of equity interests (“restricted payments”) (with exceptions for, among other things, (i) restricted payments so long as no event of default has occurred and is continuing or would result therefrom and, after giving effect to such prepayment on a pro forma basis, the Total Net Leverage Ratio would be less than or equal to 3.50x, (ii) so long as no event of default has occurred and is continuing, restricted payments in an aggregate amount not to exceed the greater of $75 million and an equivalent percentage of Adjusted EBITDA, (iii) restricted payments to dissenting shareholders in connection with the Acquisition in connection with the exercise of appraisal rights, (iv) so long as no event of default then exists or would result therefrom, restricted payments from a substantially concurrent receipt of proceeds of any qualified equity offerings and other qualified equity contributions received by the Borrower after the Closing Date that are not used as part of a Cure Amount and do not increase the Builder Basket (“Excluded Contributions”), (v) restricted payments to the Borrower or any other parent company to repurchase, redeem, retire or otherwise acquire capital stock of the Borrower or any of its parent companies, in each case, held by future, present or former employees, officers, directors, shareholders, owners, members of management, managers or consultants (or any immediate family member of the foregoing) of the Borrower (or any of its parent companies) or any of its subsidiaries in an aggregate annual amount not to exceed the greater of $10 million and an equivalent percentage of Adjusted EBITDA, with unused amounts permitted to be carried forward to the next succeeding fiscal years, subject to a maximum in any fiscal year not to exceed $25 million, (vi) following an initial public offering of the Borrower (or any parent entity thereof) and so long as no event of default has occurred and is continuing or would result therefrom, dividends or distributions in an aggregate amount per annum not to exceed an amount equal to the greater of (a) 6.0% of the net cash proceeds received by (or contributed to) the Borrower from such initial public offering and (b) an amount equal to 6.00% of the market capitalization of the Borrower or its direct or indirect parent, (vii) (a) with respect to any taxable period ending after the Closing Date for which the Borrower or any of its subsidiaries is, or is disregarded for the applicable tax purposes as separate from, a member of a consolidated, combined or similar income or franchise tax group of which a direct or indirect parent of the Borrower is the common parent, restricted payments to pay for tax liabilities of such consolidated, combined or similar income or franchise tax group attributable to the income of the Borrower and such subsidiaries; provided that (1) such payments shall not exceed the amount of taxes that the Borrower and its subsidiaries would have been required to pay as a stand-alone tax group or stand-alone taxpayer; and (2) payments attributable to any Unrestricted Subsidiary shall be limited to the amount actually paid by that Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for the purpose of paying such consolidated, combined or similar income or franchise taxes, and (b) with respect to any taxable period ending after the Closing Date for which the Borrower is classified as a partnership, S-corporation or other pass-through entity for the applicable tax purposes or is disregarded as separate (or as a qualified subchapter S subsidiary, is treated as disregarded as separate) from a pass-through entity for the applicable tax purposes, restricted payments to pay for tax liabilities of any direct or indirect parent or equity owners of the Borrower attributable to the taxable income of the Borrower and its subsidiaries, in an aggregate amount not to exceed the product of (x) the taxable income of the Borrower and its subsidiaries that are treated as pass-through entities, or disregarded as separate (or as a qualified subchapter S subsidiary, is treated as disregarded as separate) from a pass-through entity, for U.S. federal income tax purposes for such taxable period and (y) the sum of (1) the highest marginal U.S. federal income tax rate for individuals on ordinary income (without regard to any exemptions, deductions (including any deduction pursuant to Section 199A of the Code), or similar items) as in effect for the relevant taxable period and (2) 6%, (viii) subject to no payment or bankruptcy event of default, restricted payments in an aggregate amount in any fiscal year not to exceed the greater of $50 million and an equivalent percentage of Adjusted EBITDA, with unused amounts permitted to be carried forward to the next succeeding fiscal years (the “Shareholder Dividend Basket”), (ix) restricted payments to pay legal, accounting and other ordinary course corporate overhead or other operational expenses of any direct or indirect parent of the Borrower (including, if applicable, any public company costs) and franchise or similar taxes of any direct or indirect parent of the Borrower, (x) customary distributions necessary to pay advisory, refinancing, subsequent transaction and exit fees of direct and indirect parents of the Borrower attributable to the ownership of the Borrower and its subsidiaries and joint ventures, (xi) dividends, distributions or redemptions in connection with the Transactions (including payment of working capital, indemnities and/or purchase price adjustments and other transaction costs) and (xii) without duplication of any such amounts utilized pursuant to the Builder Basket, the distribution of shares or the equity of, or debt owed to the Borrower or a restricted subsidiary by, an unrestricted subsidiary (or a restricted subsidiary that owns an unrestricted subsidiary so long as such restricted subsidiary owns no assets other than equity interests of an unrestricted subsidiary) (in each case other than with respect to unrestricted subsidiaries whose assets primarily consist of cash and cash equivalents); provided, that the distribution of any race track facilities or of the equity interests of any entity that owns a race track facility shall not be eligible to be a restricted payment to any entity that is not the Borrower or a Restricted Subsidiary under any of the clauses specified above;

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	(g) transactions with affiliates above $2.5 million (with exceptions for, among other things, (i) transactions between or among the Borrower and its Restricted Subsidiaries (for the avoidance of doubt, whether or not such Restricted Subsidiaries are Guarantors)), (ii) the payment of the Shareholder Dividend Basket, (iii) transactions among the Loan Parties and their subsidiaries and joint ventures that are not otherwise prohibited by the Loan Documents, (iv) fees payable in connection with the Transactions, (v) affiliate transactions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction, (vi) transactions related to the use of any aircraft owned by the Borrower and its Subsidiaries for which such affiliate is charged at rates set forth by the IRS for personal travel pursuant to FAA Part 91 (or any successor provision) and (vii) other exceptions to be agreed;

	(h) prepayments, redemptions and repurchases of material third-party debt of the Borrower that by its terms is subordinated in right of payment to the Senior Credit Facilities (but, for the avoidance of doubt, excluding unsubordinated debt of the Borrower with subordinated guarantees and excluding, for the avoidance of doubt, regularly scheduled interest payments and payment of fees, expenses and indemnification obligations) and matures more than one year prior to the stated maturity thereof (with exceptions for, among other things, (i) prepayments that would have been permitted as restricted payments as set forth above and which shall constitute usage of the applicable exception set forth above, (ii) prepayments from the proceeds of or in exchange for permitted refinancing indebtedness, (iii) prepayments in exchange for, or out of the proceeds of a substantially concurrent offering or issuance of, qualified equity interests of the Borrower (other than proceeds received from a subsidiary of the Borrower)), (iv) unlimited prepayments so long as no event of default has occurred and is continuing or would result therefrom and, after giving effect to such prepayment on a pro forma basis, the Total Net Leverage Ratio would be less than or equal to 3.50x, (v) so long as no event of default has occurred and is continuing, prepayments in an aggregate amount not to exceed the greater of $75 million and an equivalent percentage of Adjusted EBITDA and (vi) prepayments and redemptions with respect to AHYDO “catchup” payments;

A-29

	(i) limitations on entering into agreements restricting the granting of liens, with exceptions for, among other things, (i) any such restrictions existing on the Closing Date, (ii) restrictions with respect a Restricted Subsidiary that are not materially more restrictive (as determined by the Borrower in good faith) than the most restrictive restrictions applicable to such Restricted Subsidiary existing on the Closing Date, (iii) restrictions with respect to an entity when it is acquired by the Borrower or any subsidiary and (iv) with respect to restrictions in agreements (other than agreements governing indebtedness of Restricted Subsidiaries), additional restrictions that (as determined in good faith by the Borrower) will not prevent the Borrower from satisfying its payment obligations under the Senior Credit Facilities;

	(j) with respect to Holdings, customary passive holding company restrictions; provided that Holdings may issue equity securities and incur unsecured holding company debt (provided that (1) neither the Borrowers nor any Restricted Subsidiary is a borrower or a guarantor with respect to such debt and (2) such debt shall have a final maturity date that is at least 91 days after the then existing latest maturity date);

	The Borrower shall be permitted to, without duplication, (i) reallocate amounts available under the general restricted payments basket to make additional investments and restricted debt payments and (ii) reallocate amounts available under the general restricted debt payments basket to make additional investments.

	For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test, such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be (or such earlier time as set forth in “Limited Condition Transactions” above), and no default or event of default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such time.

A-30

	The Borrower may re-designate any debt, lien, restricted payment, payment or redemption of subordinated debt, investment or disposition (each, a “Reclassifiable Item”) originally incurred or designated as incurred under any exception as having been incurred under another exception so long as, at the time of such re-designation, the Borrower would be permitted to incur or make such Reclassifiable Item under such other exception (or would have been permitted to incur or make such Reclassifiable Item under such other exception, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Borrower).

	In addition, the Loan Documents will include an Builder Basket (as defined below) that may be used for (i) in the absence of a payment or bankruptcy default or event of default, permitted investments, (ii) in the absence of an event of default, Restricted Payments (subject to pro forma compliance with a First Lien Net Leverage Ratio of not more than the Closing Date First Lien Net Leverage Ratio), and (iii) in the absence of an event of default, restricted debt payments (subject to pro forma compliance with a First Lien Net Leverage Ratio of not more than the Closing Date First Lien Net Leverage Ratio); provided that it is understood and agreed that the foregoing restrictions (other than no payment or bankruptcy event of default) on the use of the Builder Basket shall not apply to the portion thereof referred to in clauses (iii), (vi) and (vii) of the definition thereof below.

	As used herein:

	“Adjusted EBITDA” shall be defined in a manner consistent with the Documentation Principles; provided the definition of Adjusted EBITDA shall include an add-back (either in the definition of Adjusted EBITDA or the definition of consolidated net income) for the net income of any entity that is not wholly-owned up to the amount of cash or cash equivalents (x) actually distributed by such entity to a Loan Party or a wholly-owned Restricted Subsidiary or (y) that could have been distributed as a dividend or other distribution or return on investment by such entity to a Loan Party or wholly-owned Restricted Subsidiary.

A-31

	“Builder Basket” shall mean, as of any date of determination, a cumulative amount equal to (a) the sum of (without duplication) (i) the greater of (A) $50 million or (B) the equivalent percentage of Adjusted EBITDA for the most recently ended four quarter period for which financial statements have been delivered (or, at the option of the Borrower, the Adjusted EBITDA for the most recently ended period for which financial statements are internally available), plus (ii) at the Borrower option, prior to the launch of general syndication, either (x) an amount not less than zero equal to the percentage of excess cash flow described above under “Mandatory Prepayments – Excess Cash Flow” equal to the percentage thereof not required to be applied as an excess cash flow prepayment of the Term Loans for the applicable year or (y) the CNI Growth Amount (to be defined as 50% of consolidated net income for the each fiscal quarter of the Borrower commencing with the first full fiscal quarter after the Closing Date), plus (iii) qualified capital contributions to or the proceeds received from public or private equity issuances of the Borrower or any parent thereof after the Closing Date, plus (iv) returns on investments made using the Builder Basket received by the Borrower or a Restricted Subsidiary, plus (v) any Declined Proceeds and any Retained Asset Sale Proceeds, plus (vi) the amount of any investment made by the Borrower and/or any of its Restricted Subsidiaries in reliance on the Builder Basket in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated into a Borrower or any of its Restricted Subsidiaries or the fair market value of the assets of any Unrestricted Subsidiary (as reasonably determined by the Borrower) that have been transferred to the Borrower or any of its Restricted Subsidiaries or the amount of cash dividends made by an Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries (to the extent not included in consolidated net income) or the proceeds from the disposition of any Unrestricted Subsidiary received by the Borrower or any of its Restricted Subsidiaries, plus (vii) the proceeds initially received by the Borrower from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity of the Borrower (or any parent thereof).

	“First Lien Net Leverage Ratio” will be defined as the ratio of (i) (A) consolidated debt for borrowed money, purchase money indebtedness, capital leases, debt evidenced by bonds, notes, debentures, indentures, credit agreements and similar instruments, unreimbursed amounts owing in respect of letters of credit and similar facilities of the Borrower and its Restricted Subsidiaries to the extent such amounts have not been reimbursed in cash to the Borrower or a Restricted Subsidiary (“Consolidated Total Debt”) that are secured (other than if contractually junior to the liens of the Administrative Agent) net of (B) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries and cash of the Borrowers and Restricted Subsidiaries restricted in favor of the Lenders (collectively, “Unrestricted Cash”) to (ii) trailing four fiscal quarter Adjusted EBITDA.

A-32

	“Secured Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt that is secured net of Unrestricted Cash to (ii) trailing four fiscal quarter Adjusted EBITDA.

	“Total Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt net of Unrestricted Cash to (ii) trailing four fiscal quarter Adjusted EBITDA.

Financial Covenant	Term Loan B Facility: None.

	Revolving Credit Facility: limited to (the “Financial Covenant”), commencing, if applicable, with the second full fiscal quarter ending after the Closing Date, a maximum First Lien Net Leverage Ratio (which shall be tested in respect of the Borrower and its Restricted Subsidiaries, on a consolidated basis) tested only at the end of any fiscal quarter when the aggregate amount of outstanding Revolving Loans, undrawn Letters of Credit in excess of $25 million in the aggregate and unreimbursed drawings in respect of Letters of Credit (including Swingline Loans but excluding cash collateralized Letters of Credit) exceeds 35% of the commitments under the Revolving Credit Facility (excluding, for the first two full fiscal quarters following the Closing Date, the amount of Revolving Loans used to fund original issue discount or upfront fees required pursuant to the flex provisions of the Fee Letter or to otherwise finance the Transactions). The level for the Financial Covenant shall be set at a First Lien Net Leverage Ratio that is 6.25x (with no step-downs).

A-33

Equity Cure Right:

A-34

Events of Default

A-35

Voting

	Any provision of the Loan Documents may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, error, defect or inconsistency.

	It is agreed that (i) any applicable intercreditor agreement contemplated by the Credit Agreement may be entered into or amended solely with the consent of the Administrative Agent to give effect thereto or to carry out the purposes thereof and (ii) there shall be no “class” voting requirement for amendments, modifications or supplements to the Loan Documents.

A-36

	The Loan Documents will permit guarantees, collateral security documents and related documents to be, together with the Credit Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need for consent by any other Lender if such amendment or waiver is delivered in order to (i) comply with local law or advice of local counsel or (ii) cause such guarantee, collateral security document or other document to be consistent with the Credit Agreement and the other Loan Documents.

	The Administrative Agent shall be entitled to extend a deadline or requirement in connection with compliance with guarantee and security provisions.

Assignments and Participations	The Lenders shall be permitted to assign and sell participations in their loans and commitments, subject, in the case of assignments (other than assignments to another Lender, an affiliate of a Lender or an “approved fund” (to be defined in the Loan Documents)), to the consent of (which consent shall not be unreasonably withheld, delayed or conditioned) (x) the Administrative Agent, (y) with respect to the Revolving Credit Facility only, each Issuing Lender and Swing Line Lender and (z) so long as no payment or bankruptcy event of default has occurred and is then continuing, the Borrower, with the Borrower being deemed to be withholding their consent reasonably if the proposed assignee or participant is a Disqualified Lender; provided that (a) the Borrower shall be deemed to have consented to such assignment if the Borrower has not otherwise rejected in writing such assignment within 10 business days of the date on which such assignment is requested and (b) neither the Term Loan Facility nor the Revolving Credit Facility shall be participated or assigned to any natural person or any Disqualified Lender; provided, further, that GS Bank may assign its commitments and agreements hereunder to GSLP without the consent of any party hereto. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $1.0 million with respect to Term Loans and $5.0 million with respect to the Revolving Credit Facility. Assignments will not be required to be pro rata among the Senior Credit Facilities. The Administrative Agent shall receive an administrative fee of $3,500 in connection with each assignment unless otherwise agreed by the Administrative Agent.

A-37

	The Administrative Agent shall be entitled to make available to all Lenders the list of Disqualified Lenders. In addition, each assignment and assumption shall include a representation that the assignee is not a Disqualified Lender (and the Administrative Agent may rely conclusively on such representation). The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of the Loan Documents relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. For the avoidance of doubt, any assignment to any Disqualified Lender shall not be void, but shall be subject to customary provisions pursuant to which the Borrower shall be entitled to terminate the commitments of such Disqualified Lender and prepay its Loans.

	Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions, and will be subject to customary limitations on voting rights (as mutually agreed). Participants’ and assignees’ entitlements to gross up provisions for withholding taxes shall be subject to customary limitations for transactions and facilities of this type. Notwithstanding anything herein to the contrary, no participant will be entitled to a gross-up or yield protection payment in an amount greater than the amount, if any, owed to the selling Lender except to the extent such greater amount is attributable to a change in law after the date the participant acquired the applicable participation.

	Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall only be issued under the Senior Credit Facilities upon request.

	The Loan Documents shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding at least a majority of the aggregate principal amount of the Loans, including participations in Letters of Credit and Swing Line Loans and unused commitments under the Senior Credit Facilities, shall have consented thereto.

A-38

	In addition, the Loan Documents shall provide that the Term Loans may be purchased by the Borrower (x) on a non-pro rata basis through Dutch auctions open to all Lenders on a pro rata basis in accordance with customary procedures to be agreed; provided that (i) any such Term Loans acquired by the Borrower shall be retired and cancelled immediately and automatically upon acquisition thereof, (ii) either (a) the Borrower must provide a customary representation and warranty to the effect that it is not in possession of any non-public information with respect to the business of the Borrower or any of their subsidiaries (or their respective securities) at the time of such purchase that has not been disclosed generally to private side lenders that could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign the Term Loans (or state that it cannot make such representation) or (b) such assignment shall contain customary “Big Boy” representations and (iii) no event of default shall exist or result therefrom and (y) through open market purchases.

Defaulting Lenders	The Loan Documents shall contain customary provisions relating to “defaulting” Lenders consistent with the Documentation Principles, including provisions relating to providing cash collateral to support Swing Line Loans or Letters of Credit, the suspension of voting rights and of rights to receive certain fees, and termination or assignment of commitments or Loans of such Lenders.

Cost and Yield Protection; Miscellaneous	Each Lender and each Issuing Lender will receive cost and interest rate protection customary for facilities and transactions of this type, including compensation in respect of prepayments, taxes (including customary gross-up provisions for withholding taxes imposed by any governmental authority), changes in liquidity or capital requirements, guidelines or policies or their interpretation or application after the Closing Date (including, for the avoidance of doubt (and regardless of the date adopted or enacted), with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations with respect thereto and (y) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III)), illegality, change in circumstances, reserves and other customary protections for U.S. and non-U.S. financial institutions and other lenders, subject to, in the case of each of the foregoing, the right to replace lenders claiming such cost and interest rate protection, customary notice and tolling provisions, mitigation requirements, certification requirements and other exceptions to be mutually and reasonably agreed upon and consistent with the Documentation Principles. In addition, the Loan Documents will contain customary “EU Bail-In” recognition provisions.

A-39

Expenses	The Loan Documents will provide that the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent and Arrangers associated with the syndication of the Senior Credit Facilities and the preparation, negotiation, execution, delivery, filing and administration of the Loan Documents and any amendment or waiver with respect thereto (including the reasonable and documented out-of-pocket fees, disbursements and other charges of external counsel (limited to one such counsel per applicable jurisdiction that is reasonably necessary) and consultants and the charges of IntraLinks, SyndTrak or a similar service) and (ii) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent, the Arrangers, any other agent appointed in respect of the Senior Credit Facilities, each Issuing Lender, each Swing Line Lender and the Lenders (including the reasonable and documented fees, disbursements and other charges of external counsel and consultants) in connection with the enforcement of, or protection and preservation of rights under, the Loan Documents.

Indemnification	The Loan Documents will contain customary indemnities consistent with the Documentation Principles for (i) the Arrangers, the Collateral Agent, the Administrative Agent and the Lenders, (ii) each affiliate of any of the foregoing persons and (iii) each of the respective officers, directors, officers, employees, advisors, agents, successors, partners, representatives and permitted assigns of each of the foregoing persons referred to in clauses (i) and (ii) above (each such person in clauses (i), (ii) and (iii), an “Indemnified Person”) (other than any claim (x) determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of an Indemnified Person or its Related Indemnified Parties or (ii) a material breach by an Indemnified Person or any of its Related Indemnified Parties of its obligations under Senior Credit Facilities, or (y) related to a dispute solely among Indemnified Persons not arising from any act or omission of the Borrower or any of its affiliates (other than a claim against any Indemnified Person solely in its capacity as an Arranger or Agent or any similar capacity under any of the Senior Credit Facilities).

A-40

Governing Law and Forum	The Loan Documents (except as otherwise expressly set forth in a Loan Document) will be governed by New York law and will provide for the Credit Parties to submit to the exclusive jurisdiction and venue of the Federal and state courts of the State of New York sitting in the Borough of Manhattan in New York City; provided that the proviso to the first sentence of Section 11 of the Commitment Letter shall apply.

Counsel to the Arrangers, the Collateral Agent and the Administrative Agent	Cahill Gordon & Reindel llp.

* * *

A-41

ANNEX A-I TO EXHIBIT A

TO COMMITMENT LETTER

Interest and Certain Fees

Interest Rate Options	The Borrower may elect that the Loans or other extensions of credit comprising each borrowing bear interest at a rate per annum equal to

	(i) the Base Rate plus the Applicable Margin; or

	(ii) LIBO Rate plus the Applicable Margin; provided that all Swing Line Loans will be Base Rate Loans.

	The Borrower may elect interest periods of 1, 2, 3 or 6 months (or 12 months if available to all applicable Lenders) for LIBO Rate Loans (as defined below).

	As used herein:

	“Applicable Margin” means:

	(A) with respect to the Term Loan Facility, (i) initially, 2.25%, in the case of Base Rate Loans, and (ii) initially, 3.25% in the case of LIBO Rate Loans, subject, in each case, to two 25 basis point step-downs based upon achieving a First Lien Net Leverage Ratio that is 0.50x and 1.00x, respectively, inside Closing Date First Lien Net Leverage as of the last day of the most recent fiscal quarter for which financial statements have been delivered;

	(B) with respect to the Revolving Credit Facility, (i) initially, 2.25%, in the case of Base Rate Loans, and (ii) initially, 3.25%, in the case of LIBO Rate Loans, subject, in each case, to two 25 basis point step-downs based upon achieving a First Lien Net Leverage Ratio that is 0.50x and 1.00x, respectively, inside Closing Date First Lien Net Leverage as of the last day of the most recent fiscal quarter for which financial statements have been delivered.

	“Base Rate” means the highest of (i) the Federal Funds Rate plus ¹/₂ of 1.00%, (ii) the “U.S. Prime Lending Rate” published by the Wall Street Journal (the “Prime Rate”), (iii) the LIBO Rate for a one month interest period plus 1.00%) (provided that, if the rate described in preceding clause (i) shall be less than zero, such rate shall be deemed to be zero).

A-I-1

	“LIBO Rate” means the higher of the London Interbank Offered Rate or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Senior Administrative Agent from time to time) at approximately 11:00 a.m., London time, two business days prior to the commencement of such interest period, for deposits in U.S. Dollars (for delivery on the first day of such interest period) with a term equivalent to such interest period (provided that, if the foregoing rate shall be less than zero, such rate shall be deemed to be zero). The Loan Documents shall contain provisions relating to a replacement rate for LIBO Rate reasonably satisfactory to the Administrative Agent and the Borrower.

Interest Payment Dates	With respect to Loans bearing interest based upon (a) the LIBO Rate (“LIBO Rate Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period and on the applicable maturity date and (b) the Base Rate, on the last business day of each calendar quarter (in arrears) and on the applicable maturity date. Interest shall also be payable on any Loans upon any voluntary or mandatory repayment thereof.

Unutilized Commitment Fee	The Borrower shall pay a commitment fee calculated at the rate of 0.50% per annum, on the average daily unused portion of the Revolving Credit Facility, payable quarterly in arrears, subject to step-downs to 0.375% and 0.25%, commencing after delivery of financial statements for the first full fiscal quarter following the Closing Date, based upon achieving a First Lien Net Leverage Ratio that is 0.50x and 1.00x, respectively, inside Closing Date First Lien Net Leverage, as of the last day of the most recent fiscal quarter for which financial statements have been delivered. For purposes of the commitment fee calculations only, Swing Line Loans shall not be deemed to be a utilization of the Revolving Credit Facility.

Letter of Credit Fees	The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Credit Loans made or maintained as LIBO Rate Loans on the available amount of each such Letter of Credit. Such commission shall be shared ratably among the Lenders participating in the Revolving Credit Facility and shall be payable quarterly in arrears.

A-I-2

	In addition to letter of credit commissions, a fronting fee not to exceed 0.125% per annum on the available amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary (as determined by the Issuing Lender) administrative, issuance, amendment, payment and document examination charges shall be payable to the Issuing Lender for its own account.

Default Rate	All overdue principal, interest, fees and other monetary amounts outstanding under the Senior Credit Facilities shall bear interest at 2.00% per annum above the rate otherwise applicable thereto (or, if there is no applicable rate, 2.00% per annum above the Base Rate applicable to Revolving Credit Loans) and shall be payable on demand.

Rate and Fee Basis	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Base Rate Loans) for the actual number of days elapsed (including the first day but excluding the last day).

* * *

A-I-3

EXHIBIT B-1 TO COMMITMENT LETTER
CLOSING CONDITIONS

1. Acquisition. The Acquisition shall have been, or substantially concurrently with the initial funding of the Senior Credit Facilities shall be, consummated in all material respects in accordance with the terms of an agreement and plan of merger with the Target dated as of May 22, 2019 (as may be amended in accordance with the terms of this Commitment Letter and together with the annexes, schedules, exhibits and attachments thereto, (the “Acquisition Agreement”), after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by you that are materially adverse to the interests of the Lenders or Commitment Parties in their respective capacities as such, unless consented to in writing by the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that (a) any substantive change to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed materially adverse, (b) any reduction in the purchase price of less than 10% or in accordance with the Acquisition Agreement (including pursuant to any working capital or purchase price adjustment provision set forth in the Acquisition Agreement) shall be deemed not to be materially adverse, (c) any other reduction in the purchase price shall be deemed not to be materially adverse so long as such decrease is allocated to reduce the Term Loan Facility and (d) any increase in the purchase price shall be deemed not to be materially adverse so long as such increase is funded by common equity, qualified equity (on terms reasonably acceptable to the Lead Arrangers) or amounts available to be drawn under the Revolving Credit Facility (subject to the Closing Date limitation set forth under “Use of Proceeds”) or such increase is pursuant to any working capital or purchase price adjustment provision set forth in the Acquisition Agreement.

3. Refinancing. Prior to or substantially concurrently with the initial funding of the Facilities, the Refinancing shall have occurred.

B-1

B-2

B-3

EXHIBIT B-2 TO COMMITMENT LETTER

FORM OF SOLVENCY CERTIFICATE

a. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

c. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

d. The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

¹ Credit Agreement to be defined.

C-1

Exhibit (c)(2)

January 4 Special Committee Discussion Materials PRELIMINARY & CONFIDENTIAL

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Executive Summary 2. DBO Introduction 3. Situation Review 4. Valuation Considerations 5. Fee Proposal and Process Recommendations 6. Appendix A: Supporting Materials 7. Appendix B: Additional Information on DBO I I I I II V I V A B 2

PRELIMINARY & CONFIDENTIAL Executive Summary 3 International Speedway CorporationISC is a unique company with a highly valuable franchise and asset base, as well as attractivecustomer attributesStrong Management / Board that has driven outperformance relative to peersIconic motorsports facilities with national fan reachAncillary development initiatives supported by 13,000 acres of land assetsSecond highest-rated regular season sport on televisionStable recurring revenue baseAlmost 70% of LTM revenue was contractedNASCAR broadcast rights secured through 2024 with contracted escalatorStrong planned return of capital to shareholders despite CapEx requirementsUnparalleled sponsor brand loyalty among NASCAR fan baseUnaided sponsor awareness dwarfs other major team sports (99% awareness accuracy)Percentage of fans “consciously purchasing” and “switching” to NASCAR sponsor products is highest of all sportsStrong growth in social media and number of corporate sponsors despite decrease in television viewership / race attendance

PRELIMINARY & CONFIDENTIAL Executive Summary (cont’d.) 4 DBO PartnersFounding Partners each have over 30 years of transaction experience directly relevant to ISC’sSpecial Committee. Collectively they have executed:Hundreds of going-private transactionsDozens of transactions involving Special or Independent Board CommitteesAdvising Boards and their committees on valuation issues is a core competencyCompletely devoid of existing and potential conflicts including lending, wealth management,asset management, corporate advisory, proprietary trading, etc.Special Committee Process and Next StepsWork with Special Committee and legal counsel to determine optimal process going forwardConduct appropriate due diligence involving all relevant partiesAchieve best possible offer for ISC independent shareholders and aid in identifying whether Special Committee should endorse the offer or opt for no transaction

PRELIMINARY & CONFIDENTIAL The DBO Team Gordon Dean 32 years of experience27 years of Investment Banking at Morgan Stanley, Vice Chairman of Investment Banking Group  31 years of experience25 years of Investment Banking at Morgan Stanley, Head of Global Financial Sponsors Group  Mark Bradley Nick Osborne 32 years of experience19 years of Investment Banking at Morgan Stanley, Head of Global Technology Mergers and Acquisitions  Founding Partner Gordon Dean ran Morgan Stanley’s West Coast Investment Banking Group and has extensive experience in advising public company Boards, including going-private transactions and M&A assignments involving Special Committees Founding Partner Mark Bradley ran Morgan Stanley’s Global Financial Sponsor Group and has unparalleled experience in going-private transactions, all of which involved Special Committees Founding Partner Nick Osborne ran Morgan Stanley’s Global Technology M&A Group including numerous Special Committee assignments; team has completed over $300billion of successful M&A transactions including recent experience as advisor on Dell/DVMT All three Founding Partners will be 100% involved in the execution of this assignment Formerly a securities lawyerExecuted sell-sides of MontrealCanadiens and Colorado RockiesHelped recruit buying group for SF GiantsWorked with Paul Tagliabue on Board Committee which negotiated media and stadium contracts for Big East BasketballCross industry experience including hotels, restaurants, and cinemas Select Relevant Experience Strong experience advising Special Committees, including minority squeeze outs, going-private, and unsolicited transactionsRole in hundreds of fairness (and inadequacy) opinions as member of Morgan Stanley Fairness Committee (including depositions on behalf of clients)Guest lecturer with Delaware Supreme Court Chief Justice Leo Strine at UCLA School of LawCross industry experience including race tracks, lodging, and entertainment 10 – 15 going-private transactions peryear for over 20 yearsExecuted 7 of the 10 largest and most complicated going-private transactionsIn 2018, advised Dell on $24Bn merger with 80% owned publicly traded VMWare which involved significant Special Committee interaction 6

PRELIMINARY & CONFIDENTIAL DBO OverviewHigh level of experience, combined with high level of focus 7 DBO Partners is a boutique investment banking firm founded by senior Morgan Stanley leadersUnlike “bulge bracket” firms, our Partners execute every assignmentAll three Founding Partners, with directly relevant transaction experience, will lead this transaction and be at every meetingNo conflicts; absolutely critical in Special Committee assignmentsWe specialize in large, complex transactions for elite clients$24Bn Dell/DVMT combination$6Bn sale of URS to AECOM$25Bn LBO of Dell Technologies$750MM strategic investment by Intel into ClouderaOur business is based on referrals and repeat business, the interest of ISC shareholders will come before our own, and we are happy to provide referencesIn preparation for today’s meeting, we have reviewed all available information including: company filings, research reports, investor presentations, news articles, books about the industry, legal precedents, competitor filings, etc.

PRELIMINARY & CONFIDENTIAL & Others Select Contested M&A and Special Committee ExperienceExecuted by this team McAfee.com Absolutely no conflicts ofany kindClarity regarding available alternatives is criticalRobust due diligence up front leading to practical and balanced advice to Special Committee regarding alternativesStrong advocacy on behalf of Special Committee and independent shareholders based on highly credible data and analyticsAbility for Special Committee to say “no” even if other alternatives are limited Key Lessons Learned inMinority Squeeze-Outs 8

PRELIMINARY & CONFIDENTIAL 10 Outcomes of Precedent Minority Squeeze-Out Transactions Note: Analysis of last 10 years of comparable precedent squeeze outs (n=27)Sources: CaplQ and Company filings for precedent squeeze-out transactions (See Appendix A for details)(1) The number of offers and counters is from a subset of transactions involving strategic buyers that had >50% ownership (n=17) Special Committees Drive Shareholder Value 4% / 0%Transactions where initial offer is accepted outright / rejected and bidder walks 21% / 48%Median initial / final offer relative to unaffected stock price 21%Median increase in offer price from first to final offer -16% / 4%Median initial / final offer relative to stock’s LTM intraday high 6.6 Offers (1)Median number of offers and counters over the course of the negotiations 3.5 MonthsMedian number of months to complete a minority squeeze- out transaction

PRELIMINARY & CONFIDENTIAL Overview of NASCAR Offer 11 NASCAR offer was carefully constructed, but leaves room for Special Committee to drive valueNASCAR has offered to acquire for cash all of ISC’s outstanding shares not owned by Family StockholdersThe offer price of $42 per share was represented as a 14% premium to the 30 day VWAPRepresents a 2% premium to the trailing 90 day average share price and a 1% discount to the LTM average share priceWhile the offer price requires additional analysis, the offer terms have been structured to address a number of important legal considerationsRequires approval by a Special Committee of independent directorsRequires approval of a majority voting power representing the shares not owned by the Family StockholdersImportantly, Family Stockholders have stated that they have no interest in selling any shares of ISC nor do they “expect” to vote in favor of “any alternative sale, merger or other extraordinary corporate transaction...”NASCAR rationale: “We believe the industry would benefit from structural change in order to best position the sport on a going forward basis. This will require significant time, effort, and investment. We believe that this transformation will be best undertaken as a private company”The offer comes in the context of reports that NASCAR:Has explored selling a minority stake to investorsAnnounced the potential bundling of corporate sponsorships of the tracks, leagues, teams, and media- rights partners which could improve NASCAR’s (and ISC’s) commercial model

PRELIMINARY & CONFIDENTIAL Task of the Special Committee 12 While every transaction is unique, the duties of a Special Committee representing the interests of minority shareholders subject to a buyout offer, and the manner in which those duties should be prosecuted, include:Choosing truly independent legal and financial advisorsAppropriate diligence: including access to all information necessary to make informed decisionsAbility to forcefully and diligently negotiate to achieve the highest price and best terms practicable for stockholders (assisted by the Special Committee’s financial advisor)Unequivocal power to reject the proposed transaction (relying, in part, on the valuation analysis of theSpecial Committee’s financial advisor)These and other practices provide comfort to minority shareholders that the Committee has acted with due care and loyalty to ensure that the ultimate transaction was fair to all shareholdersIt is not the duty of the Special Committee to pursue “futile” or impractical alternatives, given the clear positions of controlling shareholdersThe Special Committee needs to consider what alternatives are achievable and whether NASCAR’sfinal offer achieves the highest price practicableDBO is committed to delivering the best possible outcome for the Special Committee and independent shareholders

PRELIMINARY & CONFIDENTIAL Key Considerations for ISC Special Committee Members 13 What is the standalone value of ISC based on the Company’s internal plan?What are the scenarios that can lead to greater or lesser value for ISC shareholders in thefuture?Do street forecasts and analyst target prices accurately reflect the outlook for the business?What alternatives are available to ISC (including consideration of the impact of any NASCAR rights) and how do those alternatives compare to NASCAR’s offer? Is now a good time to consider a sale?Given the “do not expect” language in the offer letter, what are NASCAR and Family Stockholders prepared to consider?Does NASCAR’s current offer reflect its best offer? Is it a fair offer?What information and tactics can be used to achieve the best possible offer fromNASCAR?Evaluating NASCAR’s rationale and potential synergies

PRELIMINARY & CONFIDENTIAL 14 ISC is a Unique Company with a Valuable Collection of AssetsPredictable income streams with attractive growth opportunities Source: Company filings(1) Other Motorsports Related revenue assumed to be 6% of Total Motorsports Related revenue based on FY2017 results ISC has identified multiple opportunities to monetize the value of real estate through ancillary development13 irreplaceable motorsports facilities with national reachHollywood Casino at Kansas Speedway and ONE DAYTONAAdditional opportunities across 13,000 acres of owned / operated property Long-Term Facility Optimization Opportunities Motorsports StadiumsDaytona Rising & ISM Ancillary Development13,000 Acres Year-Round DestinationsONE DAYTONA & Hollywood Value-Enhancing Projects Stable Recurring Revenue Base (1) ISC contracted revenue from long-term media rights and corporate partnerships make up ~69% of total LTM revenueBroadcast rights secured through 2024 with ~4% revenue CAGRMulti-year sponsorships secured as part of facilities projects (e.g., Daytona Rising & ISM) as well as race and category sponsorships (e.g., Coca-Cola) Food, Other Income Beverage, & 3% Merchandise5%Admissions17%Other Motorsports Related6% Corporate Partnerships17% TV & Ancillary Media 52% Broadcast fees have a ~4% CAGR over the 10-year termRecurring revenue

PRELIMINARY & CONFIDENTIAL 15 ISC Has Outperformed Peers $MMDVD TRK ISC Broadcasting Revenue Admissions Revenue Event Related Revenue (1) Total Revenue – $100 $200 $300 $400 $500 $600 2011 2012 2013 2014 2015 2016 2017 CAGR 2.3% 2.0% 2.4% – $50 $100 $150 $200 $250 $300 2011 2012 2013 2014 2015 2016 2017 CAGR (11.3%) (6.5%) (2.8%) – $50 $100 $150 $200 $250 $300 $350 2011 2012 2013 2014 2015 2016 2017Sources: ISCA, TRK, and DVD 10-K filings(1) Event related includes revenue from corporate partnership and other motorsport events (i.e., non NASCAR) CAGR (3.5%) (3.9%) 2.4% – $200 $400 $600 $800 $1,000 $1,200 $1,400 2011 2012 2013 2014 2015 2016 2017 CAGR 1.1% (1.8%) (1.7%) Strong Management Team / Board driving outperformance over extended period of time

PRELIMINARY & CONFIDENTIAL Combination Could Drive Value for NASCAR and ISC Unified strategic approach could enable structural change and sponsorship bundlingNASCAR and ISC Management have stated that a more unified strategic approach between the companies is important to future growthThe prospective merger would enable, inter alia, NASCAR to more efficiently implement a new sponsorship model that moves away from title sponsorship and individual race sponsorships to bundled sponsorshipsInitially implemented this year in joint NASCAR/ISC deal with Coca-ColaEasier to negotiate agreements as one entity versus three (or more) partiesIntegrated sponsorship model across NASCAR, track owners, and media partners with a multi-tiered offering, similar to the NCAA, IOC, and Premier League, will grow recurring revenue streams NASCAR 16 Track Owners Media Partners Team Owners Precedent Tiered / Category Sponsorship Models

PRELIMINARY & CONFIDENTIAL Valuation Considerations 18 As discussed, ISC is a very unique company combining significant and unreplicable real estate, a partnership with one of the best brands in sports entertainment, and ancillary diversification opportunities such as gaming and lodgingThere are factors that may have historically constrained ISC’s stock price, including:Control by France FamilyLimited equity research coverageDearth of direct comparablesGiven the parameters of NASCAR’s offer (Family Stockholders will not sell their shares and do not expect to consider other corporate transactions) the valuation exercise potentially becomes comparing their ultimate offer to the expected value of the Company on a standalone basisWe have considered valuation benchmarks for ISC and the offer on a preliminary basis, and we expect to provide more thorough valuation analysis based on due diligence to advise the Special CommitteeHistorical EBITDA and P/E multiplesForward trading analysisPrecedent minority squeeze-out transactions

PRELIMINARY & CONFIDENTIAL Financial Model Overview 19 Observations and questionsKey to assessing the offer and the standalone value of ISC is evaluating the Company’sinternal outlook for the business versus buy-side / sell-side analyst expectationsOver the last five years ISC has outgrown its public competitors, with large and predictable broadcast revenues and sponsorships offsetting declining admissionsThe street expects revenue growth to increase from 1.9% (‘12-‘17) to 2.5% (‘17-‘24), with continuing broadcast and sponsorship revenue growth, as well as stabilizing admissions and other revenuesEBITDA margins are modeled to decline modestly, but require diligence to reconcile historical reporting with analyst estimatesFree cash flow is expected to grow from modest EBITDA improvement, cash flow from affiliated investments, and moderating CapEx allowing continued return of capital to shareholdersKey questions to understand include:What are appropriate expectations for new broadcast agreements post 2024?Will growing digital revenues offset admissions declines or change broadcast agreement opportunities?Are there additional development opportunities to generate new revenue streams?What returns will recent capital investments generate?What additional opportunities exist for high ROIC investments?Opportunities associated with NASCAR’s proposed restructuring?How are dividends and capital returns valued by investors?

PRELIMINARY & CONFIDENTIAL ISC Financial SummaryLimited research analyst coverage for ISC, projections per Wells Fargo Source: Company filings and Wells Fargo research (10/29/2018) A key element of the process will be understanding ISC’s internal forecast relative to street expectations FYE 11/30, $MM Historical Projections FY2014A FY2015A FY2016A FY2017A FY2018E FY2019E FY2020E FY2021E FY2022E Admissions $129.7 $130.2 $123.5 $121.5 $110.4 $111.5 $111.5 $111.5 $111.5 Motorsports Related 433.7 451.8 477.2 491.7 512.9 538.0 553.8 570.3 587.3 Food, Beverage, & Merchandise 72.9 47.3 42.0 41.3 36.5 37.2 37.2 37.2 37.2 Other Income 15.6 16.1 18.3 17.0 19.9 22.9 27.4 28.2 29.1 Total Revenue $651.9 $645.4 $661.0 $671.4 $679.7 $709.6 $730.0 $747.3 $765.2 % Growth 6.4% (1.0%) 2.4% 1.6% 1.2% 4.4% 2.9% 2.4% 2.4% EBITDA (Non-GAAP) $216.4 $229.8 $238.8 $241.5 $235.7 $243.2 $251.8 $257.4 $263.2 % Growth 0% 6% 4% 1% (2%) 3% 4% 2% 2% % Margin 33% 36% 36% 36% 35% 34% 34% 34% 34% Net Income (Non-GAAP) $65.9 $67.3 $69.0 $72.1 $85.3 $91.6 $95.0 $96.1 $97.4 % Growth (2%) 2% 3% 4% 18% 7% 4% 1% 1% % Margin 10% 10% 10% 11% 13% 13% 13% 13% 13% Free Cash Flow ($0.4) $29.0 $130.9 $71.6 $69.7 $153.3 $162.5 $165.4 $174.9 20

PRELIMINARY & CONFIDENTIAL $50 $44 $46 $44 $41 $42 $35 $35 $35 $52 $56 $46 $48 $46 $44 $44 $50 $44 $41 $54Median: $52 Median: $55 Median: $45 TRK: $33 TRK: $32 TRK: $35 TRK: $34 Median: $47 Median: $45 Median: $42 Median: $43 VWAP: $42 VWAP: $37 VWAP: $37 $30 $35 $40 $45 $50 $55 $60 Offer:$42.00 Current:$43.07 Earnings (10/4)to Offer (11/9)30 DayLTM NTM EBITDA (LTM)(7.7x-8.0x)NTM EBITDA (L5Y)(7.5x-7.9x)NTM P/E (LTM) (20.9x-21.8x) NTM P/E (L5Y)(21.8x-22.7x) '19 EBITDA(6.3x)'20 EBITDA(6.1x)'19 P/E (15.2x) '20 P/E (14.5x) First Offer (30D Avg.)(19.5%-23.8%)Final Offer (30D Avg.)(44.5%-51.2%)Final Offer (LTM High)(0.6%-4.8%) Valuation Considerations Precedent minority squeeze-out transactions imply a higher price than current offer Note: Ranges for premiums / multiples represent 40th and 60th percentiles Sources: CapIQ as of 1/2/2019; Company financials; Broker research 21 Methodologies Historical Trading Ranges Historical Multiple Ranges Speedway Motorsports Squeeze-Out Precedent Premiums

PRELIMINARY & CONFIDENTIAL ISC Share Price PerformanceCurrent offer below LTM average trading price Note: VWAP per CapIQ calculation; LTM low and high represent intraday trading prices Source: CapIQ as of 1/2/2019 22 $45.30 $42.00 $35.30 $39.06 $35 $38 $41 $44 $47 $50 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 NASCAR PurchasePrice Offer: $42.00 ISCA Share Price ($USD) 11/9/2018:NASCAR made public bid at $42.00 10/4/2018:Announced Q3'18 Earnings ($42.26 share price day prior) Current:$43.07 1/25/2018:Announced FY17 Earnings 4/3/2018:Announced Q1'18 Earnings Share Price Prem. / Disc. to NASCAR Purchase Offer Share Price Prem. / Disc. Day Prior to Announcement $39.50 6.3% Prior 30 Day VWAP $37.27 12.7% Prior 60 Day VWAP $39.88 5.3% Prior 90 Day VWAP $41.16 2.0% Prior 180 Day VWAP $42.46 (1.1%) LTM VWAP $42.26 (0.6%) LTM Low $35.12 19.6% LTM High $49.95 (15.9%)

PRELIMINARY & CONFIDENTIAL 23 ISC Historic Trading Performance Current offer ~ equivalent to last five years average EBITDA and P/E multiple Share Price (1) AV / NTM EBITDA Forward P/E 7.5x 8.0x 8.5x 10.0x9.5x9.0x 7.0x6.5x6.0xJan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Current: 8.1x 60%: 7.9xMedian: 7.7x 40%: 7.5x $30$25 $35 $40 $50$45 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Current: $43.07 60%: $35.95Median: $34.90 40%: $33.90 20.0x 22.0x 24.0x 32.0x30.0x28.0x26.0x 18.0xJan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17Note: Current multiple based on consensus projections; Summary statistics for five years prior to initial NASCAR offer date Source: CapIQ as of 1/2/2019(1) Closing share price for each trading day Jul-17 Jan-18 Jul-18 Jan-19 60%: 22.7xMedian: 22.2x 40%: 21.8xCurrent: 21.0x

PRELIMINARY & CONFIDENTIAL Fee Proposal Retainer: Opinion Fee: Advisory Fee: $250K upon signing, $50K per month commencing six months after signing $2.5MM payable upon termination or signing of definitive agreements with respect to a Transaction, plus, in the event the Special Committee recommends a Transaction to the Board of Directors and definitive agreements with respect to such Transaction are signed by the Company, 2.5% of the total equity value greater than $42 per share Any Retainer or Opinion Fee previously paid will be credited against the Advisory Fee $1MM upon the rendering of a financial opinion or inadequacy letter We have examined M&A squeeze-out transactions and are proposing a fee that is lower than the average implied by the precedents. If the Special Committee determines that no transaction is in the best interest of shareholders, DBO will receive a modest fee. 25

PRELIMINARY & CONFIDENTIAL Special Committee Process & Next StepsFounding Partners lead throughout every step of the process 26 Summary Illustrative Considerations Step 1 Work with legal advisor to determinethe optimal process Review of Special Committee charterConfirm Family Stockholders will not sell shares of ISC or vote in favor ofany alternative sale, merger, or other extraordinary corporate transactionDefine extraordinary corporate transaction Step 2 Determine appropriate diligence process and conduct due diligence to determine standalone value of ISC based on Company’s internal plan Internal plan analysis to include growth initiatives, capital expenditures, opportunities, and risksInterviews with NASCAR and ISC management teams to ascertain strategic benefits of joining operationsDiscussions with Special Committee membersStrategic and financial alternatives analysis (as required by process): operating / investment alternatives; structural alternatives; competing transaction / market check If required, conduct analysis ofstrategic alternatives Step 3 Analyze minority shareholder constituency and develop optimal communications strategy, in collaboration with legal advisor Who are the majority of the minority, and what relationship do members have to the France Family, if any?How should the Special Committee handle direct contact from minority constituents? Step 4 Report back to Special Committee to discuss analysis and determine next steps Based on analysis of offer, ISC standalone valuation, and alternatives, how should the Special Committee, along with its financial and legal advisors, engage NASCAR in response to the offer?Iterative follow-up diligence and analysis based on Special Committeediscussions and review of key assumptions Step 5 With Special Committee approval, negotiation of offer terms Negotiations require careful handling with respect to long-standing partnership between NASCAR and ISC Management

PRELIMINARY & CONFIDENTIAL Comparable Companies Operating and trading statistics % of Equity Agg. AV / Re ve nue (3) AV / EBITDA (3) P ric e / Ea rnings (4) Re ve nue Growth Y oY EBITDA Ma rgin EP S Growth Y oY De bt/ Sourc e s: Ca pita l IQ, Compa ny filings, a nd Wa ll Stre e t Re se a rc hShare prices and consensus estimates as of 1/2/2019Market capitalization plus net debt (includes non- controlling interests and preferred equity if applicable)Revenue & EBITDA multiples less than 0.0x and greater than 50.0x considered NMP/Emultiples less than 0.0x and greater than 50.0x considered NMNote: Speedway Motorsports projections per Wells Fargo research (8/16/2018) Compa ny Na me P ric e ( 1) 5 2 W High V a lue V a lue ( 2 ) 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E EBITDA IS C (Curre nt) $ 4 3 . 0 7 86% $ 1, 9 0 0 1, 8 8 0 2 . 7 x 2 . 6 x 8 . 1x 7 . 5 x 2 0 . 2 x 19 . 8 x 3 . 8 % 3 . 7 % 3 3 . 0 % 3 4 . 5 % 10 . 9 % 2 . 2 % 1. 1x IS C (P re - NAS CAR Offe r) $ 3 9 . 5 0 79% $ 1, 7 4 2 1, 7 2 3 2 . 5 x 2 . 4 x 7 . 1x 6 . 8 x 18 . 8 x 18 . 7 x 3 . 7 % 3 . 7 % 3 4 . 6 % 3 4 . 7 % 9 . 5 % 0 . 5 % 1. 1x Motorsports Speedway Motorsports $15.81 75% $646 $766 1.6x 1.6x 6.3x 6.1x 15.2x 14.5x 2.2% 2.2% 25.9% 26.0% 1.0% 4.8% 1.5x Dover Motorsports $2.00 87% $73 $74 NA NA NA NA NA NA NA NA NA NA NA NA 0.1x Me a n 8 1% 1. 6 x 1. 6 x 6 . 3 x 6 . 1x 15 . 2 x 14 . 5 x 2 . 2 % 2 . 2 % 2 5 . 9 % 2 6 . 0 % 1. 0 % 4 . 8 % 0 . 8 x Me dia n 8 1% 1. 6 x 1. 6 x 6 . 3 x 6 . 1x 15 . 2 x 14 . 5 x 2 . 2 % 2 . 2 % 2 5 . 9 % 2 6 . 0 % 1. 0 % 4 . 8 % 0 . 8 x Ente rta inme nt Fa c ility P rovide rs Six Flags Entertainment $56.03 76% $4,797 $7,305 4.7x 4.5x 12.2x 11.3x 19.3x 17.2x 5.5% 5.2% 38.4% 39.4% 12.0% 12.2% 3.8x Churchill Downs $242.44 77% $3,297 $4,051 3.2x 3.1x 10.5x 10.0x 17.8x 16.6x 25.4% 4.2% 30.5% 30.8% 4.4% 7.1% 2.6x Eldorado Resorts $37.95 75% $2,941 $5,728 2.0x 2.0x 7.8x 7.2x 10.0x 13.4x 36.1% 0.3% 26.1% 28.1% 108.3% (25.5%) 6.6x Cedar Fair $47.23 67% $2,670 $4,141 3.0x 2.9x 8.5x 8.2x 13.9x 13.2x 3.7% 3.5% 35.1% 35.1% 11.0% 5.5% 3.6x Penn National Gaming $19.45 53% $2,348 $6,649 1.3x 1.2x 4.3x 4.1x 12.9x 9.5x 46.9% 1.8% 29.3% 30.4% 45.2% 35.1% 5.1x SeaWorld Entertainment $22.93 71% $1,993 $3,380 2.4x 2.3x 8.1x 7.6x 19.6x 15.8x 3.0% 2.5% 29.6% 30.8% 41.0% 23.9% 3.9x Tokyotokeiba $24.81 55% $708 $735 3.3x 3.0x 7.3x 5.8x NA NA 8.8% 8.7% 44.9% 52.0% NA NA 1.9x Me a n 68% 2 . 8 x 2 . 7 x 8 . 4 x 7 . 7 x 15 . 6 x 14 . 3 x 18 . 5 % 3 . 8 % 3 3 . 4 % 3 5 . 2 % 3 7 . 0 % 9 . 7 % 3 . 9 x Me dia n 7 1% 3 . 0 x 2 . 9 x 8 . 1x 7 . 6 x 15 . 9 x 14 . 6 x 8 . 8 % 3 . 5 % 3 0 . 5 % 3 0 . 8 % 2 6 . 5 % 9 . 7 % 3 . 8 x Movie Cine ma s, The a te rs & Othe r Cineworld Group $3.22 42% $4,412 $8,062 1.7x 1.6x 7.6x 7.2x 10.4x 9.2x 18.6% 3.2% 22.4% 22.7% 18.8% 13.1% 8.2x Cinemark $36.89 84% $4,284 $5,967 1.8x 1.7x 7.5x 7.3x 15.4x 14.7x 3.8% 4.2% 24.3% 24.0% 12.7% 4.8% 2.6x AMC $12.89 60% $1,334 $6,441 1.1x 1.1x 6.9x 6.7x 28.3x 28.6x 3.3% 2.6% 16.5% 16.6% NM (1.1%) 5.7x Marcus Corporation $39.58 89% $1,156 $1,446 2.1x 2.0x 9.6x 9.0x 19.8x 18.4x 0.7% 5.1% 21.4% 21.8% 6.7% 7.5% 2.1x Reading International $14.59 83% $336 $494 1.5x 1.4x 8.2x 7.3x NA NA 8.1% 6.6% 18.2% 19.2% NA NA 3.5x Me a n 72% 1. 6 x 1. 6 x 8 . 0 x 7 . 5 x 18 . 5 x 17 . 7 x 6 . 9 % 4 . 3 % 2 0 . 6 % 2 0 . 8 % 12 . 7 % 6 . 1% 4 . 4 x Me dia n 83% 1. 7 x 1. 6 x 7 . 6 x 7 . 3 x 17 . 6 x 16 . 5 x 3 . 8 % 4 . 2 % 2 1. 4 % 2 1. 8 % 12 . 7 % 6 . 1% 3 . 5 x 28

PRELIMINARY & CONFIDENTIAL Comparable Company Growth Regression Source: CapIQ as of 1/2/2019Note: Excludes Dover Motorsports (no broker estimates), Tokyotokeiba, Reading International 29 ISC (Pre-NASCAR Offer) Speedway Motorsports Six Flags Entertainment Churchill Downs Eldorado Resorts Cedar Fair Penn National Gaming SeaWorld Entertainment Cinemark AMC Marcus Corporation ISC (Current) Cineworld Group y = 89.991x + 4.7479R² = 0.4749 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x 12.0x - 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 2020 EBITDA Multiple 2020 Rev. Growth Unaffected ISC (Pre- NASCAR Offer) EBITDA Multiple ± 1/2 standard deviation

PRELIMINARY & CONFIDENTIAL Shareholder Analysis Obtaining approval from the majority of the minority requires at least 15 investors Sources: Total share counts for class A and class B per 3Q’18 10-Q; France Family share counts per James France Form 4 (10/15/2018); Individual entity share counts per CapIQ / Company filings as of 12/16/2018 30 Shares % of Economics Votes Total % of VotesNon-France Cum. Non-France Class A Total 44,107,694 100% 6,325,804 100% 100% - France FamilyNon-France Family 226,382 0.5% 45,276 0.2% - - BlackRock 2,736,035 6.2% 547,207 2.2% 8.7% 8.7% Vanguard 2,303,698 5.2% 460,740 1.9% 7.3% 15.9% Paradice Investment 2,007,991 4.6% 401,598 1.6% 6.3% 22.3% Lindsell Train 993,100 2.5% 308,620 1.3% 4.9% 27.2% Macquarie Investment 1,435,384 3.3% 287,077 1.2% 4.5% 31.7% Renaissance Technologies 1,243,366 2.8% 248,673 1.0% 3.9% 35.6% Northern Trust Global Investments 1,095,222 2.5% 219,044 0.9% 3.5% 39.1% State Street Global Advisors 825,489 1.9% 165,098 0.7% 2.6% 41.7% Norges Bank Investment 727,401 1.6% 145,480 0.6% 2.3% 44.0% Mawer Investment Management 687,232 1.6% 137,446 0.6% 2.2% 46.2% Ariel Investments 670,178 1.5% 134,036 0.5% 2.1% 48.3% BNY Mellon Asset Management 370,878 0.8% 74,176 0.3% 1.2% 49.5% Arrowstreet Capital 338,711 0.8% 67,742 0.3% 1.1% 50.5% Sparinvest 322,180 0.7% 64,436 0.3% 1.0% 51.6% Geode Capital 257,320 0.6% 51,464 0.2% 0.8% 52.4% Other 8,202,808 18.6% 1,640,562 6.7% 24.2% - Total NFF (A) 24,216,993 54.9% 4,843,399 19.7% 76.6% - Class B France Family 18,181,913 41.2% 18,181,913 74.1% - - Non-France FamilyLindsell Train 110,000 2.5% 308,620 1.3% 4.9% - Oldfield Partners 298,931 0.7% 298,931 1.2% 4.7% 57.1% Saunders, John R. 11,286 0.0% 11,286 0.0% 0.2% 57.3% Brown, J. Hyatt 9,000 0.0% 9,000 0.0% 0.1% 57.4% CapFinancial Partners 6,000 0.0% 6,000 0.0% 0.1% 57.5% Crotty, W. Garrett 2,784 0.0% 2,784 0.0% 0.0% 57.6% Harris, Christy F. 150 0.0% 150 0.0% 0.0% 57.6% The MassMutual Trust Company 100 0.0% 100 0.0% 0.0% 57.6% Wolfe, Daryl Q. 90 0.0% 90 0.0% 0.0% 57.6% Other 1,044,065 2.4% 1,044,065 4.3% 13.4% - Total NFF (B) 1,482,406 3.4% 1,482,406 6.0% 23.4% - Lindsell Train has cumulative figures for all columns except share count Total shares represents both France and NFF while total votes represents only NFF votes

PRELIMINARY & CONFIDENTIAL $MM (except per share) AmericaLtd. Communications L.P. Services Date Target Buyer %Acq. Trans. Value Implied Offers Equity Val. Agg. Val. First Final %Incr. Months From First Offer Premium to: Final Offer Premium to: First OfferUnaffected 30 Day Avg LTM High Unaffected 30 Day Avg LTM High to Announce Target Industry 1/4/2010 Alcon Novartis AG 23% $11,798 $51,230 $48,215 $153.00 $168.00 10% (7%) (6%) (8%) 2% 4% 1% 12 Health Care 4/20/2009 The Pepsi Bottling Group PepsiCo 67% 5,283 7,865 14,411 $29.50 $36.50 24% 17% 29% (16%) 45% 60% 4% 3.6 Beverages 12/13/2012 Clearwire Corp. Sprint 50% 3,747 7,517 11,966 $2.60 $2.97 14% 23% 24% (12%) 40% 42% 0% 0.9 Telecom Services 6/2/2010 Gerdau Ameristeel Corp. Gerdau Steel North 34% 1,607 4,768 6,604 $11.00 $11.00 - 48% 47% 14% 48% 47% 14% 1.0 Steel 9/4/2009 Odyssey Re Holdings Corp. Fairfax Financial Holdings 27% 1,041 3,799 – $58.00 $65.00 12% 16% 20% 6% 30% 35% 19% 1 Insurance 4/20/2009 PepsiAmericas PepsiCo 57% 2,009 3,548 6,002 $23.27 $28.50 22% 17% 29% (14%) 43% 58% 6% 4 Beverages 11/28/2012 Danfoss Power Solutions Danfoss A/S 24% 691 2,833 3,025 $49.00 $58.50 19% 24% 24% (13%) 49% 48% 4% 3 Agriculture 2/29/2016 Federal-Mogul Icahn Enterprises Holdings 18% 304 1,690 4,557 $7.00 $9.25 32% 41% 63% (50%) 86% 116% (34%) 6 Auto Components 6/29/2009 First Advantage Corp. First American Corp. 20% 308 1,522 1,531 $14.04 $19.47 39% 15% 8% (25%) 59% 50% 4% 3 Application HostingServices 6/11/2013 Dole Food Company David Murdock 60% 737 1,220 1,493 $12.00 $13.50 13% 22% 14% (21%) 37% 29% (11%) 3 Agricultural Products 11/1/2010 CNA Surety Corp. Continental Casualty Co. 38% 456 1,194 – $22.00 $26.55 21% 15% 18% 11% 39% 43% 34% 6 Insurance 12/22/2009 Danfoss Power Solutions Danfoss A/S 24% 165 678 1,199 $10.10 $14.00 39% 20% 10% (0%) 66% 52% 38% 4 Agriculture 3/7/2016 National Interstate Corp. American Financial Group 49% 313 642 – $30.00 $32.50 8% 33% 28% (2%) 44% 38% 7% 5 Insurance 11/15/2010 Mediacom Rocco Commisso 60% 361 597 3,920 $6.00 $8.75 46% 13% 3% (18%) 64% 50% 20% 6 Cable and Satellite 2/5/2014 National Interstate Corp. American Financial Group 48% 286 592 – $28.00 $30.00 7% 26% 22% (23%) 35% 31% (17%) 1 Insurance 9/23/2009 Ligado Networks Harbinger Capital Partners 51% 278 544 1,496 $4.00 $5.00 25% 21% 24% (20%) 52% 55% - 1 Telecom Services 6/13/2011 M&F Worldwide Corp. MacAndrews & Forbes 57% 277 483 2,511 $24.00 $25.00 4% 42% 15% (22%) 47% 20% (19%) 3 Commercial andProfessional Services 3/7/2017 Handy & Harman Steel Partners Holdings 37% 171 459 705 $29.00 $35.00 21% - 12% (3%) - 35% 17% 4 Steel 3/25/2009 Hearst Television Hearst Broadcasting 18% 76 422 1,217 $4.00 $4.50 13% 91% 126% (84%) 115% 154% (82%) 1 Broadcasting 11/3/2009 Landry's Tim Fertitta 45% 179 398 1,460 $13.00 $24.50 88% 24% 20% 1% 133% 126% 90% 8 Full ServiceRestaurants 3/23/2009 Cox Radio Cox Media Group 22% 82 382 765 $3.80 $4.80 26% 15% (10%) (71%) 45% 14% (63%) 1 Broadcasting 8/1/2016 Affinity Gaming Z Capital Management 59% 217 369 668 $15.00 $17.35 16% - - - - - - 1 Casinos and Gaming 11/15/2012 Bluegreen Vacations Corp. BFC Financial 46% 146 318 829 $2.18 $4.64 113% (3%) 7% (54%) 107% 128% (2%) 1 Hotels And Motels 4/3/2015 Affinity Gaming Z Capital Management 61% 185 306 515 $9.75 $15.00 54% - - - - - - 10 Casinos and Gaming 12/12/2016 Alliance Healthcare Fujian Thaihot Investment 49%Services Co. 72 147 801 $9.60 $13.25 38% 20% 27% (1%) 66% 75% 37% Health Care4 Equipment and 7/9/2009 XO Holdings ACF Industries Holding 47% 69 146 871 $0.55 $0.80 45% 90% 76% (30%) 176% 156% 1% 4 CommunicationServices 7/22/2010 BlueLinx Holdings Cerberus CapitalManagement 45% 58 131 559 $3.40 $4.00 18% 35% 24% (46%) 59% 46% (37%) 3 Building ProductDistribution Precedent Minority Squeeze-Out TransactionsLast 10 years 40th Percentile 18% 20% 19% (20%) 46% 45% 1% 3.1 Gray Indicates Cancelled Transactions Average 28% 27% 26% (20%) 62% 60% 1% 3.7 Median 21% 21% 22% (16%) 48% 48% 4% 3.5 60th Percentile 24% 24% 24% (12%) 58% 51% 5% 3.6 Sources: CapIQ as of 1/2/2019 and Company Filings 31

PRELIMINARY & CONFIDENTIAL DBO FormulaHighly ExperiencedBankersClient-FocusedConflict-Free AdviceConfidentialityInnovation The DBO Partners’ Model 33

PRELIMINARY & CONFIDENTIAL Gordon DeanFounding Partner Gordon Dean began his professional career as a securities lawyer in Washington, DC. He joined Morgan Stanley in 1986 where he rose to become a Managing Director and Vice Chairman of Investment Banking. He ran the San Francisco Investment Banking operations and was co-head of the firm's Western Region.Mr. Dean has completed over 125 transactions, totaling over $100 billion of financing and mergers and acquisitions for many of the Firm's clients including Albertson's, BankAmerica Corporation, Boeing, Charles Schwab, Clorox, Coinstar, Consolidated Rail, Del Monte, KKR, Levi Strauss, McKesson, Molson Coors, PACCAR, Safeway, TPG, Transamerica, Univar, URS, and Wells Fargo.He has served on the Board of Regents of Georgetown University as well as the Board of Directors of Engineering Change, KnowledgeBeat, and the San Francisco Golf Club. Mr. Dean also served on the Board of the San Francisco Opera and was Chairman of the San Francisco Zoological Society. 34

PRELIMINARY & CONFIDENTIAL Mark BradleyFounding Partner Mark Bradley is a Founding Partner of Dean Bradley Osborne. He started his career with Morgan Stanley in 1985 after graduating from The University of California at Berkeley with a BS in Business Administration. He worked for two years as an analyst in the Firm's Mergers & Acquisitions department. From 1987 to 1989 he attended Stanford Business School where he earned his Masters in Business Administration. He returned to Morgan Stanley in 1989 as an associate in the Corporate Finance department. Mark was the Global Head of MorganStanley’s Financial Sponsors coverage group for eleven years before becoming Chairman of the Group in 2011.As Head of the Financial Sponsors Group, Mark was responsible for managing all of Morgan Stanley’s relationships with private equity firms globally. He has been involved in many of the largest and most complex LBOs. In addition, he has had the privilege of advising many private equity firms on financing and strategic opportunities at the GP level. Notable transactions where Mark was involved include the $45Bn LBO of TXU, $20Bn merger of Seagate and Veritas and thesubsequent $2Bn LBO of Seagate’s disk drive business, $12Bn LBO of NXP,$11Bn LBO of SunGard and the $8Bn LBO of Avaya. At the GP level, Mark was involved in the $5Bn IPO of KPE, the subsequent merger of KKR and KPE and relisting of KKR on the NYSE, IPO of Blackstone, and the sale of a minority stake in TPG to CDB. 35

PRELIMINARY & CONFIDENTIAL Nick OsborneFounding Partner 36 Nicholas Osborne’s banking career spans 31 years. Prior to co-founding DBO Partners, he was a Managing Director and Head of Global Technology Mergers & Acquisitions at Morgan Stanley. In this role he was responsible for managing relationships and advising on M&A transactions for leading global technology companies including Advanced Micro Devices, Applied Materials, Arcsight, Atmel, CNET, eBay, Electronic Arts, Ingram Micro, Intuit, Oracle, Omniture, Qlogic, Rightnow, Sandisk, Semtech, and Zappos. He has completed transactions valued in excess of $100 billion and has extensive experience representing both buyers and sellers, structuring and negotiating significant JV’s, and advising on activist and hostile situations.Prior to joining Morgan Stanley’s Technology M&A Group in 1996, Mr. Osborne was a Vice President in the Financial Sponsor Group at Morgan Stanley and an Associate in the High Yield Finance Group at First Boston in New York City. In these roles he worked with leading private equity firms and their portfolio companies as well as large public companies structuring and executing leveraged buyouts, initial public offerings and highly leveraged financings. Prior to attending business school, he completed the management program and was a corporate finance officer focused on large multinational clients at JP Morgan in New York City.Mr. Osborne is a graduate of Williams College with a BA in Economics and of theTuck School of Business Administration at Dartmouth College with an MBA.

Exhibit (c)(3)

January 21 Special Committee Discussion Materials PRELIMINARY & CONFIDENTIAL

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Process Update 2. Review of Outlook for Business 3. Preliminary Valuation Analysis 4. Potential Alternatives 5. Negotiation Strategy & Next Steps 6. Appendix A: Supporting Materials I I I I II V I A V 2

PRELIMINARY & CONFIDENTIAL Objectives Update the Special Committee on the diligence that DBO hascompleted (and work that still needs to be done) 1 Present our preliminary thoughts on the Management Plan and standalone valuation of ISC 2 Discuss potential alternatives to the Management Plan for creatingshareholder value 3 Discuss our recommended strategy for responding to NASCAR’s bid 4 4

PRELIMINARY & CONFIDENTIAL Diligence Update 5 DBO has conducted extensive due diligence on ISC including:Review of recent Board PresentationsReview of Management’s Growth and Development PlansReview of Management’s Capital Allocation PlanDiscussions with Management regarding financial projections and historical performanceAnalysis of historical and projected attendance and viewership trendsReview of public estimatesReview of significant legal agreements, including Sanction Agreements, sponsorship contracts, and other corporate partner agreementsIn addition, DBO has met with and / or had calls with the following members of the Senior Management Team of ISC: John Saunders, PresidentJoie Chitwood, EVP & COODaryl Wolfe, EVP, Chief Marketing OfficerCraig Neeb, Chief Innovation & Development Officer Discussion of additional diligence opportunities Greg Motto, EVP, CFO & TreasurerBen Odom, VP, Deputy General CounselJeff Boerger, VP, Corp. DevelopmentAlex Frangoulis, MD, Financial Planning & Analysis

PRELIMINARY & CONFIDENTIAL Review of Outlook for ISC: Operational 7 ISC Management and the Board of Directors spend a significant amount of time reviewing the various opportunities and challenges facing the business and planning for the future Major Variables Historical Management Plan Projections Broadcast Very stable, predictable revenue source in the near termAttractive escalator clauseOver 50% of revenue Biggest variable facing the CompanyManagement has modeled several possible future broadcast outcomes:40% increase from 2015 contract valueReset 2025 to 2015 contract valueReduce 2025 to 25% discount to 2015 value Admissions 2014A: $130MM vs 2018E: $109MM, a (15.7%) decline5 year CAGR of (4.2%)Ticket prices have remained relatively constant2018 attendance at Cup events down ~10% with a third of the decline attributable to weather 2019 revenues up 3.3%, with increases in both admissions and, to a lesser extent, pricing (e.g., 1.3% vs. 0.3% increase in grandstands admissions and pricing, respectively)Slight increases of 0.5% every year thereafterPositive impact from investments in improving live fan experience“Greatest risk to 2019 plan is from attendance” Sponsorships & Advertising Despite challenge in replacing Sprint’s exit, Company has grown revenues from 2014A: $61MM to 2018E: $73MM, a 19.9% increase Modest growth in baseline sponsorships of ~1% to 2% annually as volume of deals from integrated model offsets declines in corporate partner spendingLoss of a top sponsor in 2019 or sponsor renewal opportunity in 2023 not fully modeled into Management Plan Food, Beverage& Merchandise Trends with attendance2014: $73MM vs. 2018E: $36MM, a (50.2%) decline, due largely to multiple changes in merchandise partners (ISC- SMI JV then shift to integrated model with Fanatics then shift again to MainGate)5 year CAGR of (16.0%) 2019 revenues up 27.8%, with ~$10MM revenue contribution from Racing Electronics and stabilization in merchandise partner modelSlight increase every year thereafter

PRELIMINARY & CONFIDENTIAL Review of Outlook for ISC: Operational Management is forecasting that strategic initiatives will result in improved financial performance FYE 11/30, $MM Historical 5 Year Projected 5 Year 2014A 2015A 2016A 2017A 2018E CAGR 2019E 2020E 2021E 2022E 2023E CAGR Broadcast (TV & Ancillary Rights) $302.9 $314.5 $326.8 $339.1 $352.5 3.9% $365.6 $380.2 $394.6 $409.6 $431.6 4.2% % Growth 3.5% 3.8% 3.9% 3.8% 4.0% 3.7% 4.0% 3.8% 3.8% 5.4% % of Total 46.5% 48.7% 49.4% 50.5% 52.2% 51.8% 52.2% 52.9% 53.6% 55.5% Admissions 129.7 130.2 123.5 121.5 109.4 (4.2%) 113.0 113.6 114.2 114.9 115.5 0.6% % Growth (53.1%) 113.8% (5.1%) (1.6%) (10.0%) 3.3% 0.6% 0.5% 0.5% 0.5% % of Total 9.3% 20.2% 18.7% 18.1% 16.2% 16.0% 15.6% 15.3% 15.0% 14.9% Sponsorship & Advertising 60.9 63.4 72.4 71.6 73.0 4.6% 77.0 78.4 79.7 80.9 69.7 (2.5%) % Growth (6.5%) 4.2% 14.1% (1.1%) 2.0% 5.5% 1.9% 1.6% 1.6% (13.9%) % of Total 9.3% 9.8% 10.9% 10.7% 10.8% 10.9% 10.8% 10.7% 10.6% 9.0% Food, Beverage, & Merchandise 72.9 47.3 42.0 41.3 36.3 (16.0%) 46.3 47.0 47.4 47.8 48.2 1.0% % Growth 65.5% (35.1%) (11.2%) (1.6%) (12.2%) 27.8% 1.5% 0.8% 0.8% 0.8% % of Total 11.2% 7.3% 6.3% 6.1% 5.4% 6.6% 6.5% 6.4% 6.3% 6.2% All Other 85.6 90.1 96.4 98.0 103.8 4.9% 104.0 109.8 110.5 111.3 112.1 1.9% % Growth 5.5% 5.2% 7.0% 1.7% 5.9% 0.2% 5.6% 0.7% 0.7% 0.7% % of Total 13.1% 14.0% 14.6% 14.6% 15.4% 14.7% 15.1% 14.8% 14.6% 14.4% Total Revenue $651.9 $645.4 $661.0 $671.4 $674.9 0.9% $706.0 $729.1 $746.4 $764.5 $777.1 2.4% % Growth 6.4% (1.0%) 2.4% 1.6% 0.5% 4.6% 3.3% 2.4% 2.4% 1.6% 8

PRELIMINARY & CONFIDENTIAL Review of Outlook for ISC: Broadcast Source: Management Plan Renegotiation of the broadcast agreement could have a significant impact on the operational performance of ISC 9 Year 2026 Management Identified Outcomes Broadcast Agreement: +40% Increase Reset to 2015 25% Disc. to2015 Total Revenue $829.1 $681.0 $599.9 Adj. EBITDA $298.9 $228.6 $190.2 Net Income $136.9 $84.1 $55.2 Diluted EPS $3.46 $2.12 $1.39

PRELIMINARY & CONFIDENTIAL Precedent Broadcast Agreements with Major NetworksConsistent contract growth, despite declines in attendance and viewership, support upside case Sources: SportsBusiness Resource Guide Live; JP Morgan; ISC Admissions and Management Plan(1) Multiple calculated by current contract average annual value over prior contract average annual value 10 Increase Relative to Prior Contract(Based on Annual Value) +40% Increase Reset to 2015 25% Disc. to 2015 Management Identified Outcomes from Broadcast in 2025 $MMLeague Networks Start End Term TotalValue Value AnnualMultiple YoY Growth Attendance % Change Regular Season Viewership Trend in Year(s) Prior to New Contract Announcement CBS/FOX/NBC/ESPN 2006 2013 8 24,829 3,104 1.4x 41.1% 1.3% '09 - '13 Declined by (2%) in the years preceding both the CBS/FOX/NBC/ESPN 2014 2022 5-9 38,350 4,766 1.5x 54% (1.5%) '13 - '17 '06 and '14 contract negotiations FOX/ESPN/TBS 2007 2013 7 4,608 658 1.2x 16% 0.8% '09 - '13 Up 40% YoY preceding '12 announcement for '13 FOX/ESPN/TBS 2014 2021 8 12,400 1,550 2.4x 136% (5.9%) '13 - '18 - '21 contract | Down (2%) from '14 to '17 ABC/ESPN/TNT 2008 2015 8 7,440 930 1.2x 21% 1.8% '09 - '15 Down from '07 - '08 season by (31%) and (18%) ABC/ESPN/TNT 2016 2024 9 23,400 2,600 2.8x 180% 0.9% '15 - '18 in '12 - '13 and '13 - '14 seasons, respectively FOX/ABC/ESPN 2006 2014 8 4,800 600 1.5x 50% (17.0%) '09 - '14 Down (16%) and (20%) on FOX and ABC/ESPN, FOX/NBC 2015 2024 10 7,802 780 1.3x 30% (23.0%) '15 - '18 respectively, from '08 to '13 seasons ` 1.2x 1.2x 1.5x 1.4x 1.5x 2.4x 2.8x 1.3x 1.4x 1.2x 1.0x 1.9x 2.1x 3.1x 1.0x 1.0x0.5x0.0x 1.5x 2.0x 2.5x 3.0x 3.5x

PRELIMINARY & CONFIDENTIAL Review of Outlook for ISC: Capital Deployment 11 Source: Company materials ISC Management and the Board of Directors have developed a capital allocation plan that contemplates significant facility reinvestment, investment in ancillary opportunities, returning capital to shareholders while maintaining dry powder for strategicacquisitions / development opportunities Existing Facilities Investment ($500MM) Capital Allocation Plan: $500MM spread over 2017 – 2021Requires ongoing Board approval to release fundsRichmond Infield – annualized $1.9MM EBITDA lift by 2019Phoenix Redevelopment – annualized $8.9MM EBITDA lift by 2019Talladega Infield – annualized $3.5MM EBITDA lift by 2020 Development Projects ($120MM) Capital Allocation Plan: $120MM spread over 2017 – 2021ONE Daytona – $5.3MM EBITDA lift by 2019Racing Electronics – $2.3MM EBITDA lift by 2019 Return of Capital ($280MM) Capital Allocation Plan: $280MM returned to shareholders from 2017 – 2022Forecasting ~$35MM per year of repurchasesForecasting ~$0.02 increase in annual dividend from 2018E rate of $0.47 per shareDividend yield on stock greater than 1% has increased base of potential institutional investors Cash / Debt Management Company has investment grade ratingProjected cash balance end of year 2018E is $275MM (and is over $500MM by 2022)Current net debt of ($17.5MM)Ability to meet cash needs even in downside scenarioSignificant dry powder should interesting strategic alternatives arise

PRELIMINARY & CONFIDENTIAL Review of Outlook for ISC: Additional Variables 12 (1) Assumes no revenue is recognized from Kansas but that cash distributions are included in EBITDA The following variables that are not currently factored into the Management Plan could provide additional upside / downside Others Variables Historical Management Plan Projections SanctionAgreements 65% / 25% / 10% for broadcast revenues Same, including new agreements to be negotiated in 2020 Development Opportunities Kansas, Daytona, Richmond, and Phoenix investment contributing to financial performance ~$80MM of incremental revenues and ~$70MM of EBITDA by 2020 (1)No specific development opportunities modeled (e.g., Richmond multi-use sports facility and “ONE Daytona” of Kansas) New Revenue Streams Limited revenues from digital, video gaming / simulation, and sports betting (online and in-venue) Same, with no incremental revenue in forecastManagement is assessing opportunities in these areas, particularly launching mobile and in-venue sports betting Economy Attendance in part impacted by weakened consumer spending among fan baseCorporate spending declines during historical downturn reflected in historical financials Management has stated, “The 2019 Budget has been prepared assuming no significant changes in the US and global economies”

PRELIMINARY & CONFIDENTIAL Management Plan vs. Street Estimates (1) Citigroup does not add back cash distributions from equity investments to adjusted EBITDA 13 Internal Q4 estimates are below the Street. Current offer for NASCAR may mitigate any negative stock price impacts. Company projections are above Street estimates in future years Proje cted FYE 11/30, $MM Q4'18E FY2018E FY2019E FY2020E FY2021E FY2022E Revenue Management $195 $675 $706 $729 $746 $765 Citigroup 197 677 700 727 – – Wells Fargo 200 680 710 730 747 765 Street Average $198 $678 $705 $729 $747 $765 % Inc. / (Dec.) from Street (1.8%) (0.5%) 0.2% 0.1% (0.1%) (0.1%) Adjusted EBITDA Management $68 $232 $249 $260 $267 $274 Citigroup (1) 47 210 215 215 – – Wells Fargo 72 236 243 252 257 263 % Inc. / (Dec.) from WF (5.4%) (1.6%) 2.6% 3.4% 3.7% 4.0% Diluted EPS Management $0.62 $1.85 $2.17 $2.44 $2.62 $2.76 Citigroup 0.68 1.91 2.07 2.10 – – Wells Fargo 0.71 1.94 2.13 2.26 2.34 2.43 Street Average $0.70 $1.93 $2.10 $2.18 $2.34 $2.43 % Inc. / (Dec.) from Street (11.4%) (4.1%) 3.4% 12.0% 12.1% 13.7%

PRELIMINARY & CONFIDENTIAL Research Analyst SummaryOnly two bulge bracket firms cover ISC Source: Broker reports and Management Plan Low $37 $197 $698 $727 3% $47 $215 $215 4% $0.68 $1.96 $2.10 1% Mean 40 197 703 728 3% 61 235 245 4% 0.68 2.10 2.23 7% Median 39 197 701 727 3% 60 233 252 4% 0.69 2.10 2.11 6% High 44 200 710 730 4% 72 243 254 4% 0.71 2.18 2.26 8% Research Report Valuation Price Firm Date Rating Methodology Target Revenue EBITDA Non-GAAP EPS Q4'18 FY19E FY20E % Growth Q4'18 FY19E FY20E % Growth Q4'18 FY19E FY20E % Growth Management Plan: $195 $706 $729 3% $68 $249 $260 4% $0.62 $2.17 $2.44 13% 10/29/2018 Market Perform NA $40 $200 $710 $730 3% $72 $243 $252 4% $0.71 $2.13 $2.26 6% 10/9/2018 Neutral 18.6x 2019E P/EMultiple $38 $197 $700 $727 4% $47 $215 $215 NA $0.68 $2.07 $2.10 1% 11/11/2018 NA Discounted Cash Flow (8% WACC) $37 $197 $698 NA NA $48 $222 NA NA $0.69 $2.18 NA NA 10/4/2018 Neutral 21.0x 2020E P/EMultiple $44 $197 $702 $727 3% $72 $243 $254 4% $0.68 $1.96 $2.11 8% Discontinued 7/5/2018Coverage Hold AV / EBITDA Multiple $47 $208 $711 $726 2% $77 $254 $261 3% $0.80 $2.20 $2.27 3% 14

PRELIMINARY & CONFIDENTIAL Selected Research Analyst Commentary Source: Broker research reports Key Variables Commentary Strengths Capital Allocation ISC plans to invest roughly $500MM into their facilities through 2021 and we could see an increase in shareholder returns once this “heavy lifting is done”ISC has consistently increased its dividend over the past 12 yearsISC continues to repurchase shares Increased Utilization ISC’s venues could be used for music festivals and other events that could improve utilization Weather Protection Weather Protection Program may help advance ticket sales Concerns TV Deals Lagging attendance not only affects concessions and admissions revenues but also raisesquestions about NASCAR’s ability to negotiate a favorable new TV contract Lagging Interest We remain cautious on NASCAR’s attendance and viewership trends Strengths TV Rating An attractive investment aspect of the industry is that the largest part of Company revenues is locked in through the NASCAR TV broadcast agreement Concerns Maturity of NASCAR Since peaking at $814MM in FY2007, ISC’s revenues declined to $671MM in FY2017 representing an (18%) change ROIC Deterioration Since the mid-2000’s, ROIC has declined to mid-single digit levels TV Ratings Industry revenue declines were driven primarily by a significant reduction in admissions revenues Fan Income NASCAR competes for wallet share of those with lower disposable incomes who are mostsensitive to fluctuations in the economy PT: $38Neutral PT: $40Market Perform 15

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Objectives & Process Update 2. Financial Model Observations 3. Preliminary Valuation & Sensitivity 4. Potential Alternatives 5. Negotiation Strategy & Next Steps 6. Appendix A: Supporting Materials I II III IV A V 16

PRELIMINARY & CONFIDENTIAL Valuation Considerations / Observations 17 DBO Partners has reviewed valuations based on ISC’s Management Plan and street estimatesImportantly we have evaluated the standalone value of ISC – the value is highly dependent on the expected value to ISC of the next broadcast agreementWe have conducted sensitivity analysis for certain variables to allow the Special Committee to understand the impact of these variables on valuationWe have excluded scenarios that are not available to the Special Committee, including those that would require the sale of the Family Stockholder sharesOur analysis is subject to completing due diligence and determining if any scenarios, synergy considerations, or alternatives deserve additional analysis

PRELIMINARY & CONFIDENTIAL $50 $54 $45 $46 $47 $36 $46 $44 $42 $42 $47 $45 $43 $43 $38 $35 $35 $35 $52 $56 $46 $52 $50 $38 $48 $46 $44 $44 $49 $47 $45 $45 $40 $50 $40 $41 $28 $33 $38 $43 $48 $53 $58 Median / VWAP for Historical Trading Ranges Offer:$42.00 Current:$44.12 Earnings (10/4) to Offer (11/8)30 Day LTM NTM EBITDA (LTM) (7.7x-8.0x)NTM EBITDA (L5Y) (7.5x-7.9x) NTM P/E (LTM) (20.9x-21.8x) NTM P/E (L5Y) (21.8x-22.7x) First Offer (30D Avg.)(19.4%-24.0%)Final Offer (30D Avg.)(44.6%-50.9%)Final Offer (LTM High)(0.6%-4.8%) NTM EBITDA (LTM) (7.7x-8.0x) NTM EBITDA (L5Y) (7.5x-7.9x) NTM P/E (LTM) (20.9x-21.8x) NTM P/E (L5Y) (21.8x-22.7x) DCF Base Case - WACC(9.0%-8.0%) Final to Unaffected(19.9%-28.2%)Final to 30 Day Avg.(23.1%-40.2%) Unnaffected:$39.06 Analyst Price Target(Citi & Wells Fargo) (1) Valuation Considerations Note: Ranges for premiums / multiples represent 40th and 60th percentiles Sources: CapIQ as of 1/18/2019; Company financials; Broker research(1) For DCF, value shown represents WACC used in Base Case 18 Methodologies Historical Multiple Ranges Existing Shareholder Buyout M&A Management Street Projections Forecasts DCF Historical Analyst TradingPT Ranges Precedent Transactions

PRELIMINARY & CONFIDENTIAL ISC LTM Share Price PerformanceCurrent offer below LTM average trading price 19 Share Price Prem. / Disc. to NASCAR Purchase Offer Share Price Prem. / Disc. Day Prior to Announce VWAP $39.22 7.1% Prior 30 Day VWAP $37.27 12.7% Prior 60 Day VWAP $39.88 5.3% Prior 90 Day VWAP $41.16 2.0% Prior 180 Day VWAP $42.46 (1.1%) LTM VWAP $42.26 (0.6%) LTM Low $35.12 19.6% LTM High $49.95 (15.9%) $40.95 $42.65 $45.35 $42.26 $39.06 38.00 41.00 44.00 47.00 35.00Jan-18 Apr-18 Jun-18Note: VWAP per CapIQ calculation; LTM low and high represent intraday trading prices Source: CapIQ as of 1/18/2019 Aug-18 Oct-18 Jan-19 Closing Share Price Trading Day Prior to Key Event Announcement NASCAR Purchase Price Offer: $42.00 ISC SharePrice ($USD)50.00 11/9/2018:NASCAR madepublic bid at $42.00 10/4/2018: Announced Q3'18 earnings; lowered 2018 guidance Current:$44.41 1/25/2018: Announced FY17 earnings; maintained guidance 4/3/2018: Announced Q1'18 earnings; maintained guidance 7/5/2018: Announced Q2'18 earnings; maintained guidance Earnings Beat / Miss vs. Consensus Estimates Q4'17 Q1'18 Q2'18 Q3'18 RevenueEPS 1.8%4.4% (2.0%)5.4% 1.6%2.4% 4.2%18.2%

PRELIMINARY & CONFIDENTIAL 20 ISC Historical Trading Metrics Company has traded at ~22.0x forward earnings and ~8.0x NTM EBITDA Share Price (1) AV / NTM EBITDA Forward P/E 7.5x 8.5x8.0x 10.0x9.5x9.0x 7.0x6.5x6.0xJan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Current: 8.3x60%: 7.9xMedian: 7.7x40%: 7.5x $35 $40 $45 $50 $30$25Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Current:$44.4160%: $35.95Median:$34.90 40%: $33.91 20.0x 22.0x 24.0x 32.0x30.0x28.0x26.0x 18.0xJan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17Note: Current multiple based on consensus projections; Summary statistics for five years prior to initial NASCAR offer date Source: CapIQ as of 1/18/2019(1) Closing share price for each trading day Jul-17 Jan-18 Jul-18 Jan-19 60%: 22.7xMedian: 22.2x40%: 21.8xCurrent: 21.6x

PRELIMINARY & CONFIDENTIAL DCF Analysis 21 WACC AV / NTM EBITDAExit Multiple 8.0% 8.5% 8.9% 9.0% 6.0x $33.29 $32.19 $31.42 $31.14 6.5x $34.57 $33.41 $32.60 $32.30 7.0x $35.85 $34.63 $33.77 $33.47 7.5x $37.13 $35.85 $34.95 $34.63 8.0x $38.42 $37.07 $36.13 $35.80 8.5x $39.70 $38.30 $37.31 $36.96 9.0x $40.98 $39.52 $38.49 $38.12 Illustrative Base Case Valuation @ 8.0x AV / NTM EBITDA Terminal Year 2030E EBITDA $256 Terminal Year 2030E Exit Multiple 8.0x Terminal Value $2,048 PV of Terminal Value $840 PV of Sum of Discounted Cash Flows $750 Implied Aggregate Value $1,590 (-) Net Debt (18) Implied Equity Value $1,608 Implied Growth Rate 6.4% Implied Share Price $36.13

PRELIMINARY & CONFIDENTIAL DEV Sensitivity AnalysisNet present value of future stock price depends on time period analyzed Note: Assumes transaction close 6/30/2019 Sources: Company Materials(1) Represents median value of existing >$1MM sponsors 22 Broadcast Assumptions per Management Implied Share Value (2022E) - Δ from Base Case Description Implied Share Value (2022E) Implied Share Value (2026E) Admissions Sponsorships Sanctions Base:Upside:Downside: Management Forecast: Broadcast TV renewal at same value as previous contract $48.63 $29.01 – – – Broadcast TV renewal at 40% premium to previous contract, ~3% CAGR $44.68 $2.21 $1.64 $3.62 Broadcast TV renewal at 25% discount to previous contract, same historical CAGR $20.23 ($0.66) ($1.98) ($2.84) Case Summary - Illustrative Admissions Sponsorships Sanctions Base:Upside:Downside: 0.5% Admissions revenue growth from 2020 onwards 2% growth from 2020 to 2024 and1% growth onwards 65/25/10 split with ISC getting~53% of the revenue distributed to promoters Attendance flat with WTAP increasing inline with historical CAGR of ~2% Add two large contract sponsors at $2.7MM value each (1) 65/25/10 split with ISC getting 56% of the revenue distributed to promoters Admissions revenue flat Assumes renewals to existing contracts >$1MM at same discount as Coca-Cola deal (14%) 62/28/10 split with ISC getting~53% of the revenue distributed to promoters Broadcast Upside Calculation (2022E) Forward Diluted EPS $2.91 Forward P/E Multiple 22.0x Implied Stock Price $64.11 Discount Rate 9.3% Discounted Stock Price $46.89 Discounted Cum. Dividends $1.74 Implied Share Value $48.63

PRELIMINARY & CONFIDENTIAL $42.00$50.69 $37.27$55.07 $49.95$51.87 $39.06$47.89 $37.27$47.89 $49.95$51.95 48% 4% 23% 29% 4% - 10% 21%20% 30% 40% 50% 60% First OfferPrice Unaffected 30Day Average LTMHigh Unaffected1 Day Unaffected 30Day Average LTMHigh Existing Shareholder Buyouts (1)Median Final Offer Premium to: M&A Transactions (2)Median Purchase Price Premium to: ISC Metric -->Implied Purchase Price --> Summary of Precedent Transactions Precedents suggest a premium to current NASCAR offer Sources: CaplQ and Company filingsIncludes last 10 years of comparable precedent existing shareholder buyouts (n=27); see Appendix A for detailsIncludes last 3 years of precedent $1-3Bn US M&A transactions excl. energy, financial, real estate, and utilities (n=64) 23

PRELIMINARY & CONFIDENTIAL Potential Strategic Alternatives (1) NASCAR offer indicated that the controlling shareholders are not interested in selling any ISC shares owned by them and would not expect to vote as shareholders in favor of any alternative sale, merger, or other extraordinary transaction Potentially Actionable AlternativesStatus quoStrategic M&A / asset divestituresSale of real estateChanges to return of capital plans (increase share repurchase and / or dividend)Full or partial recapitalization of CompanyAlternatives Unlikely to be Actionable (1)LBOSale to another partyREIT conversion 25

PRELIMINARY & CONFIDENTIAL Preliminary Recommendations on Process and Negotiations 27 Complete due diligence and analysis of sensitivities and alternatives to the satisfaction of the Special CommitteeTopics to be discussedEngage with NASCAR / Advisors to discuss alternatives, terms, process, and timingPreparation of such supplemental financial analyses as requested by the SpecialCommitteeUpdate Special CommitteeDevelop recommended asking price to be communicated privately to the biddersAsking price may be above acceptable price

PRELIMINARY & CONFIDENTIAL Process Summary and Potential Timetable January 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 February 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 March 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Phase 1 Preliminary Diligence & Analysis January 7th – January 22ndReceive and review requested diligence materialsDevelop and refine ISC model and preliminary valuationDetermine next steps as to NASCAR offer and negotiation processKey Dates1/15: In-person Diligence Session1/21: Advisor Meeting with Special Committee1/22: In-person Diligence Session Phase 2 Negotiations & Refine Analysis January 23rd – February 14thDeliver valuation analysis to the Special CommitteeDepending on feedback from the Special Committee, engage in negotiations with NASCAR and / or refine valuation and offer analysisIf required, conduct additional diligence to refine valuation and offer analysis and / or launch strategic alternatives analysisKey Dates1/30 or 1/31: Advisor Call or Meeting with Special Committee 2/8: Advisor Call with Special Committee2/14: Advisor Meeting with Special Committee Phase 3 (if necessary) Continued Negotiations February 15th & OnwardWith Special Committee approval and involvement, engage in continued negotiations, if and as necessaryContinued regular Advisor Calls or Meetings with Special Committee Proposed Advisor M eeting / CallIn-person Diligence Session Earnings Release 28

PRELIMINARY & CONFIDENTIAL ISC Financial SummaryForecasts per Management Team Source: Company filings and model Revenue Growth By Segment FYE 11/30, $MM Historical 2014A 2015A 2016A 2017A 2018E Projected 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E Admissions $129.7 $130.2 $123.5 $121.5 $109.4 $113.0 $113.6 $114.2 $114.9 $115.5 $116.1 $116.8 $117.4 Motorsports Related 433.7 451.8 477.2 491.7 508.4 525.0 543.2 559.1 575.7 586.8 606.5 475.4 486.2 TV & Ancillary Rights 302.9 314.5 326.8 339.1 352.5 365.6 380.2 394.6 409.6 431.6 449.8 317.7 327.5 Sponsorship & Advertising 60.9 63.4 72.4 71.6 73.0 77.0 78.4 79.7 80.9 69.7 70.9 71.6 72.3 Suites & Hospitality 32.6 34.3 37.4 38.5 38.7 39.0 39.2 39.3 39.3 39.4 39.4 39.5 39.6 Other MSR 37.3 39.0 40.7 42.6 44.2 43.4 45.3 45.5 45.8 46.1 46.3 46.6 46.9 Food, Beverage, & Merchandise 72.9 47.3 42.0 41.3 36.3 46.3 47.0 47.4 47.8 48.2 48.6 48.9 49.2 Other Income 15.6 16.1 18.3 17.0 20.9 21.6 25.3 25.7 26.2 26.6 27.1 27.6 28.1 Total Revenues $651.9 $645.4 $661.0 $671.4 $674.9 $706.0 $729.1 $746.4 $764.5 $777.1 $798.4 $668.7 $681.0 % Growth 6.4% (1.0%) 2.4% 1.6% 0.5% 4.6% 3.3% 2.4% 2.4% 1.6% 2.7% (16.2%) 1.8% Adj. EBITDA (Non-GAAP) $216.4 $229.9 $238.8 $241.5 $231.8 $249.4 $260.3 $266.9 $273.8 $277.2 $285.5 $223.4 $228.6 % Growth 0.3% 6.3% 3.9% 1.1% (4.0%) 7.6% 4.4% 2.5% 2.6% 1.3% 3.0% (21.7%) 2.3% % Margin 33.2% 35.6% 36.1% 36.0% 34.3% 35.3% 35.7% 35.8% 35.8% 35.7% 35.8% 33.4% 33.6% Net Income (Non-GAAP) $65.9 $67.3 $68.1 $72.1 $81.4 $93.8 $102.1 $108.1 $112.2 $116.8 $123.6 $78.2 $84.1 % Growth (1.9%) 2.1% 1.2% 5.9% 13.0% 15.1% 8.9% 5.9% 3.8% 4.1% 5.8% (36.7%) 7.4% % Margin 10.1% 10.4% 10.3% 10.7% 12.1% 13.3% 14.0% 14.5% 14.7% 15.0% 15.5% 11.7% 12.3% Diluted EPS $1.42 $1.44 $1.48 $1.61 $1.85 $2.17 $2.44 $2.62 $2.76 $2.91 $3.11 $1.97 $2.12 Free Cash Flow $0.9 $29.0 $131.0 $71.7 $91.9 $93.8 $133.7 $137.4 $128.2 $129.0 $131.3 $81.5 $82.3 Admissions (0.1%) 0.4% (5.1%) (1.6%) (10.0%) 3.3% 0.6% 0.5% 0.5% 0.5% 0.5% 0.6% 0.6% Motorsports Related 1.9% 4.2% 5.6% 3.0% 3.4% 3.3% 3.5% 2.9% 3.0% 1.9% 3.4% (21.6%) 2.3% TV & Ancillary Rights 3.5% 3.8% 3.9% 3.8% 4.0% 3.7% 4.0% 3.8% 3.8% 5.4% 4.2% (29.4%) 3.1% Sponsorship & Advertising (6.5%) 4.2% 14.1% (1.1%) 2.0% 5.5% 1.9% 1.6% 1.6% (13.9%) 1.8% 1.0% 1.0% Suites & Hospitality 5.0% 5.1% 9.1% 2.9% 0.6% 0.9% 0.5% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% Other MSR 1.5% 4.4% 4.2% 4.7% 3.9% (2.0%) 4.5% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% Food, Beverage, & Merchandise 65.5% (35.1%) (11.2%) (1.6%) (12.2%) 27.8% 1.5% 0.8% 0.8% 0.8% 0.8% 0.7% 0.7% Other Income 18.1% 3.0% 13.9% (7.4%) 22.9% 3.6% 16.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% Total Revenues 6.4% (1.0%) 2.4% 1.6% 0.5% 4.6% 3.3% 2.4% 2.4% 1.6% 2.7% (16.2%) 1.8% 30

PRELIMINARY & CONFIDENTIAL NCAA Basketball CBS/TBS 2011 2024 10,800 771 CBS/TBS* 2025 2032 8,800 1,100 1.4xOlympics NBC 2000 2012 5,708 714 FIFA World Cup FOX 2014 2022 475 59 FOX* 2022 2026 234 59 1.0x UEFA Fox Sports/ESPN 2015 2018 150 50 Turner/Univision 2018 2021 285 95 1.9x UFC FOX 2012 2018 840 140 ESPN 2018 2023 1,500 300 2.1x WWE NBC 2014 2019 750 150 NBC/FOX 2018 2024 2,350 470 3.1x $MM Total Annual Attendance Regular Season Viewership Trend in Year(s) League Networks Start End Value Value Mult. (1) % Δ Prior to New Contract Announcement NBC 2012 2020 4,380 548 0.8x NBC* 2020 2032 7,750 646 1.2x Mean $7,242 $889 1.6x Median $4,704 $659 1.4x NFL ABC/CBS/FOX/ESPN CBS/FOX/NBC/ESPN CBS/FOX/NBC/ESPN 199820062014 200520132022 $17,600$24,829.038,350 $2,200$3,104.04,766 xx 1.3% '09 - '13(1.5%) '13 - '17 Declined by (2%) in the years preceding both the '06 and '14 contract negotiations MLB (2) FOX/ESPN 2001 2006 3,412 569 Up 40% YoY preceding '12 announcement for '13 FOX/ESPN/TBS 2007 2013 4,608 658 1.2x 0.8% '09 - '13 - '21 contract FOX/ESPN/TBS 2014 2021 12,400 1,550 2.4x (5.9%) '13 - '18 FOX* 2022 2028 5,100 729 1.4x Down (2%) from '14 to '17 NBA ABC/ESPN/TNT ABC/ESPN/TNTABC/ESPN/TNT 200220082016 200720152024 4,6007,44023,400 7679302,600 1.2x2.8x 1.8% '09 - '150.9% '15 - '18 Down from '07 - '08 season by (31%) and (18%)in '12 - '13 and '13 - '14 seasons, respectively NASCAR Cup (3) FOX/NBC/TNT FOX/ABC/ESPN FOX/NBC 199920062015 200520142024 2,4004,8007,802 400600780 1.5x1.3x (17%) '09 - '14(23%) '15 - '18 Down (16%) and (20%) on FOX and ABC/ESPN, respectively, from '08 to '13 seasons Precedent Broadcast Agreements with Major Networks 31 Consistent contract growth, despite declines in attendance and viewership, support upside case Note: *Indicates extension of existing contractSources: SportsBusiness Resource Guide Live; JP Morgan; ISC Admissions and Management ProjectionsMultiple calculated by current contract average annual value over prior contract average annual valueFOX is only network with renewal announced for 2021; FOX % growth relative to prior FOX contractAttendance only for Cup races at ISC facilities

PRELIMINARY & CONFIDENTIAL DCF Analysis Backup Historical Projections Terminal Year FYE 11/30, $MM 2017A 2018A '19E Stub 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue $671 $675 $353 $729 $746 $765 $777 $798 $669 $681 $695 $710 $727 $744 % Growth 0.5% 3.3% 2.4% 2.4% 1.6% 2.7% (16.2%) 1.8% 2.1% 2.1% 2.4% 2.4% Adjusted EBITDA $241 $232 $125 $260 $267 $274 $277 $285 $223 $229 $235 $241 $249 $256 % Margin 36.0% 34.3% 35.7% 35.8% 35.8% 35.7% 35.8% 33.4% 33.6% 33.8% 34.0% 34.2% 34.4% EBIT (Non-GAAP) $112 $99 $56 $122 $130 $138 $143 $152 $91 $97 $105 $112 $120 $127 % Margin 16.7% 14.6% 16.7% 17.4% 18.1% 18.3% 19.0% 13.6% 14.3% 15.0% 15.8% 16.6% 17.1% Cash from Operations $191 $207 $94 $182 $187 $192 $193 $195 $144 $145 $147 $151 $158 $163 % Margin 28.5% 30.7% 24.9% 25.1% 25.2% 24.8% 24.4% 21.6% 21.2% 21.1% 21.2% 21.7% 21.9% Less: Capital Expenditures 145 141 $60 74 76 91 91 91 90 90 90 90 90 89 % of Revenue 21.6% 20.9% 10.2% 10.2% 11.9% 11.7% 11.4% 13.5% 13.3% 13.0% 12.7% 12.3% 12.0% Plus: Distribution for Equity Investee / Affiliate 25.5 26.0 $13 26.3 26.5 26.8 27.1 27.3 27.6 27.9 28.2 28.4 28.7 29.0 Free Cash Flow $72 $92 $47 $134 $137 $128 $129 $131 $81 $82 $85 $89 $97 $103 % Margin 10.7% 13.6% 18.3% 18.4% 16.8% 16.6% 16.4% 12.2% 12.1% 12.2% 12.6% 13.3% 13.8% 32 PV of Cash Flows $45 $118 $111 $95 $88 $82 $47 $44 $41 $40 $40 $39 PV of Sum of Discounted Cash Flows $750

PRELIMINARY & CONFIDENTIAL WACC Supporting Analysis Source: CapIQ as of 1/18/201920-Yr treasury ratePer KPMG as of 6/30/2018Rate per management’s assumed rate for future refinancing 33 WACC Assumptions Risk-Free Rate (1) 2.95% Market Risk Premium (2) 5.5% Cost of Debt (3) 7.0% WACC Calculation Equity / Total Cap 88.2% Debt / Total Cap 11.8% Levered Beta 1.16 Cost of Equity 9.3% WACC 8.9% 2.01.51.00.5– 2.5 3.0 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 6 MonthYearYear5 Year Historical Beta Trends Over Time

PRELIMINARY & CONFIDENTIAL 34 Comparable Companies Operating and trading statistics % o f Eq uit y A g g . A V / R evenue ( 3 ) A V / EB IT D A ( 3 ) Price / Earning s ( 4 ) R evenue Gro wt h Y o Y EB IT D A M arg in EPS Gro wt h Y o Y D eb t / D iv. Sources: C apit al IQ, C ompany f i l ings, and W all St reet R esearchShare prices and consensus est imates as of 1/ 18/ 2019M arket capit alizat ion plus net debt (includes non-cont rolling interest s and preferred equity if applicable) (3) Revenue & EBITDA multiples less than 0.0x and greater than 50.0x considered NM(4) P/ E multiples less than 0.0x and greater than 50.0x considered NMNote: Speedway Motorsports projections per Wells Fargo research (8/16/2018) C o mp any N ame Price ( 1 ) 52 W Hig h V alue V alue ( 2 ) 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E 2 0 19 E 2020E EB IT D A Y ield ISC ( C urrent ) $4 4 . 4 1 89% $1, 9 59 1, 9 3 9 2 . 8 x 2 . 7x 8 . 3 x 7. 7x 2 0 . 8 x 2 0 . 4 x 3 . 8 % 3 . 7% 3 3 . 0 % 3 4 . 5% 10 . 9 % 2 . 2 % 1. 1x 1. 1% ISC ( Pre- N A SC A R Of f er) $3 9 . 50 79 % $1, 74 2 1, 72 3 2 . 5x 2 . 4 x 7. 1x 6 . 8 x 18 . 8 x 18 . 7x 3 . 7% 3 . 7% 3 4 . 6 % 3 4 . 7% 9 . 5% 0 . 5% 1. 1x 1. 2 % M o t o rsp o rt s Formula One Tracking Stock $32.04 81% $7,401 $12,517 6.3x 5.7x 27.7x 24.4x NM NM 8.7% 9.6% 22.6% 23.4% NM NM 12.4x - Speedway M otorsport s $16.27 77% $664 $785 1.7x 1.6x 6.4x 6.2x 15.6x 14.9x 2.2% 2.2% 25.9% 26.0% 1.0% 4.8% 1.5x 3.7% Dover M otorsport s $2.05 89% $75 $76 NA NA NA NA NA NA NA NA NA NA NA NA 0.1x 4.0% M eanM ed ian 82% 8 1% 4 . 0 x4 . 0 x 3 . 7x3 . 7x 17. 1x17. 1x 15. 3 x15. 3 x 15. 6 x15. 6 x 14 . 9 x14 . 9 x 5. 5%5. 5% 5. 9 %5. 9 % 2 4 . 2 %2 4 . 2 % 2 4 . 7%2 4 . 7% 1. 0 %1. 0 % 4 . 8 %4 . 8 % 4 . 7x1. 5x 2 . 6 %3 . 7% Ent ert ainment F acilit y Pro vid ers Six Flags Entertainment $60.07 82% $5,160 $7,668 4.9x 4.7x 12.9x 11.9x 21.3x 18.7x 5.5% 5.2% 38.3% 39.2% 9.7% 13.8% 3.8x 5.4% Churchill Downs $267.14 85% $3,633 $4,387 3.5x 3.3x 11.4x 10.8x 19.6x 18.3x 25.4% 4.2% 30.5% 30.8% 4.5% 7.0% 2.6x 0.6% Eldorado Resort s $44.38 88% $3,439 $6,226 2.2x 2.2x 8.3x 7.8x 16.8x 15.7x 36.1% 0.3% 26.6% 28.2% 76.3% 7.0% 6.6x - Cedar Fair $55.74 79% $3,154 $4,624 3.3x 3.2x 9.5x 9.1x 16.4x 15.5x 3.7% 3.4% 35.1% 35.1% 11.0% 5.8% 3.6x 6.4% Penn National Gaming $24.60 67% $2,991 $7,292 1.4x 1.4x 4.7x 4.5x 16.0x 12.1x 48.2% 1.2% 29.1% 30.4% 48.1% 32.5% 5.1x - SeaWorld Entertainment $26.40 81% $2,297 $3,684 2.6x 2.6x 8.8x 8.3x 22.6x 18.2x 3.0% 2.5% 29.6% 30.8% 41.0% 23.9% 3.9x - Tokyot okeiba $26.19 58% $748 $775 3.5x 3.2x 7.7x 6.1x NA NA 8.3% 8.7% 44.9% 52.0% NA NA 1.9x 1.4% M eanM ed ian 77%8 1% 3 . 1x3 . 3 x 2 . 9 x3 . 2 x 9 . 0 x8 . 8 x 8 . 4 x8 . 3 x 18 . 8 x18 . 2 x 16 . 4 x16 . 9 x 18 . 6 %8 . 3 % 3 . 7%3 . 4 % 3 3 . 4 %3 0 . 5% 3 5. 2 %3 0 . 8 % 3 1. 7%2 6 . 0 % 15. 0 %10 . 4 % 3 . 9 x3 . 8 x 2 . 0 %0 . 6 % M o vie C inemas, T heat ers & Ot her Cinemark $40.92 93% $4,752 $6,435 2.0x 1.9x 8.0x 7.8x 17.0x 16.3x 3.6% 4.2% 24.4% 24.1% 13.0% 4.5% 2.6x 3.2% Cineworld Group $3.28 47% $4,495 $8,145 1.7x 1.6x 7.5x 7.0x 10.4x 9.2x 19.6% 3.2% 22.6% 23.2% 22.2% 13.3% 8.2x 8.3% AM C $14.46 67% $1,497 $6,604 1.2x 1.1x 7.1x 6.9x 31.8x 32.1x 3.3% 2.6% 16.5% 16.6% NM (1.1%) 5.7x 5.7% M arcus Corporation $43.23 97% $1,266 $1,555 2.2x 2.1x 10.3x 9.7x 21.6x 20.1x 0.7% 5.1% 21.4% 21.8% 6.7% 7.5% 2.1x 1.4% Reading International $15.73 90% $362 $520 1.6x 1.5x 8.6x 7.6x NA NA 8.1% 6.6% 18.2% 19.2% NA NA 3.5x - M ean 79 % 1. 7x 1. 6 x 8 . 3 x 7. 8 x 2 0 . 2 x 19 . 4 x 7. 1% 4 . 3 % 2 0 . 6 % 2 1. 0 % 13 . 9 % 6 . 0 % 4 . 4 x 3 . 7% M ed ian 90% 1. 7x 1. 6 x 8 . 0 x 7. 6 x 19 . 3 x 18 . 2 x 3 . 6 % 4 . 2 % 2 1. 4 % 2 1. 8 % 13 . 0 % 6 . 0 % 3 . 5x 3 . 2 %

PRELIMINARY & CONFIDENTIAL 35 Precedent Existing Shareholder Buyout Transactions Last 10 years Note: Transaction values and percent acquired per CapIQ; precedents include existing shareholders with >40% ownership buyout of multiple minority shareholdersSources: CapIQ and Company Filings Gray Indicates Cancelled Transactions $MM (except per share) 6/2/2010 Gerdau Ameristeel Corp. Gerdau Steel North America 34% 1,607 4,768 6,604 $11.00 $11.00 - 48% 47% 14% 48% 47% 14% Steel 9/4/2009 Odyssey Re Holdings Corp. Fairfax Financial Holdings Ltd. 27% 1,041 3,799 – $58.00 $65.00 12% 16% 21% 6% 30% 35% 19% Insurance Communications L.P. Services Date Target Buyer %Acq. Trans. Value Implied Offers Equity Val. Agg. Val. First Final %Incr. First Offer Premium to: Final Offer Premium to: Unaffected 30 Day Avg LTM High Unaffected 30 Day Avg LTM High Target Industry 1/4/2010 Alcon Novartis AG 23% $11,798 $51,230 $48,215 $153.00 $168.00 10% (7%) (5%) (8%) 2% 4% 1% Health Care 4/20/2009 The Pepsi Bottling Group PepsiCo 67% 5,283 7,865 14,411 $29.50 $36.50 24% 17% 30% (16%) 45% 61% 4% Beverages 12/13/2012 Clearwire Corp. Sprint 50% 3,747 7,517 11,966 $2.60 $2.97 14% 23% 24% (12%) 40% 42% 0% Telecom Services 4/20/2009 PepsiAmericas PepsiCo 57% 2,009 3,548 6,002 $23.27 $28.50 22% 17% 30% (14%) 43% 59% 6% Beverages 11/28/2012 Danfoss Power Solutions Danfoss A/S 24% 691 2,833 3,025 $49.00 $58.50 19% 24% 24% (13%) 49% 48% 4% Agriculture 2/29/2016 Federal-Mogul Icahn Enterprises Holdings 18% 304 1,690 4,557 $7.00 $9.25 32% 41% 64% (50%) 86% 117% (34%) Auto Components 6/29/2009 First Advantage Corp. First American Corp. 20% 308 1,522 1,531 $14.04 $19.47 39% 15% 8% (25%) 59% 50% 4% Application HostingServices 6/11/2013 Dole Food Company David Murdock 60% 737 1,220 1,493 $12.00 $13.50 13% 22% 15% (21%) 37% 29% (11%) Agricultural Products 11/1/2010 CNA Surety Corp. Continental Casualty Co. 38% 456 1,194 – $22.00 $26.55 21% 15% 19% 11% 39% 43% 34% Insurance 12/22/2009 Danfoss Power Solutions Danfoss A/S 24% 165 678 1,199 $10.10 $14.00 39% 20% 10% (0%) 66% 52% 38% Agriculture 3/7/2016 National Interstate Corp. American Financial Group 49% 313 642 – $30.00 $32.50 8% 33% 27% (2%) 44% 38% 7% Insurance 11/15/2010 Mediacom Rocco Commisso 60% 361 597 3,920 $6.00 $8.75 46% 13% 3% (18%) 64% 50% 20% Cable and Satellite 2/5/2014 National Interstate Corp. American Financial Group 48% 286 592 – $28.00 $30.00 7% 26% 22% (23%) 35% 31% (17%) Insurance 9/23/2009 Ligado Networks Harbinger Capital Partners 51% 278 544 1,496 $4.00 $5.00 25% 21% 25% (20%) 52% 56% - Telecom Services 6/13/2011 M&F Worldwide Corp. MacAndrews & Forbes 57% 277 483 2,511 $24.00 $25.00 4% 42% 15% (22%) 47% 20% (19%) Commercial andProfessional Services 3/7/2017 Handy & Harman Steel Partners Holdings 37% 171 459 705 $29.00 $35.00 21% - 11% (3%) - 34% 17% Steel 3/25/2009 Hearst Television Hearst Broadcasting 18% 76 422 1,217 $4.00 $4.50 13% 91% 133% (84%) 115% 162% (82%) Broadcasting 11/3/2009 Landry's Tim Fertitta 45% 179 398 1,460 $13.00 $24.50 88% 24% 20% 1% 133% 126% 90% Full ServiceRestaurants 3/23/2009 Cox Radio Cox Media Group 22% 82 382 765 $3.80 $4.80 26% 15% (10%) (71%) 45% 13% (63%) Broadcasting 8/1/2016 Affinity Gaming Z Capital Management 59% 217 369 668 $15.00 $17.35 16% - - - - - - Casinos and Gaming 11/15/2012 Bluegreen Vacations Corp. BFC Financial 46% 146 318 829 $2.18 $4.64 113% (3%) 7% (54%) 107% 129% (2%) Hotels And Motels 4/3/2015 Affinity Gaming Z Capital Management 61% 185 306 515 $9.75 $15.00 54% - - - - - - Casinos and Gaming 12/12/2016 Alliance Healthcare Fujian Thaihot Investment 49%Services Co. 72 147 801 $9.60 $13.25 38% 20% 27% (1%) 66% 75% Health Care37% Equipment and 7/9/2009 XO Holdings ACF Industries Holding 47% 69 146 871 $0.55 $0.80 45% 90% 79% (30%) 176% 161% 1% CommunicationServices 7/22/2010 BlueLinx Holdings Cerberus CapitalManagement 45% 58 131 559 $3.40 $4.00 18% 35% 24% (46%) 59% 46% (37%) Building ProductDistribution 40th Percentile 18% 20% 19% (20%) 46% 45% 1% Average 28% 27% 27% (20%) 62% 61% 1% Median 21% 21% 22% (16%) 48% 48% 4% 60th Percentile 24% 24% 24% (12%) 58% 51% 5%

PRELIMINARY & CONFIDENTIAL 28.00 32.00 36.00 40.00 44.00 48.00 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Key Dividend and Buyback Announcements Earnings Announcements 36 ISC Share Price($USD) 7/3/17: Reported expected increase in dividend by 4 - 5% annually going forward 4/12/18: Announced 9.3% increase in annual dividend to$0.47 per share Current:$44.41 1/27/15: Reported expected increase in dividend to$0.26 per share 4/8/15: Announced 8.3% increase in annual dividend to$0.26 per share 4/13/16: Announced 58% increase in annual dividend to$0.41 per share 11/10/16: Announced additional $200MM to Stock Purchase Plan 4/13/17: Announced 4.9% increase in annual dividend to$0.43 per share Annotated Share Price Performance Source: CapIQ as of 1/18/2019

PRELIMINARY & CONFIDENTIAL Illustrative ISC Credit AnalysisAssumes acquisition of non-Family ISC shares financed 100% by debt Note: Additional interest expense assumes no debt paydown Implied Purchase Price Calculation 37 2019E EBITDATotal Debt Raised (@ 5.0x EBITDA) # of Shares Acquired $249$1,24725.9 Implied Purchase Price $48.08 Implied Purchase Price Sensitivity Total Leverage 4.50x 4.75x 5.00x 5.25x 5.50x $43.27 $45.67 $48.08 $50.48 $52.88 % Prem. to Current Offer 3.0% 8.7% 14.5% 20.2% 25.9% 2019E Additional Interest Expense ($MM) $74.8 $79.0 $83.1 $87.3 $91.5 Financial & Leverage Assumptions 2019E EBITDAFully Diluted Shares OutstandingNon. Family Econ. Ownership % Non. Family Shares AcquiredFirst Lien Rate Second Lien Rate $249.444.558.30%25.95.5%9.0% First Lien (2/3 of total lev.) & Second Lien (1/3) Analysis suggests NASCAR could finance acquisition with debt, with no additional France Family capital. Recent and continued weakening of credit markets may impact financing terms assumed in analysis

Exhibit (c)(4)

January 31, 2019 Special Committee Discussion Materials PRELIMINARY & CONFIDENTIAL

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Follow-up Materials From Prior Meeting 2. Valuation Considerations 3. Discussion on Negotiation Strategies I I I I II 2

PRELIMINARY & CONFIDENTIAL Progress Review & Meeting Objectives Since our last meeting with the Special Committee, we have focused our diligence and analysis on:Performing specific analyses requested by the Special Committee relating to:ISC’s Q4 2018 resultsNon-France Family shareholders of ISC stockISC credit agreements and the current credit marketPotential synergies between NASCAR and ISCReviewing financial model assumptions with management and updating standalonevaluation analysis of ISC Objectives for today’s meeting:Review findings from Special Committee’s follow-up requestsPresent updated analysis on the valuation of ISCDiscuss strategy for responding to NASCAR’s bidDiscuss due diligence process 3

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Follow-up Materials From Prior Meeting 2. Valuation Considerations 3. Discussion on Negotiation Strategies I I I I II 4

PRELIMINARY & CONFIDENTIAL ISC Actuals and Guidance vs. Street | 2018 – 2019 Sources: Guidance and actuals from SEC filings; street estimates from broker researchRevenue and EBITDA per Wells Fargo, diluted EPS is average of Wells Fargo and CitiEBITDA per Wells Fargo, revenue and diluted EPS are average of Wells Fargo and Citi 5 Q4 2018 results came in lower than Street estimates. Previous FY2019 Street estimates are on the higher end of Management guidance. Awaiting updated Citi forecast, but Wells Fargo revised FY2019 projections downward following FY2018 earnings Revenue $218 $198 $195 $200 $195 $705 $699 $685 $705 % Inc. / (Dec.) from Street (9.1%) (10.6%) (8.3%) (10.6%) (0.8%) (2.8%) 0.0% Adjusted EBITDA $81 $72 $72 $77 $68 $243 $243 $230 $250 % Inc. / (Dec.) from Street (10.3%) (11.1%) (4.9%) (15.6%) (0.1%) (5.4%) 2.8% Diluted EPS $0.82 $0.70 $0.67 $0.72 $0.62 $2.10 $1.99 $1.85 $2.15 % Inc. / (Dec.) from Street (15.2%) (18.3%) (12.2%) (24.5%) (5.2%) (11.9%) 2.4% FYE 11/30, $MM 4Q'18A FY2019E Street Estimates Guidance (10/4/18) Actuals Street Estimates Guidance (1/24/19) Pre-Q3 Earnings (1) Post-Q3 Earnings (2) Low High Post-Q3 / Pre-Q4 (2) Post-Q4 (Wells Fargo) Low High

PRELIMINARY & CONFIDENTIAL Management Plan vs. Street EstimatesWells Fargo estimates as of 1/25/19; Citigroup as of 1/28/19 (1) Sources: Management Plan (1/14/19), SEC filings, Wells Fargo, Citigroup(1) Citigroup reported only EPS figures in 1/28/19 research note 6 Projected FYE 11/30, $MM FY2019E FY2020E FY2021E FY2022E Revenue Management $706 $729 $746 $765 Wells Fargo 699 719 736 754 % Inc. / (Dec.) from Mgmt. (0.9%) (1.4%) (1.4%) (1.4%) Adjusted EBITDA Management $250 $260 $267 $274 Wells Fargo 243 245 250 255 % Inc. / (Dec.) from Mgmt. (2.8%) (6.2%) (6.6%) (7.2%) Diluted EPS Management $2.17 $2.44 $2.62 $2.76 Citigroup 2.00 2.09 2.24 – % Inc. / (Dec.) from Mgmt. (8.6%) (16.8%) (17.1%) - Wells Fargo 1.99 2.09 2.16 2.21 % Inc. / (Dec.) from Mgmt. (9.1%) (16.8%) (21.4%) (24.9%)

PRELIMINARY & CONFIDENTIAL Research Analyst Summary Sources: Broker reports and Management Plan (1/14/19)(1) Excludes Macquarie due to discontinuation of coverage 7 Summary (1): Low $37 $694 $713 3% $215 $224 1% $1.96 $2.09 4% Mean 42 699 720 3% 234 241 3% 1.99 2.12 6% Median 43 699 719 3% 243 245 4% 2.00 2.10 6% High 46 702 727 3% 243 254 4% 2.02 2.19 8% Research Report Valuation Price Revenue EBITDA Non-GAAP EPS Firm Date Rating Methodology Target FY19E FY20E % Growth FY19E FY20E % Growth FY19E FY20E % Growth Management Plan: $706 $729 3% $250 $260 4% $2.17 $2.44 12% 1/25/2019 Market Perform NA $41 $699 $719 3% $243 $245 1% $1.99 $2.09 5% 1/28/2019 Neutral 21.9x 2020E P/EMultiple $46 – – NA – – NA $2.00 $2.09 4% 1/24/2019 NA Discounted Cash Flow (8.4% WACC) $37 $694 $713 3% $215 $224 4% $2.02 $2.19 8% 10/4/2018 Neutral 21.0x 2020E P/EMultiple $44 $702 $727 3% $243 $254 4% $1.96 $2.11 8% Discontinued Coverage 7/5/2018 Hold AV / EBITDA Multiple $47 $711 $726 2% $254 $261 3% $2.20 $2.27 3%

PRELIMINARY & CONFIDENTIAL Shareholder Analysis Over Time Reported as of 9/30/2018 and post-offer ownership to be reported 2/14/19 Note: Only shows Class A shareholders; 12/30/2018 final share counts have not been reflected for all entities Source: CapIQ as of 1/30/2018(1) Represents estimated cost basis based on acquired shares 8 Holder Name 12/30/16 3/30/17 6/30/17 9/30/17 12/30/17 3/30/18 6/30/18 9/30/18 12/30/18 Cum. r in Shares Cost Basis of (1) Ownership Last 9 Quarters Shrs. Acquired Shares % BlackRock 170,797 (12,013) (55,535) (39,912) (17,852) 82,326 169,477 88,513 - 385,801 $31.68 2,736,035 6.3% The Vanguard Group 79,077 79,723 4,146 (34,318) (18,484) (24,839) 56,679 41,225 - 183,209 $39.31 2,303,698 5.3% Paradice Investment Management 260,986 151,427 83,100 43,171 8,016 37,945 108,128 (86,404) - 606,369 $35.02 2,007,991 4.6% Macquarie Investment Management Business Trust 58,662 29,693 361,759 81,241 (7,214) (50) (1,512) (8,600) - 513,979 $36.08 1,435,384 3.3% Renaissance Technologies 121,900 (3,400) 120,025 72,609 46,966 168,200 8,934 249,166 - 784,400 $40.08 1,243,366 2.9% Northern Trust Global Investments 11,000 4,382 172,939 73,236 (22,245) (1,352) 25,789 (47,848) - 215,901 $35.31 1,095,222 2.5% Lindsell Train Limited 60,000 8,200 100,000 90,000 - 20,000 109,700 140,000 - 527,900 $35.94 993,100 2.3% State Street Global Advisors 12 17,762 26,184 (2,924) 3,991 (40,717) (38,642) 55,795 - 21,461 $44.34 825,489 1.9% Norges Bank Investment Management (10,737) 115,753 51,669 330,225 - (563) - - - 486,347 $37.54 727,401 1.7% Mawer Investment Management Limited - - - - 169,030 30,150 209,658 278,394 - 687,232 $42.51 687,232 1.6% Ariel Investments (356,329) (484,624) (414,634) (126,579) (464,186) (203,867) (8,068) (267,694) (843,572) (3,169,553) $27.68 670,178 1.5% BNY Mellon Asset Management 68,629 40,014 52,164 (100,901) (15,158) (6,120) (1,437) 24,472 - 61,663 $39.53 370,878 0.9% Arrowstreet Capital, Limited Partnership 29,400 35,301 60,163 (43,609) 62,925 116,574 (30,202) 108,159 - 338,711 $37.94 338,711 0.8% Sparinvest 1,399 - 8,605 - (278) 1,257 (713) - 4,469 14,739 $26.68 326,649 0.8% Geode Capital Management 6,781 8,467 11,351 4,729 6,712 4,252 8,454 11,618 - 62,364 $37.57 257,320 0.6% D. E. Shaw & Co. 14,534 (3,506) (12,148) 109,698 (14,071) (19,358) (23,337) (257) - 51,555 $33.53 245,471 0.6% Dimensional Fund Advisors (67,585) (103,835) (278,792) (314,266) (237,953) - (2,097) - - (1,004,528) $28.39 240,487 0.6% Assenagon Asset Management - - - - 11,168 5,834 (17,002) 230,271 - 230,271 $44.03 230,271 0.5% Bridgeway Capital Management - - - 72,000 - - - - - 72,000 $33.32 224,216 0.5% Pinnacle Associates (20,980) (17,815) (18,440) (9,990) (32,505) (12,575) (45,205) (35,287) - (192,797) $34.12 217,049 0.5% Alberta Investment Management Corporation - 151,427 54,900 - - - - - - 206,327 $36.87 206,327 0.5% Charles Schwab Investment Management 7,112 9,947 5,959 12,770 2,481 2,435 12,731 6,434 - 59,869 $33.00 200,354 0.5% American Century Investment Management - - - - 79,627 25,943 88,100 2,116 - 195,786 $45.70 195,786 0.5% PanAgora Asset Management - 48,528 121,340 (2,758) 80,334 15,833 (22,217) (49,482) - 191,578 $36.65 193,207 0.4% GAMCO - - (5,000) 5,000 (200) (4,800) - (4,000) - (9,000) $34.44 185,000 0.4% Top 25 Holders 434,658 75,431 449,755 219,422 (358,896) 196,508 607,218 736,591 (839,103) 1,521,584 $36.08 18,156,822 41.8% Average Price Over Quarter $35.09 $36.93 $36.70 $34.96 $39.73 $43.51 $42.29 $44.25 $40.27

PRELIMINARY & CONFIDENTIAL ISC Share Price Performance and Trading Volume Note: VWAP per CapIQ calculation Source: CapIQ as of 1/30/2019 9 NASCAR Purchase Offer Prem. / Disc. To Share Price Share Price Prem. / Disc. Day Prior to Announce VWAP $39.22 7.1% Prior 30 Day VWAP $37.27 12.7% Prior 60 Day VWAP $39.88 5.3% Prior 90 Day VWAP $41.16 2.0% Prior 180 Day VWAP $42.46 (1.1%) LTM VWAP $42.26 (0.6%) LTM Low (Intraday) $35.12 19.6% LTM High (Intraday) $49.95 (15.9%) LTM High (Closing) $47.15 (10.9%) Earnings Beat / Miss vs. Consensus Estimates Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Revenue 1.8% (2.0%) 1.6% 4.2% (2.3%) EPS 4.4% 5.4% 2.4% 18.2% (10.3%) $44.03 $39.06 $36.87 $42.26 $45.35 $44.35 $42.20 $42.65 $40.95 35.00 38.00 41.00 44.00 47.00 50.00 Jan-18 Apr-18 Jun-18 Aug-18 Oct-18 Jan-19 NASCAR PurchasePrice Offer:$42.00 ISC SharePrice ($USD) 11/9/2018:NASCAR madepublic bid at $42.00 10/4/2018: Announced Q3'18 earnings; low ered 2018 guidance Current:$43.54 1/25/2018: Announced FY17 earnings; maintained guidance 4/3/2018: Announced Q1'18 earnings; maintained guidance 7/5/2018: Announced Q2'18 earnings; maintained guidance 1/24/2019:AnnouncedQ4'18 earnings 5/8/2018:NASCAR hires Goldman Sachs to explore options 10/23/2018:Reports that Comcast no longer interested in NASCAR stake 6/27/2018: Reports of NASCAR seeking minority investors

PRELIMINARY & CONFIDENTIAL Credit Markets OverviewEOY 2018 volatility in the leveraged loan market has stabilized to start 2019 Sources: CapIQ as of 1/30/2019; Bloomberg; S&P LCD; UBS(1) Date in Reportedly Hung Deals represents loan launch date Softer credit markets at year end have recovered to start 2019– Previously hung leveraged loans returningor are expected to return to market 10 10099989796959493929190 Oct-18 Oct-18 Nov-18 Dec-18 Jan-19 Jan-19 Period Low: 93.11 Recent Leveraged Loan Transactions S&P / LSTA US Leveraged Loan 100 Index Expected to go back out to market Reportedly Hung Deal (1) 11/28/2019 ConvergeOne B3 / B- 1,640 1,200 NA CVC Capital Partners Expected to go back out to market 11/27/2018 Blue Racer B3 / B- 516 516 NA First Reserve Goldman likely to sell loan outside of syndicated market 11/27/2018 Apollo Infrastructure Mgmt NR / BB- 355 275 NA Apollo For purchase of GE Capital's Energy Financial Services $MM AllocationDate Issuer CCR TotalDebt LoanSize LeverageRatio Sponsor / Buyer Purpose / Comments Recent Leveraged Loan Issuance 1/29/2019 Kofak (Add-on) B2 / B $430 $410 NA Thoma Bravo Acquisition of Nuance Communications' Document Imaging division 1/28/2019 FleetPride B2 / B- 1,070 845 6.3x American Securities LBO; relaunched in syndication market January 2019 1/25/2019 Edgewater Generation (Add-on) NR / NR 1,030 100 NA Starwood Undisclosed acquisition 1/24/2019 Caliber Collision B2 / B 2,750 2,150 6.5x Hellman & Friedman Merger with Abra Auto Body Repair 1/24/2019 StandardAero B3 / B 3,240 2,595 6.2x Carlyle LBO 1/18/2019 MKS Instruments (Add-on) Ba1 / BB+ 1,199 750 1.3x - Acquisition of Electro Scientific Industries 1/18/2019 Aimbridge Hospitality B2 / B 515 430 NA Advent International LBO 1/16/2019 Cast & Crew Payroll B3 / B 1,180 855 7.5x EQT Partners LBO 1/16/2019 Hubbard Radio (Add-on) B1 / B+ 382 80 NA - Acqusition of radio stations from Alpha Media 1/16/2019 Duravant (Add-on) B3 / B- 1,215 160 NA Warbug Pincus Acquisition of Wulftec International 1/15/2019 Cambium Learning B3 / B- 500 180 NA Veritas Capital LBO

PRELIMINARY & CONFIDENTIAL ISC Debt Agreements Summary Preliminary review of financing agreements indicates breakage costs dependent on transaction structure 11 Capitalization Maturity Rate Principal as of 11/30/2018 (1) ($MM) Preliminary Findings on Treatment of Debt if a Transaction Occurs Senior Notes* 2021 4.63% $65.0 Treatment and costs dependent on structure and financing proposed by acquirerPre-payable at a make-whole cost Senior Notes* 2024 3.95% 100.0 Treatment and costs dependent on structure and financing proposed by acquirerPre-payable at a make-whole cost TIF Bonds (Kansas Speedway) 2027 6.64% 46.3 Unlikely to incur costs in event of transactionLikely that debt can remain outstanding Term Loan (Headquarters) 2034 6.25% 46.0 Unlikely to incur costs in event of transactionLikely that debt can remain outstanding Credit Facility ($300MM)* 2023 Variable 0 Treatment dependent on structure and financing proposed by acquirerPre-payable without premium or penalty Total Debt: $257.3 (1) Per Company 10K filed 1/25/2019 *Each of these instruments have carveouts to the change of control provision that include the “France Family”. Whether the proposed transaction will fit within that exception or not will depend on the structure that the acquiror proposes. In addition, these instruments contain a number of financial maintenance covenants that relate to leverage or interest coverage of the issuer. One or more of these covenants could be tripped in the transaction depending on the borrower’s acquisition financing structure.

PRELIMINARY & CONFIDENTIAL Synergy ConsiderationsIndustry Precedents Summary Note: Precedents include entertainment, media, and motorsports transactions deemed comparable by DBO and presented solely for illustrative purposesSources: CapIQ as of 1/30/19, Company Press Releases, Company Presentations, SEC Filings, Call Transcripts, Broker Research 12 "Anticipated to be immediately "We remain confident in PENN's ability to garner in excess of its targeted$100MM in synergies from the PNK transaction over time. The acquisition of completion" full year contribution from Regal plus the benefits of $100MM synergies post the deal" - RBC 2016 $1.1Bn $35MM 12.2% "Expected to result in FCF/sh accretion, exclusive of one- time transaction-related charges, in 2017 and beyond" "We're bullish on the recent Odeon and Carmike acquisitions We believe management guidance for Carmike synergies is conservative" - RBC"Cost synergies associated with the acquisitions of Carmike, Odeon, and Nordic are more than offset by higher operating expenses, deal-related amortization, and the impact of unfavorable foreign exchange" - William Blair 2013 $2.8Bn $40MM 11.6% "Expected to be immediately accretive to Pinnacle Entertainment's FCF and EPS" "We remain encouraged by recent and prospective Ameristar acquisition-related cost synergies, and we are impressed with management’s expense control and marketing efficiencies" JPM Pending Media: 2019 $3.5Bn Not Disclosed - Not Disclosed "Given the strong contribution margins associated with SIRI's service, this deal quickly becomes accretive if cross-promotion drives only a slightly better outcome than our assumption of 1.5MM avg. subscribers in 2020" - Deutsche "Pandora better positions the company for future growth opportunities...We continue to estimate ~$100MM in synergies for the deal which we expect to be fully-realized by YE2021" - JPM Precedent Motorsports: Penske Motorsports 1999 $611.1MM "The transaction is expected to be neutral to ISC's fiscal 1999 earnings" - "Expected to be accretive to earnings beginning in fiscal 2001 and immediately accretive on a cash earnings basis" "Fiscal 2000 will experience significant dilution from acquisition… management gave guidance of 10%–15% dilution to analysts at the time the deal was initially announced. Nonetheless, we expect 2001 to benefit from synergistic savings and 20% EPS growth to resume…we believe SPWY will be accretive to ISCA’s EPS in the long term" - JC Bradford Cancelled 2010 $62.9MM Not disclosed; Management hoped to "eliminate considerable costs [of] being a public company" - Board Chairman - Not Disclosed "While we would agree with management's sentiment that the Motorsports business is clearly at depressed, probably near trough, levels due to the impacts of high unemployment and the general economic malaise, we fail to see many benefits for DDE by merging with Motorsports" - KeyBanc Buyer Target Year Deal Value Cost Synergies % of TargetLTM OpEx AccretionCommentary Research Commentary Completed Entertainment: Disclosed by Company 2018 $2.8Bn $100MM 6.8% accretive to FCF in the first Pinnacle Entertainment closed on October 15th and PENN expects to realizeyear" ~$30MM in run-rate synergies, of the $100MM synergy target, by the end of 2018" - Deutsche 2018 $5.8Bn $60MM "Expected to be strongly "The acquisition of Regal increased leverage on a proforma basis to 4x accretive to earnings in the ND/EBITDA – although this had fallen to 3.8x at the interim stage in June. The3.6% first full year following group aims to reduce this to 3.0x – a level we believe can be met in 2019 with a

PRELIMINARY & CONFIDENTIAL Illustrative ISC Cost Synergies Source: Management Plan (1/14/19)(1) Illustrative range of cost synergies extends below the precedent range, as certain shared services and personnel synergies may not be available in the NASCAR transaction, given existing NASCAR / ISC affiliations 13 FYE 11/30, $MM Projected 2019E 2020E 2021E NASCAR Event Management Fees $192.7 $200.9 $208.5 Broadcast Related Prize 100.6 105.2 109.2 Sanction, Purse & Other Prize Money 92.0 95.7 99.3 Motorsports & Other Event Related 137.9 140.7 142.1 General & Administrative 112.1 113.9 115.6 Food, Beverage & Merchandise 35.0 34.8 35.0 Other Operating Expenses 4.8 4.9 5.0 Depreciation & Amortization 111.8 112.3 110.3 Total Operating Expenses (Non-GAAP) $594.3 $607.5 $616.5 % OpEx Synergy (Total) 1.5% $8.9 $9.1 $9.2 3.5% 20.8 21.3 21.6 5.5% 32.7 33.4 33.9 7.5% 44.6 45.6 46.2 9.5% 56.5 57.7 58.6 11.5% 68.3 69.9 70.9 % OpEx Synergy (without NEM Fees) 1.5% $6.0 $6.1 $6.1 3.5% 14.1 14.2 14.3 5.5% 22.1 22.4 22.4 7.5% 30.1 30.5 30.6 9.5% 38.2 38.6 38.8 11.5% 46.2 46.8 46.9

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Follow-up Materials From Prior Meeting 2. Valuation Considerations 3. Discussion on Negotiation Strategies I I I I I I 14

PRELIMINARY & CONFIDENTIAL Management Plan Source: Management Plan (1/14/19) 15 Renegotiation of the broadcast agreement starting in 2025 could have a significant impact onthe operational performance of ISC Projections Through Current Broadcast Agreement Projections Through Potential New Broadcast Agreement 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Total Revenue $705.9 $729.0 $746.4 $764.5 $777.1 $798.3 $668.6 $680.9 $695.2 $709.7 $726.7 $743.9 Adj. EBITDA 249.7 260.1 266.7 273.6 277.0 285.3 223.3 228.5 234.7 240.9 248.4 255.9 Diluted EPS 2.17 2.44 2.62 2.76 2.91 3.11 1.97 2.12 2.30 2.48 2.67 2.92 Free Cash Flow 98.6 133.6 137.3 128.2 128.9 131.2 81.5 82.3 85.0 89.3 96.8 102.6

PRELIMINARY & CONFIDENTIAL Major Variables Discussed Source: Company materials; Management Plan (1/14/19) 16 Major Variables Historical Management Plan Projections Broadcast Very stable, predictable revenue source in the near termAttractive escalator clauseOver 50% of revenue Biggest variable facing the CompanyManagement has modeled several possible future broadcast outcomes:40% increase from 2015 contract valueReset 2025 to 2015 contract valueReduce 2025 to 25% discount to 2015 value Admissions 2014A: $130MM vs 2018A: $110MM, a (15.5%) decline5 year CAGR of (4.1%)Ticket prices have remained relatively constant, though management recently reported a 1.8% decline from 2017 to 20182018 attendance at Cup events down ~10% with a third ofthe decline attributable to weather 2019 revenues up 2.5%Slight increases of 0.5% every year thereafterPositive impact from investments in improving live fan experience“Greatest risk to 2019 plan is from attendance” Sponsorships & Advertising Despite challenge in replacing Sprint’s exit, Company has grown revenues from 2014A: $61MM to 2018A: $73MM, a 19.9% increase Modest growth in baseline sponsorships of ~1% to 2% annually as volume of deals from integrated model offsets declines in corporate partner spendingLoss of a top sponsor in 2019 or sponsor renewal opportunity in 2023 not fully modeled into Management Plan Food, Beverage & Merchandise Trends with attendance2014A: $73MM vs. 2018A: $36MM, a (51.1%) decline, due largely to multiple changes in merchandise partners (ISC- SMI JV then shift to integrated model with Fanatics then shift again to MainGate)5 year CAGR of (16.4%) 2019 revenues up 29.9%, with ~$10MM revenue contribution from Racing Electronics and stabilization in merchandise partner modelSlight increase every year thereafter ISC Management and the Board of Directors spend a significant amount of time reviewing thevarious opportunities and challenges facing the business and planning for the future

PRELIMINARY & CONFIDENTIAL Capital Deployment Variables Discussed Source: Board presentation (11/9/18) 17 ISC Management and the Board of Directors have developed a capital allocation plan that contemplates significant facility reinvestment, investment in ancillary opportunities, and returning capital to shareholders while maintaining dry powder for strategic acquisitions / development opportunities Existing Facilities Investment ($500MM) Capital Allocation Plan: $500MM spread over 2017 – 2021Requires ongoing Board approval to release fundsRichmond Infield – annualized $1.9MM EBITDA lift by 2019Phoenix Redevelopment – annualized $8.9MM EBITDA lift by 2019Talladega Infield – annualized $3.5MM EBITDA lift by 2020 Development Projects ($120MM) Capital Allocation Plan: $120MM spread over 2017 – 2021ONE Daytona – $5.3MM EBITDA lift by 2019Racing Electronics – $2.3MM EBITDA lift by 2019 Return of Capital ($280MM) Capital Allocation Plan: $280MM returned to shareholders from 2017 – 2022Forecasting ~$35MM per year of repurchasesForecasting ~$0.02 increase in annual dividend from 2018A rate of $0.47 per shareDividend yield on stock greater than 1% has increased base of potential institutional investors Cash / Debt Management Company has investment grade rating2018A cash balance is $269MM (and is over $500MM by 2022)Current net debt of ($12MM)Ability to meet cash needs even in downside scenarioSignificant dry powder should interesting strategic alternatives arise

PRELIMINARY & CONFIDENTIAL Additional Variables Discussed Source: Board presentation (11/9/18)(1) Assumes no revenue is recognized from Kansas but that cash distributions are included in EBITDA 18 The following variables that are not currently factored into the Management Plan could provide additional upside / downside Others Variables Historical Management Plan Projections SanctionAgreements 65% / 25% / 10% for broadcast revenues Same, including new agreements to be negotiated in 2020 Development Opportunities Kansas, Daytona, Richmond, and Phoenix investment contributing to financial performance ~$80MM of incremental revenues and ~$70MM of EBITDA by 2020 (1)No specific development opportunities modeled (e.g., Richmond multi-use sports facility and “ONE Daytona” of Kansas) New Revenue Streams Limited revenues from digital, video gaming / simulation, and sports betting (online and in-venue) Same, with no incremental revenue in forecastManagement is assessing opportunities in these areas, particularly launching mobile and in-venue sports betting Economy Attendance in part impacted by weakened consumer spending among fan baseCorporate spending declines during historical downturn reflected in historical financials Management has stated, “The 2019 Budget has been prepared assuming no significant changes in the US and global economies”

PRELIMINARY & CONFIDENTIAL Potential Strategic Alternatives Discussed (1) NASCAR offer indicated that the controlling shareholders are not interested in selling any ISC shares owned by them and would not expect to vote as shareholders in favor of any alternative sale, merger, or other extraordinary transaction Potentially Actionable AlternativesStatus quoStrategic M&A / asset divestituresSale of real estateChanges to return of capital plans (increase share repurchase and / or dividend)Full or partial recapitalization of CompanyAlternatives Unlikely to be Actionable (1)LBOSale to another partyREIT conversion 19

PRELIMINARY & CONFIDENTIAL $50 $50 $54 $57 $50 $50 $52 $46 $47 $38 $33 $37 $43 $42 $41 $42 $39 $41 $47 $45 $43 $43 $41 $35 $35 $35 $51 $52 $56 $60 $52 $54 $56 $53 $51 $41 $38 $40 $45 $43 $44 $44 $45 $44 $49 $47 $45 $45 $46 $47 $40 $40 $38 $43 $48 $53 $58 Median / VWAP for Historical Trading Ranges Offer: Current:$42.00 $43.54 Earnings (10/4) to Offer (11/8)30 DayLTM (Closing) DCF Base Case (WACC: 9.0%-8.0%) Unnaffected:$39.06 Analyst Price Target(Citi & Wells Fargo) (2) Final to 1D Unaffected (20.2%-30.0%)Final to 30D Avg. (24.3%-42.1%)Final to LTM High (Intraday) (3.7%-11.9%)Final to LTM High (Closing)(5.8%-14.7%) First to Final % Increase (18.3%-24.5%) Final to 1D Unaffected (45.2%-54.6%) Final to 30D Avg. (44.0%-50.9%)Final to LTM High (Intraday)(0.6%-4.8%)Final to LTM High (Closing)(5.3%-8.2%)$28 $33 LTM High(Intraday):$50 NTM EBITDA (LTM) (7.7x-8.0x) NTM EBITDA (L5Y) (7.5x-7.9x) NTM P/E (LTM) (20.9x-21.8x) NTM P/E (L5Y) (21.8x-22.7x)Q3 to Offer NTM P/E (18.7x-20.1x)Q3 to Offer FY20 P/E (15.8x-18.3x) NTM EBITDA (LTM) (7.7x-8.0x)NTM EBITDA (L5Y) (7.5x-7.9x) NTM P/E (LTM) (20.9x-21.8x) NTM P/E (L5Y) (21.8x-22.7x)Q3 to Offer NTM P/E (18.7x-20.1x)Q3 to Offer FY20 P/E (15.8x-18.3x) Valuation Considerations Note: Ranges for premiums / multiples represent 40th and 60th percentiles except “Q3 to Offer” ranges represent low to high Sources: CapIQ as of 1/30/2019; Management Plan (1/14/19); Broker research For DCF, value shown represents WACC used in Base CaseStreet estimates per Wells Fargo of $243MM EBITDA and $1.99 EPS for NTM and $2.09 EPS for 2020E 20 Methodologies Historical Trading Ranges Historical Multiple Ranges Existing Shareholder Buyout General M&A Management Forecasts Street Projections (1) Precedent Transactions

PRELIMINARY & CONFIDENTIAL Preliminary DCF Analysis BackupManagement Base Case Source: Management Plan (1/14/19) 21 Historical Projections Terminal Year FYE 11/30, $MMRevenue% GrowthAdjusted EBITDA% MarginNet Income% MarginCash from Operations% MarginLess: Capital Expenditures% of RevenuePlus: Distribution for Equity Investee / Affiliate 2017A 2018A '19E Stub 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E $671 $675 $353 $729 $746 $764 $777 $798 $669 $681 $695 $710 $727 $744 0.5% - 3.3% 2.4% 2.4% 1.6% 2.7% (16.2%) 1.8% 2.1% 2.1% 2.4% 2.4% $241 $231 $125 $260 $267 $274 $277 $285 $223 $228 $235 $241 $248 $256 36.0% 34.3% 35.4% 35.7% 35.7% 35.8% 35.7% 35.7% 33.4% 33.6% 33.8% 33.9% 34.2% 34.4% $72 $82 $47 $102 $108 $112 $117 $124 $78 $84 $91 $98 $105 $115 10.7% 12.1% 13.3% 14.0% 14.5% 14.7% 15.0% 15.5% 11.7% 12.3% 13.0% 13.7% 14.4% 15.4% $186 $202 $89 $182 $187 $192 $193 $195 $144 $145 $147 $151 $158 $163 27.8% 30.0% 25.3% 24.9% 25.1% 25.2% 24.8% 24.4% 21.6% 21.2% 21.1% 21.2% 21.7% 21.9% 147 144 $53 74 76 91 91 91 90 90 90 90 90 89 21.9% 21.4% 15.0% 10.2% 10.2% 11.9% 11.7% 11.4% 13.5% 13.3% 13.0% 12.7% 12.3% 12.0% 25.5 26.6 $13 26.3 26.5 26.8 27.1 27.3 27.6 27.9 28.2 28.4 28.7 29.0 Free Cash Flow $65 $85 $49 $134 $137 $128 $129 $131 $81 $82 $85 $89 $97 $103 % Margin 9.7% 12.5% 14.0% 18.3% 18.4% 16.8% 16.6% 16.4% 12.2% 12.1% 12.2% 12.6% 13.3% 13.8% PV of Cash Flows $47 $118 $111 $96 $88 $83 $47 $44 $42 $40 $40 $39 PV of Sum of Discounted Cash Flows $757 Illustrative Base Case Valuation @ 20.0x P/E Terminal Year 2030E Net Income $115 Terminal Year 2030E Exit Multiple 20.0x Terminal Value $2,293 PV of Terminal Value $953 % of Equity Value 55.7% PV of Sum of Discounted Cash Flows $757 % of Equity Value 44.3% Implied Equity Value $1,710 Implied Growth Rate 6.4% Implied Share Price $38.43 NTM P/E Exit Multiple WACC 8.0% 8.5% 8.7% 9.0% Post Q3 Range 19.0x19.5x20.0x $39.37$39.94$40.51 $37.96$38.51$39.06 $37.36$37.89$38.43 $36.63$37.15$37.67 20.5x $41.09 $39.60 $38.97 $38.19 Historical Range 21.0x21.5x22.0x $41.66$42.24$42.81 $40.15$40.70$41.24 $39.50$40.04$40.57 $38.71$39.23$39.75

PRELIMINARY & CONFIDENTIAL WACC Supporting Analysis Source: CapIQ as of 1/30/201920-Yr treasury ratePer KPMG as of 6/30/2018Rate per management’s assumed rate for future refinancing 22 WACC Assumptions Risk-Free Rate (1) 2.90% Market Risk Premium (2) 5.5% Cost of Debt (3) 7.0% WACC Calculation Equity / Total Cap 88.0%Debt / Total Cap 12.0%Levered Beta 1.14Cost of Equity 9.2% WACC 8.7% 2.01.51.00.5– 2.5 3.0 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 6 MonthYearYear5 Year Historical Beta Trends Over Time

PRELIMINARY & CONFIDENTIAL Summary of Precedent TransactionsPrecedents suggest a premium to current NASCAR offer Sources: CaplQ and Company filingsIncludes last 3 years of precedent $1-3Bn US M&A transactions excl. energy, financial, real estate, and utilities (n=40)Includes last 10 years of comparable precedent existing shareholder buyouts (n=27) 23 34% 6% 10% 21% 48% 48% 4% 6% - 10% 20% 30%24% 40% 50% 60% Unaffected 30D Avg. LTM LTM High First Offer Unaffected 30D Avg. LTM LTM High Existing Shareholder Buyouts (2)Median Final Offer Premium to: General M&A Transactions (1)Median Purchase Price Premium to: High(Intraday) (Closing) Price High(Intraday) (Closing) ISC Metric --> $39.06 $37.27 $49.95 $47.15 $42.00 $39.06 $37.27 $49.95 $47.15 Implied Purchase Price --> $48.36 $49.91 $52.80 $52.04 $50.69 $57.67 $55.07 $51.87 $50.01

PRELIMINARY & CONFIDENTIAL 24 Precedent Existing Shareholder Buyout TransactionsLast 10 years Note: Transaction values and percent acquired per CapIQ; precedents include existing shareholders with >30% ownership buyout of multiple minority shareholdersSources: CapIQ and Company filings Gray Indicates Cancelled Transactions $MM (except per share) % Trans. Implied Offers Target % First Offer Premium to: Final Offer Premium to: LTM High LTM High LTM High LTM High 6/2/2010 Gerdau Ameristeel Corp. Gerdau Steel North America 34% 1,607 4,768 6,604 $11.00 $11.00 - 48% 47% 14% 16% 48% 47% 14% 16% Steel 9/4/2009 Odyssey Re Holdings Corp. Fairfax Financial Holdings Ltd. 27% 1,041 3,799 – $58.00 $65.00 12% 16% 21% 6% 7% 30% 35% 19% 20% Insurance Communications L.P. Services Date Target Buyer Acq. Value Equity Val. Agg. Val. First Final Incr. Unaffected 30 Day Avg (Intraday) (Closing) Unaffected 30 Day Avg (Intraday) (Closing) Industry 1/4/2010 Alcon Novartis AG 23% $11,798 $51,230 $48,215 $153.00 $168.00 10% (7%) (5%) (8%) (8%) 2% 4% 1% 1% Health Care 4/20/2009 The Pepsi Bottling Group PepsiCo 67% 5,283 7,865 14,411 $29.50 $36.50 24% 17% 30% (16%) (15%) 45% 61% 4% 5% Beverages 12/13/2012 Clearwire Corp. Sprint 50% 3,747 7,517 11,966 $2.60 $2.97 14% 23% 24% (12%) (3%) 40% 42% 0% 10% Telecom Services 4/20/2009 PepsiAmericas PepsiCo 57% 2,009 3,548 6,002 $23.27 $28.50 22% 17% 30% (14%) (13%) 43% 59% 5% 6% Beverages 11/28/2012 Danfoss Power Solutions Danfoss A/S 24% 691 2,833 3,025 $49.00 $58.50 19% 24% 24% (13%) (12%) 49% 48% 4% 5% Agriculture 2/29/2016 Federal-Mogul Icahn Enterprises Holdings 18% 304 1,690 4,557 $7.00 $9.25 32% 41% 64% (50%) (50%) 86% 117% (34%) (34%) Auto Components 6/29/2009 First Advantage Corp. First American Corp. 20% 308 1,522 1,531 $14.04 $19.47 39% 15% 8% (25%) (23%) 59% 50% 4% 6% Application Hosting Services 6/11/2013 Dole Food Company David Murdock 60% 737 1,220 1,493 $12.00 $13.50 13% 22% 15% (21%) (16%) 37% 29% (11%) (6%) Agricultural Products 11/1/2010 CNA Surety Corp. Continental Casualty Co. 38% 456 1,194 – $22.00 $26.55 21% 15% 19% 11% 13% 39% 43% 34% 36% Insurance 12/22/2009 Danfoss Power Solutions Danfoss A/S 24% 165 678 1,199 $10.10 $14.00 39% 20% 10% (0%) 2% 66% 52% 38% 41% Agriculture 3/7/2016 National Interstate Corp. American Financial Group 49% 313 642 – $30.00 $32.50 8% 33% 27% (2%) 4% 44% 38% 7% 12% Insurance 11/15/2010 Mediacom Rocco Commisso 60% 361 597 3,920 $6.00 $8.75 46% 13% 3% (18%) (17%) 64% 50% 20% 22% Cable and Satellite 2/5/2014 National Interstate Corp. American Financial Group 48% 286 592 – $28.00 $30.00 7% 26% 22% (23%) (22%) 35% 31% (17%) (16%) Insurance 9/23/2009 Ligado Networks Harbinger Capital Partners 51% 278 544 1,496 $4.00 $5.00 25% 21% 25% (20%) (16%) 52% 56% - 5% Telecom Services 6/13/2011 M&F Worldwide Corp. MacAndrews & Forbes 57% 277 483 2,511 $24.00 $25.00 4% 42% 15% (22%) (20%) 47% 20% (19%) (16%) Commercial and Professional Services 3/7/2017 Handy & Harman Steel Partners Holdings 37% 171 459 705 $29.00 $35.00 21% 9% 11% (3%) (2%) 32% 34% 17% 19% Steel 3/25/2009 Hearst Television Hearst Broadcasting 18% 76 422 1,217 $4.00 $4.50 13% 91% 133% (84%) (83%) 115% 162% (82%) (81%) Broadcasting 11/3/2009 Landry's Tilman Fertitta 45% 179 398 1,460 $13.00 $24.50 88% 24% 20% 1% 1% 133% 126% 90% 90% Full Service Restaurants 3/23/2009 Cox Radio Cox Media Group 22% 82 382 765 $3.80 $4.80 26% 15% (10%) (71%) (71%) 45% 13% (63%) (63%) Broadcasting 8/1/2016 Affinity Gaming Z Capital Management 59% 217 369 668 $15.00 $17.35 16% - - - - - - - - Casinos and Gaming 11/15/2012 Bluegreen Vacations Corp. BFC Financial 46% 146 318 829 $2.18 $4.64 113% (3%) 7% (54%) (53%) 107% 129% (2%) 1% Hotels And Motels 4/3/2015 Affinity Gaming Z Capital Management 61% 185 306 515 $9.75 $15.00 54% - - - - - - - - Casinos and Gaming 12/12/2016 Alliance Healthcare Fujian Thaihot Investment 49%Services Co. 72 147 801 $9.60 $13.25 38% 20% 27% (1%) 3% 66% 75% 37% Health Care42% Equipment and 7/9/2009 XO Holdings ACF Industries Holding 47% 69 146 871 $0.55 $0.80 45% 90% 79% (30%) (27%) 176% 161% 1% 7% Communication Services 7/22/2010 BlueLinx Holdings Cerberus Capital Management 45% 58 131 559 $3.40 $4.00 18% 35% 23% (46%) (43%) 59% 45% (37%) (33%) Building Product Distribution Low - (7%) (10%) (84%) (83%) 2% 4% (82%) (81%) 40th Percentile 18% 19% 19% (20%) (16%) 45% 44% 1% 5% Average 28% 27% 27% (20%) (18%) 61% 61% 1% 4% Median 21% 21% 22% (16%) (15%) 48% 48% 4% 6% 60th Percentile 24% 23% 24% (12%) (10%) 55% 51% 5% 8% High 113% 91% 133% 14% 16% 176% 162% 90% 90%

PRELIMINARY & CONFIDENTIAL Precedent General M&A Transactions Criteria: US Deals; $1Bn - $3Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, and EnergySource: CapIQ 25 $MM Acqusition Premium Buyer Target 1 Day 30 Day Avg LTM Avg. LTM High (Intraday) (Close) LTM High Target Description Novartis AG Endocyte, Inc. 50% 43% 132% Endocyte, Inc., a biopharmaceutical company, develops targeted therapies for the treatment of cancer and inflammatory diseases in the United States. Inspire Brands, Inc. Sonic Corp. 21% 21% 53% Sonic Corp., through its subsidiaries, operates and franchises a chain of drive-in restaurants in the United States. Stryker Corporation K2M Group Holdings, Inc. 25% 30% 35% K2M Group Holdings, Inc., a medical device company, provides spine and minimally invasive solutions in the United States and internationally. LyondellBasell Industries N.V. A. Schulman, Inc. 9% 10% 27% A. Schulman, Inc. manufactures and supplies plastic compounds and resins. Zoetis Inc. Abaxis, Inc. Announce Transaction Date Value10/17/2018 $2,1029/24/2018 2,3158/29/2018 1,4062/15/2018 2,2645/15/2018 1,995 15% 18% 49% 15% 20%9% 13%13% 15%3% 4%6% 9% Abaxis, Inc. develops, manufactures, markets, and sells portable blood analysis systems for use in human or veterinary patient care to provide rapid blood constituent measurements for clinicians worldwide. Roche Holdings, Inc. Foundation Medicine, Inc. 6/18/2018 2,395 34% 41% 128% 25% 28% Foundation Medicine, Inc. provides various molecular information products in the United States. Eli Lilly and Company ARMO BioSciences, Inc. 5/9/2018 1,628 71% 77% 33% (13%) (8%) ARMO BioSciences, Inc., an immuno-oncology company, develops a pipeline of novel product candidates that activate the immune system of cancer patients to recognize and eradicate tumors in the United States. Prysmian S.p.A. General Cable Corporation 12/3/2017 2,899 38% 45% 64% 30% 34% General Cable Corporation develops, designs, manufactures, markets, and distributes copper, aluminum, and fiber optic wire and cable products for the energy, industrial, construction, specialty, and communications markets. SAP America, Inc. Callidus Software Inc. 1/29/2018 2,576 12% 19% 50% 11% 12% Callidus Software Inc. provides cloud-based sales, marketing, learning, and customer experience solutions worldwide. Kuraray Holdings U.S.A., Inc. Calgon Carbon Corporation 9/21/2017 1,353 63% 68% 42% 14% 16% Calgon Carbon Corporation provides products and services to protect human health and the environment from harmful contaminants in water and air worldwide. Mallinckrodt Public Limited Company Sucampo Pharmaceuticals, Inc. 12/23/2017 1,221 6% 23% 60% 2% 6% Sucampo Pharmaceuticals, Inc., a biopharmaceutical company, focuses on developing, identifying, acquiring, and marketing medicines that meet unmet medical needs, primarily in gastroenterology, ophthalmology, and oncology-related disorders. Roche Holdings, Inc. Ignyta, Inc. 12/21/2017 1,969 76% 69% 170% 48% 60% Ignyta, Inc., a precision oncology biotechnology company, engages in discovering, in-licensing or acquiring, developing, and commercializing molecularly targeted therapies for eradicating residual diseases. Arby's Restaurant Group, Inc. Buffalo Wild Wings, Inc. 11/27/2017 2,892 8% 23% 14% (10%) (10%) Buffalo Wild Wings, Inc. owns, operates, and franchises restaurants under Buffalo Wild Wings, R Taco, and PizzaRev names. Cisco Systems, Inc. BroadSoft, Inc. 10/20/2017 2,288 3% 6% 28% 1% 1% BroadSoft, Inc. provides software and services that enable telecommunications service providers to deliver hosted cloud-based unified communications (UC) to their enterprise customers in North America, Europe, the Middle East, and Africa. The Hershey Company Amplify Snack Brands, Inc. 12/17/2017 1,536 71% 101% 43% 6% 6% Amplify Snack Brands, Inc. develops, markets, and distributes better-for-you snack products in North America and internationally. Post Holdings, Inc. Bob Evans Farms, Inc. 8/8/2017 1,757 15% 14% 40% 2% 3% Bob Evans Farms, Inc. produces and distributes food products for grocery retailers in the United States. Philips Holding USA Inc. The Spectranetics Corporation 6/27/2017 2,117 25% 34% 52% 24% 25% The Spectranetics Corporation, together with its subsidiaries, develops, manufactures, markets, and distributes single-use medical devices used in minimally invasive procedures in the cardiovascular system. WestRock Company Multi Packaging Solutions International Limited 1/23/2017 2,301 28% 25% 22% 2% 5% Multi Packaging Solutions International Limited prints, manufactures, and sells paperboard, paper, and plastic packaging products in North America, Europe, and Asia. TDK U.S.A. Corporation InvenSense, Inc. 12/21/2016 1,425 20% 45% 72% 16% 17% InvenSense, Inc. designs, develops, manufactures, markets, and sells sensor systems on a chip in the United States, China, Taiwan, South Korea, Japan, France, Canada, Slovakia, and Italy. Boral Industries Inc. Headwaters Incorporated 11/20/2016 2,630 21% 34% 35% 14% 16% Headwaters Incorporated provides products and services to building and construction materials sectors in the United States and Canada. Sibanye Gold Limited Stillwater Mining Company 12/9/2016 2,466 23% 21% 61% 13% 16% Stillwater Mining Company engages in the development, extraction, processing, smelting, and refining of platinum group metals (PGMs). Allergan plc ZELTIQ Aesthetics, Inc. 2/13/2017 2,471 14% 29% 65% 9% 14% ZELTIQ Aesthetics, Inc., a medical technology company, engages in developing and commercializing non- invasive products for the selective reduction of fat.

PRELIMINARY & CONFIDENTIAL Precedent General M&A Transactions (cont’d.) Criteria: US Deals; $1Bn - $3Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, and EnergySource: CapIQ 26 $MM Acqusition Premium Buyer Target Announce Transaction Date Value (Intraday) (Close) 1 Day 30 Day Avg LTM Avg. LTM High LTM High Target Description LANXESS Deutschland GmbH Chemtura Corporation (nka:LANXESS Solutions US Inc.) 9/25/2016 2,637 19% 17% 21% 4% 4% LANXESS Solutions US Inc. develops, manufactures, and markets engineered industrial specialty chemicals for industrial manufacturing customers in the United States and internationally. Keysight Technologies, Inc. Ixia 1/30/2017 1,746 8% 17% 64% 4% 8% Ixia provides application performance and security resilience solutions to enterprises, service providers, network equipment manufacturers, and governments in the United States, Romania, India, and internationally. Hewlett Packard Enterprise Company Nimble Storage, Inc. 2/4/2017 1,250 46% 48% 59% 26% 34% Nimble Storage, Inc. provides flash storage platforms. Restaurant Brands International Inc. Popeyes Louisiana Kitchen, Inc. 2/21/2017 1,827 19% 22% 40% 4% 12% Popeyes Louisiana Kitchen, Inc. develops, operates, and franchises quick-service restaurants under the Popeyes Louisiana Kitchen and Popeyes Chicken & Biscuits trade names. Hologic, Inc. Cynosure, Inc. 2/14/2017 1,680 28% 35% 39% 18% 20% Cynosure, Inc. develops, manufactures, and markets aesthetic treatment systems for plastic surgeons, dermatologists, and other medical practitioners. Cintas Corporation G&K Services, Inc. 8/15/2016 2,201 20% 21% 40% 19% 20% G&K Services, Inc. provides branded uniform and facility services programs in the United States and Canada. Teleflex Incorporated Vascular Solutions, Inc. 12/1/2016 1,007 2% 12% 43% 1% 2% Vascular Solutions, Inc., a medical device company, provides clinical solutions for treating coronary and peripheral vascular disease worldwide. Symantec Corporation LifeLock, Inc. 11/20/2016 2,528 16% 34% 67% 15% 16% LifeLock, Inc. provides identity theft protection services for consumers; and consumer risk management services for enterprises in the United States. cancer. Total Count 40 Alaska Air Group, Inc. Virgin America Inc. 4/1/2016 2,995 48% 79% 77% 45% 48% Virgin America Inc. provides scheduled air travel services. Genesys Telecommunications Interactive Intelligence Group, Inc. Laboratories, Inc. 8/30/2016 1,568 6% 5% 67% 2% 2% Interactive Intelligence Group, Inc. provides software and cloud services for customer engagement, communications, and collaboration worldwide. DTI Epiq Systems, Inc. 7/26/2016 1,040 15% 13% 20% (3%) (2%) Epiq Systems, Inc. provides legal process outsourcing (LPO) services in the United States and internationally. Steinhoff International Holdings N.V. Mattress Firm Holding Corp. 8/6/2016 2,982 115% 108% 52% (2%) (1%) Mattress Firm Holding Corp., through its subsidiaries, operates as a specialty retailer of mattresses, and related products and accessories in the United States. Vifor Pharma Ltd. Relypsa, Inc. 7/20/2016 1,690 61% 70% 57% (11%) (10%) Relypsa, Inc., a biopharmaceutical company, develops and commercializes late-stage medicines in theiron deficiency, nephrology, and cardio-renal therapeutic areas. Melrose Industries PLC Nortek Inc. 7/6/2016 2,673 38% 64% 56% (7%) Nortek, Inc. manufactures and sells products for remodeling and replacement, residential and commercial(1%) new construction, and personal and enterprise computer markets primarily in the United States, Canada, and Europe. Medtronic, Inc. Heartware International Inc. 6/27/2016 1,255 93% 86% 22% (38%) HeartWare International, Inc., a medical device company, designs, develops, manufactures, and markets(36%) miniaturized implantable heart pumps or ventricular assist devices (VAD) for the treatment of advanced Samsonite International S.A. Tumi Holdings, Inc. 3/3/2016 1,829 33% 50% 38% 5% heart failure in the United States, Germany, and internationally.6% Tumi Holdings, Inc. designs, produces, and markets various travel and business products, and accessories. Zimmer Biomet Holdings, Inc. LDR Holding Corporation 6/6/2016 1,147 68% 65% 25% (21%) (19%) LDR Holding Corporation designs and commercializes novel and proprietary surgical technologies for spinedisorders. Jazz Pharmaceuticals plc Celator Pharmaceuticals, Inc. 5/27/2016 1,539 73% 100% 598% 66% 70% Celator Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, develops therapies to treat All Deals ($1Bn - $3Bn Transaction Value) Low 2% 5% 14% (38%) (36%) 40th Perc. 20% 24% 41% 4% 6% Median 24% 34% 50% 6% 10% Average 34% 41% 66% 9% 12% 60th Perc. 30% 42% 54% 12% 15% High 115% 108% 598% 66% 70%

PRELIMINARY & CONFIDENTIAL Table of Contents 1. Follow-up Materials From Prior Meeting 2. Valuation Considerations 3. Discussion on Negotiation Strategies I I I I I I 27

Exhibit (c)(5)

February 8, 2019 Special Committee Discussion Materials PRELIMINARY & CONFIDENTIAL

PRELIMINARY & CONFIDENTIAL Agenda Diligence Update Negotiation Strategy and Next Steps I II 2

PRELIMINARY & CONFIDENTIAL Diligence Update 3 DBO has received and discussed with Ignite Management materials analyzing various alternative industry consolidation scenarios, including materials prepared on the following dates: October 2017 Merger of Ignite & Spark(Prepared by Ignite Management) Excel model (“Overdrive Ignite Model”) describing merger of Ignite and Spark and potential growth initiatives of the combined company with resulting impact on 2022 EBITDAGuidance given to Ignite Management was to prepare a plan that would grow 2022 EBITDA to “pre-recession levels” Identified potential upside from the following:Live Event (Capacity Utilization, etc.)Real Estate DevelopmentFacility Utilization (Music Festivals, etc.)Cost Efficiencies October 2017 Growth Strategy Initiatives(Prepared by Nova) Presentation prepared by Nova and their advisors building off of the analysis reviewing a potential merger of Ignite and SparkWas presented to potential minority investor in Nova In addition to the items above, also analyzed:Integrated SponsorshipSchedule RealignmentLicensingOTT / TV ChanneleSportsInternational Expansion May 2018 ConsolidationCredit Analysis(Prepared by Ignite Management) Excel model analyzing the credit and leverage impact of several different possible industry consolidation scenariosNo discussion with credit providers Analyzed the following:Nova buyout of public shareholdersPotential minority investment in Nova (19% and 49% scenarios)Merger with Spark

PRELIMINARY & CONFIDENTIAL MERGER OF IGNITE & SPARK OCTOBER 2017 4

PRELIMINARY & CONFIDENTIAL Source: Overdrive Ignite Model (October 2017) Step 1: Ignite Management Analyzed Combination of Ignite& Spark to Identify EBITDA Growth Opportunities $MM CumulativeAdditional EBITDA Ignite & Spark Consolidated EBITDA (Baseline) 366.3 364.0 451.1 EBITDA - Growth Projection $366.3 $364.0 $674.5 $522.9 2016A 2017E 2018E 2019E 2020E 2021E 2022E Live Event 5.7 28.0 57.9 88.9 129.0 Real Estate Development 50.0 Facility Utilization 1.1 6.3 9.2 10.8 14.0 Cost Efficiency 30.5 30.5 30.5 30.5 Ignite Consolidated EBITDA (Baseline) $238.7 $237.8 $293.7 Spark Consolidated EBITDA (Baseline) 127.6 126.2 157.4 $309.6 $50.0 $41.3 $122.0 5 Key Assumptions: Live Event Facility Utilization Impact Capital: $700MM spent on 7 projects, 8.5% ROI Music Festivals Capacity Management: Remove total of 415,000 seats Driving School Relationships Removal cost of $100/seat Karting Facilities Projecting 97% attendance by 2022 Adventure Sports Food/Beverage: Eliminate outside product Iconic Sporting Events Real Estate Development Cost Efficiency Richmond: Multi-use facility Public Company and Family Phoenix: Retail dining and entertainment Corporate Support Services Chicago: LT ground lease to 3rd party Profit Centers (Salary, Wages, etc.) Charlotte: Retail dining and entertainment Texas: Retail dining and entertainment

PRELIMINARY & CONFIDENTIAL GROWTH STRATEGY INITIATIVES OCTOBER 2017 6

PRELIMINARY & CONFIDENTIAL Step 2: Nova Created a Growth Strategy InitiativesPresentation for Meetings with a Potential Minority Investor The October 2017 “Growth Strategy Initiatives” presentation analyzed the following 10 initiatives as part of a strategy to grow consolidated Nova / Ignite / Spark EBITDA to pre-recession levels 1 Live Event and Fan Experience 6 Licensing 2 Integrated Sponsorship Model 7 OTT / TV Channel 3 Schedule Realignment 8 eSports 4 Real Estate 9 International Expansion 5 Increased Facility Utilization 10 Consolidation Efficiencies These initiatives were based upon Ignite Management’s analysis and assumptions in the Ignite and Spark consolidation materials Ignite Management did not provide the analysis and assumptions for these initiatives Source: Growth Strategy Initiatives (October 2017) 7

PRELIMINARY & CONFIDENTIAL Growth Strategy Initiatives Financial Impact Combined 2017 - 2022 EBITDA Bridge for Nova, Spark, and Ignite $120 $129 $50 $14 $61 $60 $28 $15 $50 $26 $35 $1,024 $436$400$200– $600 $800 $1,000 $1,200 EBITDA ($MM) Ignite Generated Figure from Overdrive Ignite Model Nova Generated Figure from Growth Strategy Initiatives Ignite Identified Consolidated EBITDA Nova Identified Consolidated EBITDA Source: Growth Strategy Initiatives (October 2017) 8

PRELIMINARY & CONFIDENTIAL Observations on Growth Strategy Initiatives Presentation 9 Prepared as a marketing document to a potential minority investorNone of the transactions contemplated in the presentation are known to have occurred or be pendingManagement at Ignite is exploring the following opportunities in the presentation that can be pursued on a standalone basis:Live Event: Capacity utilization and impact capitalSponsorship: Integrated sponsorship strategyIncrease Facility Utilization: New event contentReal Estate: Exploring additional “ONE DAYTONA” type investmentsManagement has stated no actions have been taken to achieve other opportunities (e.g., investment to support increased food and beverage revenues) and some that have been pursued have achieved mixed success (e.g., use of tracks for non-racing events)

PRELIMINARY & CONFIDENTIAL Growth Strategy Initiatives | Summary of Ignite AnalysisIndicates analysis provided by Ignite Management Source: Growth Strategy Initiatives (October 2017) Initiatives (2017-2022) Live Event $129 $0 $129 Sponsorship – 60 60 Schedule – 28 28 Real Estate 50 – 50 Utilization 14 – 14 Licensing – 15 15 OTT – 50 50 eSports – 26 26 International – 35 35 Efficiencies 31 31 61 $MM Growth Strategy Ig nite Analyzed Additional Total 2017E EBITDA $364 $72 $436 Baseline 87 $33 120 Identified Opportunities per October 2017 Presentation Total Incremental $223 $245 $468 Total 2022E EBITDA $675 $349 $1,024 123 4 10

PRELIMINARY & CONFIDENTIAL Source: Growth Strategy Initiatives (October 2017)(1) Per Management Plan (January 2019), diligence conversations with Ignite Management, and “Notes & Assumptions” document accompanying the Growth Strategy Initiatives analysis Impact Capital: Focus on facilities in need of significant guest enhancements in markets that will yield the greatest sustainable financial returns$100MM average project cost$8.5MM EBITDA recognized first year following construction7 potential target markets across Igniteand Spark (Richmond, Talladega, and Darlington all mentioned) Capacity Management: Target to hit 97% of paid utilization for Cup Events and 50% increase in attendance at Xfinity and Camping World seriesCapacity reductions of 65,000 at Ignitefacilities and 350,000 at Spark facilities2% CAGR for average ticket price across all motorsport events Food & Beverage: Eliminate outside product and expand services offerings to increase per cap spending from $7.80 to $13.75 Consumer Car Parking: Expand paid parking from $800K revenue contribution to$10.7MM by growing percentage of paidparking 11 Ignite Management Plan & Commentary (1) Impact Capital: Annual EBITDA lift of $15.5MM from Richmond Infield, Phoenix Redevelopment, and Talladega Infield by 2022Capacity Management: ~75% of paid utilization across Ignite facilities for Cup SeriesIgnite capacity reduction of 65,000 seats completed in 2018~2% average ticket price growth annually for Cup SeriesFood & Beverage: Per cap spending remains at ~$8, with no near-term plans to eliminate outside product and expand services offeringsConsumer Car Parking: No increase included in the Management Plan 1 Live Event and Fan ExperienceIncremental $129MM 2022E EBITDA Assumptions Consolidated EBITDA Contribution ($MM)

PRELIMINARY & CONFIDENTIAL Source: Growth Strategy Initiatives (October 2017)(1) Per diligence conversations with Ignite Management 12 Extend the guest experience at existing facilities, similar to ONE DAYTONA:Richmond (Ignite): Multi-use sports facility with retail,dining, hotel and entertainmentPhoenix (Ignite): Retail, dining, and entertainmentChicago (Ignite): Highest and best use study to determine what opportunities exist including long-term ground leasesCharlotte (Spark): Retail, dining, and entertainmentTexas (Spark): Retail, dining, and entertainment Investment could range from $500MM - $750MM Expected returns to be at least 10% unlevered (cash on cash) EBITDA expectations ~$10MM per investment for a total of $50MM Assumptions Ignite Management Plan & Commentary (1) No new real estate development initiatives are included in the Management PlanThe potential Richmond multi-use sports facility and a sale of Auto Club Speedway are the furthest along in the planning process (of the potential real estate opportunities), but not yet discussed in Board materials or reflected in the Management Plan Real EstateIncremental $50MM 2022E EBITDA 2 ONE DAYTONA Example ($MM) Pro FormaIgnite Incremental EBITDARD&E $8.2 Shoppes 2.1 $10.3 SubtotalIgnite Share of JV Cash FairfieldAutograph 0.50.4 Residential 0.1 Subtotal $1.0 Total EBITDA + JV Cash $11.3

PRELIMINARY & CONFIDENTIAL Source: Growth Strategy Initiatives (October 2017)(1) Per Management Plan (January 2019), diligence conversations with Ignite Management, and “Notes & Assumptions” documentaccompanying the Growth Strategy Initiatives analysis 13 Assumptions Assumes the following 2022 EBITDA contributions from new content additions to Ignite and Spark: Driving schools: $1.5MMOEM ride and drive programs: $1.0MMMusic festivals and concerts: $6.4MM from 8 new festivals (cumulative from 2018)Karting facilities: $1.2MM from 6 new facilitiesRunning and adventure events: $0.8MM from 8 new eventsHoliday light drive-thru shows: $0.6MM from 6 newfacility showsIconic major league sports events: $2.5MM from a major event rotating at same or different facility annuallyAdditional guiding principles:– Preference for content supported by media broadcasters and sustainable over multi-year horizon, with emphasis on partnerships that provide operating capabilities (e.g., AEG and Live Nation for concerts) Ignite Management Plan & Commentary (1)Ignite has attempted and continues to explore new content opportunities, but thus far these efforts have had mixed results for EBITDA growthFaster Horses Festival at Michigan and Hard Summer at Fontana: Risk-free upside of concessions revenueCountry 500 at Daytona: ($2.4MM) EBITDA loss in 2018The Management Plan reflects only the baseline growth target (i.e., ~1% topline growth) and does not include additional facility utilization upside Increased Facility UtilizationIncremental $14MM 2022E EBITDA 3 Consolidated EBITDA Contribution ($MM)

PRELIMINARY & CONFIDENTIAL Consolidation EfficienciesIncremental $61MM 2022E EBITDA 14 Assumptions Ignite Management Commentary (1)Consolidation efficiencies calculated as part of broader consolidation strategy across Nova, Ignite, and Spark– Elements of Corporate Support Services and Profit Center efficiencies would only be available with entire Nova, Ignite, and Spark consolidation strategy $30.5MM calculated by Ignite Management based on Ignite costs and assumed Spark costs, as well as estimated efficiencies in combining the two entities, in the following areas:Public company overheadCorporate office functionsSales and marketingTrack administration and business support An additional $30.5MM is included in the Nova presentation for consolidation efficiencies Source: Growth Strategy Initiatives (October 2017)(1) Per diligence conversations with Ignite Management 4 Consolidated EBITDA Contribution ($MM)

PRELIMINARY & CONFIDENTIAL CONSOLIDATION CREDIT ANALYSIS MAY 2018 15

PRELIMINARY & CONFIDENTIAL Step 3: Analysis by Ignite Management of Borrowing Capacity toFund Consolidation of Ignite / Nova and Ignite / Nova / Spark Source: Strategic Consolidation Plan (May 2018) Sources for FFG Excess Cash on Hand 0.2 0.2 0.2 New Debt 0.9 1.0 1.3 Equity Sold to Minority Investor / PE – 0.3 0.4 Uses for FFG Ignite Acquired 1.4 1.2 1.2 Spark Acquired – – 0.9 Net Cash Returned to (Required by) FFG ($0.3) $0.2 ($0.4) Net Cash Returned to (Required by) Minority Investor / PE – ($0.4) ($0.5) Current Debt 0.4 0.4 0.6 New Debt 0.9 1.0 1.3 2018 Total Debt $1.3 $1.4 $1.9 2024E Total Debt $0.8 $0.7 $0.9 2018 Leverage / 2024E Leverage 5.3x / 2.5x 4.0x / 1.6x 4.2x / 1.7x Total ($MM) $MM Ignite Ignite - Nova Ignite - Nova - Spark Nova Valuation: $2.5 Ignite Valuation: $2.4 Nova Equity – $2.5 $2.5 Spark Valuation: $0.9 Ignite Currently Owned 1.0 1.0 1.0 Ignite Acquired 1.4 1.2 1.2 Spark Acquired – – 0.9 Equity Sold to Minority Investor / PE – (0.3) (0.4) FFG Value Owned $2.4 $4.4 $5.2 Ignite Acquired – 0.1 0.1 Spark Equity Acquired – – 0.1 Equity Acquired from FFG – 0.3 0.4 Minority Investor / PE Value Owned – $0.5 $0.6 Total Valuation $2.4 $4.9 $5.8 FFG Ownership 90% 90% Minority Investor / PE Ownership 10% 10% 16

PRELIMINARY & CONFIDENTIAL Capital Required for Consolidation Scenarios Ownership Scenarios Ignite Economic Interest Spark Acquisition Funds Required FFG Minority Investor FFG Minority Investor FFG Minority Investor Scenario 1: 100% FFG / 0% Minority Investor - - % Acquired$ Acquired 58%$1,388 – 100%$947 – $2,335 – Total Ownership 100% - 100% - $MM, except per share values Current Ownership and Valuation Ignite Spark Price (50 Day Avg.) $41.52 $17.73 Shares Outstanding 44 41 Market Cap $1,831 $729 Premium 30% 30% Implied Value $2,381 $947 FFG Current Ownership (%) 42% - FFG Current Ownership ($) $993 – Scenario 2: 81% FFG / 19% Minority Investor % Acquired 39% 19% 81% 19% $ Acquired $927 $461 $764 $184 $1,690 $645 Total Ownership 81% 19% 81% 19% Scenario 3: 51% FFG / 49% Minority Investor % Acquired 10% 49% 51% 49% $ Acquired $228 $1,160 $486 $462 $714 $1,622 Total Ownership 51% 49% 51% 49% Source: Strategic Track Ownership Plan (May 2018) 17

Exhibit (c)(6)

PRELIMINARY & CONFIDENTIAL February 21, 2019 Pro Forma Leverage Analysis

PRELIMINARY & CONFIDENTIAL Pro Forma Leverage Overview | From GS 2

PRELIMINARY & CONFIDENTIAL Pro Forma Leverage | BF Does Not Roll Equity 3 Sources & Uses Assuming $42.50 Purchase Price Sources France Family Equity Rolled (excl. BF) $634 Brian France Equity Rolled – Nova Cash on BS 22 Ignite Cash on BS 269 Minority Investment – New Debt 1,464 Total Sources $2,389 Uses Purchase Equity $1,846 Paydown Ignite Debt 264 Paydown Nova Debt 114 Fees and Expenses 65 Minimum Cash 100 Total Uses $2,389 Sensitivity Purchase Price Implied Leverage $42.50 4.5x $44.00 4.6x $46.00 4.8x $48.00 5.0x $50.00 5.2x $52.00 5.4x

PRELIMINARY & CONFIDENTIAL Pro Forma Leverage | BF Rolls Equity 4 Sources & Uses Assuming $42.50 Purchase Price Sources France Family Equity Rolled (excl. BF) $634 Brian France Equity Rolled 148 Nova Cash on BS 22 Ignite Cash on BS 269 Minority Investment – New Debt 1,315 Total Sources $2,389 Uses Purchase Equity $1,846 Paydown Ignite Debt 264 Paydown Nova Debt 114 Fees and Expenses 65 Minimum Cash 100 Total Uses $2,389 Sensitivity Purchase Price Implied Leverage $42.50 4.1x $44.00 4.2x $46.00 4.3x $48.00 4.5x $50.00 4.6x $52.00 4.8x

PRELIMINARY & CONFIDENTIAL Sources & Uses Assuming $42.50 Purchase Price 5 Sources France Family Equity Rolled (excl. BF) $634 Brian France Equity Rolled – Nova Cash on BS 22 Ignite Cash on BS 269 Minority Investment 250 New Debt 1,214 Total Sources $2,389 Uses Purchase Equity $1,846 Paydown Ignite Debt 264 Paydown Nova Debt 114 Fees and Expenses 65 Minimum Cash 100 Total Uses $2,389 Sensitivity Purchase Price Implied Leverage $42.50 3.7x $44.00 3.9x $46.00 4.1x $48.00 4.2x $50.00 4.4x $52.00 4.6x Pro Forma Leverage | BF Does Not Roll Equity & $250MMMinority Investment

Exhibit (c)(7)

PRELIMINARY & CONFIDENTIAL March 10, 2019 Special Committee Update Materials

PRELIMINARY & CONFIDENTIAL Updated Management Forecast Overview Management has stated potential impact of DC Solar already factored into FY19 guidance rangeManagement has stated FY19 budget and guidance range, as well as FY20+ Management Plan, assumes the status quoand that Congress does not extend expired motorsports tax provision 2 What’s Changed What Hasn’t Changed FY19 Forecast (based on actuals through end of January and preliminary February results) FY19 Budget and GuidanceFY20+ Management PlanDC Solar Assumptions (1)Tax Extender Assumptions (2)Sanction Agreements AssumptionsBroadcast Agreements Assumptions

PRELIMINARY & CONFIDENTIAL Q1’19 Comparison Source: Management Quarterly Forecast as of 2/25/2019Based on Wells Fargo as of 1/25/2019From ISCA 1Q’18 10Q; Adjustments from GAAP figures include the following (in 000s): $105 related to ISM Raceway Project (other operating), $828 associated with capitalized interest (other operating), $1,116 associated with losses on retirements,$853 of accelerated depreciation, and associated adjustment for income taxes 3 $000s, except per share Q1 - Budget Q1 - Forecast Q1 - Street (1) Q1 - 2018A (2) Admissions $30,199 $29,317 $28,117 $30,562 Motorsports and other event related 108,892 106,588 110,017 105,786 Food, beverage and merchandise 9,756 9,319 7,553 7,950 Other income 4,903 5,205 5,264 4,577 Total Revenue $153,750 $150,429 $150,951 $148,875 NEM Fees 30,898 30,905 30,394 29,865 Motorsports and other event related 26,761 26,189 26,445 26,035 Food, beverage and merchandise 6,916 6,759 5,351 5,629 Other operating 1,244 1,855 2,501 1,932 Direct Expenses 65,819 65,708 64,691 63,461 G&A 27,113 26,719 26,070 25,742 D&A 28,211 28,181 27,094 25,886 Loss on Retirements – 1 – 46 Total Expenses $121,143 $120,609 $117,855 $115,135 Operating Income $32,607 $29,820 $33,096 $33,740 Interest income Interest expense 728(3,738) 1,164(3,721) (3,366) 521(2,885) Other – 17 – 15 Income from equity investments 5,421 5,529 5,234 4,308 Income before taxes $35,018 $32,809 $34,964 $35,699 Income taxes 8,670 8,137 8,916 9,332 Net Income $26,348 $24,672 $26,048 $26,367 EPS $0.61 $0.57 $0.60 $0.60 Adj. EBITDA $66,968 $64,152 $66,920 $65,750 Cash Distributions 6,150 6,150 NA 5,250

PRELIMINARY & CONFIDENTIAL FY 2019 Comparison Based on Management’s Consolidated Financial Statements dated 1/31/2019; Adjusted EBITDA per Management Quarterly Forecast as of 2/25/2019Based on Wells Fargo as of 1/25/2019 Based on Management Guidance during 4Q’18 Earnings CallBased on GS “Sources and Uses” analysis received 2/21/2019 4 $000s, except per share Budget (1) Forecast (1) Street (2) 2018A Guidance (3) Low High Total Revenue $705,900 $698,299 $699,451 $675,036 $685,000 $705,000 Admissions 112,305 109,798 108,797 109,602 Motorsports Related Income 525,391 521,424 530,365 508,505 TV & Ancillary Rights 363,998 363,998 NA 350,822 Sponsorship & Advertising 76,937 74,054 NA 73,010 Suites & Hospitality 39,244 38,139 NA 38,709 Other MSR 45,212 45,233 NA 45,964 FB&M 46,329 45,476 35,840 35,669 Other Income 21,875 21,601 24,449 21,260 Adj. EBITDA 251,084 243,878 243,000 231,374 230,000 250,000 LTM Adj. EBITDA (as of Q2'19) 237,538 231,952 237,037 NA Diluted EPS 2.17 2.05 1.99 1.85 1.85 2.15 GS assumed LTM EBITDA (as of 6/30/2019): $246MM (4)

PRELIMINARY & CONFIDENTIAL $000s, except per share Annual (1) Without Revenue Without Expense Without Revenue With Expense DC Solar Revenues $11,050 – – DC Solar Expenses 7,687 – 7,687 Pre-Tax Income 3,363 – (7,687) Tax Impact (@ 24.80%) (2) 834 – (1,906) Net Income 2,529 – (5,781) EPS (2) $0.06 – ($0.13) EPS Δ (3) – ($0.06) ($0.19) DC Solar SummaryDC Solar annual contract: $11.050MM revenue, $7.687MM expense DC Solar revenue and expense estimates per ISC Memo on DC Solar (2/5/2019); Analysis shown is simplified for illustrative purposesAssumed tax rate and shares outstanding are FY2019 figures from Management Quarterly Forecast as of 2/25/2019EPS delta in relation to estimated annual earnings 5

PRELIMINARY & CONFIDENTIAL Tax Extender Summary Source: ISC Management estimates provided by email on 3/8/19 and estimated in XLS “Extenders – 7year life illustrative impact” Subject to amount of annual capital expenditures and IRS determination on motorsport asset definitionEPS impact for 2018A calculated using 2018 actual share count per 2018 10K; Annual EPS impact calculated using 2019E share count per Management Quarterly Forecast as of 2/25/2019 6 Potential $10-$15MM return of 2018 tax payments, $5-$10MM tax decrease in 2019+Management Budget, Forecast, and Guidance assumes expired motorsports tax provisions are not retroactively extended effective 1/1/2018Extension of the motorsports tax treatment could potentially increase EPS. Below isthe illustrative impact based on management estimates$MM Tax Decrease EPS Δ (2) 2018A Annual (2019) (1)Low High Low High$15.0 $20.0 $5.0 $10.00.35 0.46 0.12 0.23

PRELIMINARY & CONFIDENTIAL Update on 2019 Admissions & AttendanceH1 Cup Series and quarterly totals with Q1 finals and Q2-Q4 sales to date Note: SDO is “Same Days Out”Source: Business Insights Executive Sales Report (2/19/19), p.1. Revenue figures exclude sales tax and other adjustments.Source: Business Insights Executive Sales Report (3/8/19), pp. 2-8. Revenue figures exclude sales tax and other adjustments. 7 Q1 Final (1) Gate Admissions (Revenue) Sold Tickets (Attendance) Avg. Ticket Price 2019 Budget 2019 Actual 2018 Actual % Δ 2019 Budget 2019 Actual 2018 Actual % Δ 2019 Budget 2019 Actual 2018 Actual % Δ DIS Daytona 500 $19,670,000 $18,958,229 $19,645,197 (3.6%) 98,700 98,546 98,930 (0.4%) $199.29 $192.38 $198.58 (3.2%) Total Q1 All Events $29,556,328 $28,077,124 $29,363,902 (4.6%) 221,446 212,692 217,920 (2.5%) $133.47 $132.01 $134.75 (2.1%) Q2 - Q4 2019 Sales to Date (2) Gate Admissions (Revenue) Sold Tickets (Attendance) Avg. Ticket Price 2019 Budget 2019 Current 2018 SDO % Δ 2019 Budget 2019 Current 2018 SDO % Δ 2019 Budget 2019 Current 2018 SDO % Δ ISM TicketGuardian 500 $3,817,355 $2,259,853 $2,099,543 7.1% 41,323 27,177 31,154 (14.6%) $92.38 $83.15 $67.39 19.0% ACS Auto Club 400 3,862,038 2,891,303 3,136,928 (8.5%) 54,892 40,332 43,930 (8.9%) $70.36 $71.69 $71.41 0.4% TSS Geico 500 4,460,450 2,642,140 2,742,011 (3.8%) 53,750 30,675 31,756 (3.5%) $82.99 $86.13 $86.35 (0.3%) KSC Kansas 400 3,737,367 1,711,511 2,209,540 (29.1%) 40,491 17,876 22,937 (28.3%) $92.30 $95.74 $96.33 (0.6%) Total Q2 All Events $23,851,846 $14,076,265 $15,441,056 (9.7%) 363,069 215,352 245,116 (13.8%) $65.70 $65.36 $62.99 3.6% Total Q3 All Events $20,339,731 $9,285,960 $9,560,303 (3.0%) 291,535 130,798 133,059 (1.7%) $69.77 $70.99 $71.85 (1.2%) Total Q4 All Events $29,971,166 $6,475,595 $7,107,965 (9.8%) 442,623 89,029 96,090 (7.9%) $67.71 $72.74 $73.97 (1.7%) Total FY19 All Events $103,604,071 $57,817,418 $61,372,076 (6.1%) 1,313,673 644,031 688,138 (6.8%) $78.87 $89.77 $89.19 0.6%

PRELIMINARY & CONFIDENTIAL Update on 2019 Sponsorship/Advertising & Hospitality Sales Source: Weekly Revenue Dashboard (3/6/19), p.8. Other includes the following revenue categories: Additional Benefits; Admissions; Americrown; Chalets; Credentials; Credit; Fan; Non-Event Facility Rentals; Publications; Reimbursed Expense; Small Group; High-end (Premium Club); Campground/Specialty Vehicle; Motorcoach/RV Hospitality; Web Multimedia; Large Screen Video; ISM Vision; One Daytona 8 2019 AdjustedBudget 2019 EstimatedFinal 2019 EF to 2019Budget ($) 2019 EF to 2019Budget (%) 2018 Actual 2019 EF v 2018A ($) 2019 EF v 2018A (%) Sponsorship and Advertising Display $10,745,655 $9,813,834 ($931,821) (8.7%) $10,631,668 ($817,834) (7.7%) Signage 2,778,508 2,531,106 (247,402) (8.9%) 2,417,267 113,839 4.7% Sponsorship 52,647,929 51,565,117 (1,082,812) (2.1%) 47,056,103 4,509,014 9.6% Subtotal $66,172,092 $63,910,057 ($2,262,035) (3.4%) $60,105,038 $3,805,019 6.3% Hospitality Executive Suites $232,009 $279,894 $47,885 20.6% $210,243 $69,651 33.1% Suites 26,058,618 24,375,952 (1,682,666) (6.5%) 25,423,502 (1,047,550) (4.1%) Subtotal $26,290,627 $24,655,846 ($1,634,781) (6.2%) $25,633,745 ($977,899) (3.8%) All Other Subtotal $30,047,388 $32,118,155 $2,070,767 6.9% $33,235,186 ($1,117,031) (3.4%) Grand Total $122,510,107 $120,684,058 ($1,826,049) (1.5%) $118,973,969 $1,710,089 1.4%

PRELIMINARY & CONFIDENTIAL 9 Pro Forma Leverage | BZF Does Not Roll Equity Assumes BZF shares of 3,488,550, as provided by GS Note: Assumes pro forma EBITDA of $310MM as of transaction close (6/30/19) with $78MM for Nova and $232MM for Ignite; Assumes $65MM in fees and expenses; Assumes Ignite cash of $284MM; Assumes total FDSO of 43,796,600 (includes restricted stock and options per TSM) Sources & Uses Assuming $43.50 Purchase Price Sources Equity Rolled $652 Nova Cash on BS 22 Ignite Cash on BS 284 Minority Investment – New Debt 1,491 Total Sources $2,449 Uses Purchase Equity $1,905 Paydown Ignite Debt 265 Paydown Nova Debt 114 Fees and Expenses 65 Minimum Cash 100 Total Uses $2,449 Purchase Price Implied Leverage Purchase Price Equity Rolled Purchase Non-FamilyStockholder Equity New Debt $42.00 4.7x $1,839 $629 $1,210 $1,448 $43.00 4.8x 1,883 644 1,239 1,477 $43.50 4.8x 1,905 652 1,253 1,491 $44.00 4.9x 1,927 659 1,268 1,506 $45.00 5.0x 1,971 674 1,297 1,535 $46.00 5.0x 2,015 689 1,325 1,563 $47.00 5.1x 2,058 704 1,354 1,592 $48.00 5.2x 2,102 719 1,383 1,621 $49.00 5.3x 2,146 734 1,412 1,650 $50.00 5.4x 2,190 749 1,441 1,679 $51.00 5.5x 2,234 764 1,469 1,708 $52.00 5.6x 2,278 779 1,498 1,736 $MM except share price

PRELIMINARY & CONFIDENTIAL 10 Pro Forma Leverage | BZF Does Not Roll Equity Assumes BZF shares of 801,534, as calculated from BZF Form 4 (July 2, 2018) (1) Sources & Uses Assuming $43.50 Purchase Price Equity Rolled Nova Cash on BS Ignite Cash on BSMinority Investment New Debt $76922284– 1,375 Total Sources $2,449 Purchase Equity Paydown Ignite Debt Paydown Nova Debt Fees and Expenses Minimum Cash $1,90526511465100 Total Uses $2,449 Purchase Price Implied Leverage Purchase Price Equity Rolled Purchase Non-Family New Debt Stockholder Equity $42.00 4.3x $1,839 $742 $1,097 $1,335 $43.00 4.4x 1,883 760 1,123 1,361 $43.50 4.4x 1,905 769 1,136 1,375 $44.00 4.5x 1,927 778 1,149 1,388 $45.00 4.6x 1,971 795 1,176 1,414 $46.00 4.6x 2,015 813 1,202 1,440 $47.00 4.7x 2,058 831 1,228 1,466 $48.00 4.8x 2,102 848 1,254 1,492 $49.00 4.9x 2,146 866 1,280 1,518 $50.00 5.0x 2,190 884 1,306 1,544 $51.00 5.1x 2,234 901 1,332 1,571 $52.00 5.2x 2,278 919 1,359 1,597 $MM except share price Sources Uses Note: Assumes pro forma EBITDA of $310MM as of transaction close (6/30/19) with $78MM for Nova and $232MM for Ignite; Assumes $65MM in fees and expenses; Assumes Ignite cash of $284MM; Assumes total FDSO of 43,796,600 (includes restricted stock and options per TSM) (1) Includes only shares identified on Form 4 as held directly by BZF or by entities not allocated to the remainder of the France Family Group

PRELIMINARY & CONFIDENTIAL 11 Pro Forma Leverage | BZF Does Not Roll Equity Assumes BZF shares of 218,592, as calculated from BZF Form 4 (July 2, 2018) (1) Sources & Uses Assuming $43.50 Purchase Price Sources Equity Rolled $794 Nova Cash on BS 22 Ignite Cash on BS 284 Minority Investment – New Debt 1,349 Total Sources $2,449 Uses Purchase Equity $1,905 Paydown Ignite Debt 265 Paydown Nova Debt 114 Fees and Expenses 65 Minimum Cash 100 Total Uses $2,449 Purchase Price Implied Leverage Purchase Price Equity Rolled Purchase Non-FamilyStockholder Equity New Debt $42.00 4.2x $1,839 $767 $1,073 $1,311 $43.00 4.3x 1,883 785 1,098 1,336 $43.50 4.4x 1,905 794 1,111 1,349 $44.00 4.4x 1,927 803 1,124 1,362 $45.00 4.5x 1,971 821 1,149 1,388 $46.00 4.6x 2,015 840 1,175 1,413 $47.00 4.6x 2,058 858 1,201 1,439 $48.00 4.7x 2,102 876 1,226 1,464 $49.00 4.8x 2,146 894 1,252 1,490 $50.00 4.9x 2,190 913 1,277 1,515 $51.00 5.0x 2,234 931 1,303 1,541 $52.00 5.1x 2,278 949 1,328 1,566 $MM except share price Note: Assumes pro forma EBITDA of $310MM as of transaction close (6/30/19) with $78MM for Nova and $232MM for Ignite; Assumes $65MM in fees and expenses; Assumes Ignite cash of $284MM; Assumes total FDSO of 43,796,600 (includes restricted stock and options per TSM) (1) Includes only shares identified on Form 4 as held directly by BZF

Exhibit (c)(8)

PRELIMINARY & CONFIDENTIAL April 25, 2019 TRK Offer Benchmarking

PRELIMINARY & CONFIDENTIAL 2 Offer Comparison Note: Aggregate value includes all outstanding sharesNASCAR offer letter to ISC (11/8/2018)Sonic Financial Corporation offer letter to TRK (4/23/2019) Current cash offer of $45 per share for shares not owned by controlling shareholders of NASCAR, the “Family Stockholders”– France Family Group has ~42% of the economic ownership and ~75% of the voting ownershipRepresents implied AV of ~$1,955MMAcquisition rationale: “We believe the industry would benefit from structural change in order to best position the sport on a going forward basis. This will require significant time, effort, and investment. We believe that this transformation will be best undertaken as a private company. Moreover, we believe that the consolidation of the ownership of ISC and NASCAR, as private companies guided by the Family Stockholders, is in the best interests of all constituents of the sport and will position motorsports for long- term success and viability.”Offer states that “the Family Stockholders…have no interest in selling any shares of ISC common stock owned by them. The Family Stockholders would not expect, in their capacity as shareholders of ISC, to vote in favor of any alternative sale, merger or other extraordinary corporate transaction involving the Company.” Initial cash offer of $18 per share for shares notowned by the “Smith Group”– Smith Group has ~70% of the economic and voting ownershipRepresents implied AV of ~$857MMAcquisition rationale: “As you know, NASCAR racing has faced several challenges in recent years, and the Company has been impacted by these challenges. NASCAR has indicated the sport would benefit from structural change. We believe TRK would be more able to compete in this challenging and changing environment as a private company.”Offer states that “[the] Proposal should not be construed as indicating an interest in participating in any alternative change of control transaction involving the Company. The Smith Group, in their capacities as shareholders, have no interest in selling control of TRK.” France Family | ISC (1) Smith Family | TRK (2)

PRELIMINARY & CONFIDENTIAL Multiples Comparison Note: Unaffected dates are 4/22/2019 and 11/9/2018 for TRK and ISC, respectivelyNTM consensus estimates as of unaffected datesCalculation assumes net debt of $120MM and FDSO of 41MM for TRK, ($16MM) and 44MM for ISC, respectively 3 TRK ISC Unaffected Offer Unaffected Offer Price $13.70 $18.00 $39.06 $45.00 NTM EPS (1) $0.95 $1.97 Implied P/E 14.4x 18.9x 19.9x 22.9x NTM EBITDA (1) $115.8 $239.3 Implied AV / EBITDA (2) 5.9x 7.4x 7.1x 8.2x

PRELIMINARY & CONFIDENTIAL TRK Share Price Performance and Trading Volume Source: CapIQ as of 4/24/2019(1) Public float of ~11.4MM shares per CapIQ 4 $13.94 $16.26 12.00 14.00 16.00 18.00 20.00 Jan-19 Jan-19 Jan-19 Jan-19 Feb-19 Feb-19 Mar-19 Mar-19 Mar-19 Apr-19 Apr-19 Apr-19 Smith Group Offer Price : $18.00 TRK Share Price($USD) Current:$18.55 3/13/2019: Announced FY18 earnings; issued FY19 guidance 4/23/2019: Pre Smith Group public offer at $18 per share 4/24/2019: TRK share price increases 33% on news of offer; Daily trading volume increases >10x to 690K (~6% of public float) (1)

PRELIMINARY & CONFIDENTIAL M&A Premiums Analysis Comparison 5 $45 per share represents a 15.2% premium to the 1 Day Unaffected price of $39.06 A 15.2% premium to the 1 Day Unaffected price ranks in the 36th percentile of comparable transactions for this metric (i.e., 36% of the relevant comparable transactions were completed at this premium or lower) Offer Price Premiums / Discounts1 Day 30 Day LTM High Unaffected Unaffected (Closing)VWAP 1 Day Unaffecte Percentiles30 Dayd UnaffectedVWAP LTM High (Closing) Metric: $39.06 $37.27 $47.15 $39.06 $37.27 $47.15 $45.00 15.2% 20.8% (4.6%) 36.4% 26.8% 10.4% Criteria: US Deals; $1Bn - $10Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, Technology, BioTech and Energy; 2016-2018Source: CapIQ, SEC Filings (1) Per CapIQ Offer Price Premiums / Discounts1 Day 30 Day LTM High Unaffected Unaffected (Closing)VWAP 1 Day Unaffecte Percentiles30 Dayd UnaffectedVWAP LTM High (Closing) Metric: $13.70 $14.21 $18.17 $13.70 $14.21 $18.17 $18.00 31.4% 26.6% (0.9%) 82.6% 51.1% 21.1% ISC TRK

PRELIMINARY & CONFIDENTIAL 6 TRK Historical Trading Company has traded at ~18.0x forward earnings and ~7.5x NTM EBITDA Share Price (1) AV / NTM EBITDA Forward P/E 10.0x9.5x9.0x8.5x8.0x7.5x7.0x6.5x6.0x5.5xApr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17 Oct-17 Apr-18 Oct-18 Apr-19 60%: 7.6xMedian: 7.5x40%: 7.3xCurrent: 5.8x $14 $16 $18 $22$20 $28$26$24 $12Apr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17 Oct-17 Apr-18 Oct-18 Apr-19 60%: $19.06Median:$18.43 40%: $18.06Current:$13.70 15.0x 17.0x 19.0x 25.0x23.0x21.0x 13.0xApr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16Note: Current multiple based on consensus projections; Summary statistics for five years prior to initial offer date Source: CapIQ as of 4/24//2019 (using 4/22/2019 as latest day)(1) Closing share price for each trading day Apr-17 Oct-17 Apr-18 Oct-18 Apr-19 60%: 18.6xMedian: 17.7x40%: 17.2xCurrent: 14.4x Projections not available

PRELIMINARY & CONFIDENTIAL TRK Shareholder Analysis Over Time Source: CapIQ as of 4/24/2019(1) Represents estimated cost basis based on acquired shares 7 Holder Name Sonic Financial Corporation OBS Holdings 12/30/16 3/30/17 6/30/17 9/30/17 12/30/17 3/30/18 6/30/18 9/30/18 12/30/18- - - - - - - - -- - - - - - - - - Cum. r in Shares Cost Basis of (1) Ownership Last 9 Quarters Shrs. Acquired Shares %- $37.63 23,700,000 58.1%- $17.22 5,300,000 13.0% Dimensional Fund Advisors 3,499 24,655 27,458 (27,083) 32,028 37,126 20,728 17,240 18,912 154,563 $22.88 3,258,252 8.0% The Vanguard Group 44,050 37,153 64,192 (10,533) 49,504 (22,293) 18,089 65,991 (128,237) 117,916 $25.34 1,010,660 2.5% BlackRock 70,270 (1,748) (10,555) 10,477 6,636 (639) 13,784 3,435 78,404 170,064 $17.08 800,907 2.0% Patient Capital Management - - - - - - - - - - $16.33 440,046 1.1% Norges Bank Investment Management - - 10,000 387,166 - - - - (213,449) 183,717 $22.81 429,066 1.1% Renaissance Technologies 41,600 (29,300) (25,800) 6,700 44,400 (1,400) 91,600 1,223 26,865 155,888 $25.51 416,788 1.0% State Street Global Advisors 8,819 (41,373) 7,871 6,025 6,225 7,509 (8,582) 3,441 (2,277) (12,342) $27.28 238,576 0.6% Brooks, William R. (Vice-Chairman, CFO & Treasurer) - 15,179 - - - 15,330 - - - 30,509 $25.10 232,421 0.6% Bridgeway Capital Management - - - 25,000 - - 24,900 - (38,407) 11,493 $19.59 226,256 0.6% BNY Mellon Asset Management 19,727 7,454 (2,083) 2,283 65,564 2,004 5,301 9,134 (70,478) 38,906 $26.65 220,976 0.5% Northern Trust Global Investments (860) (172) 6,539 (5,206) (46,495) 3,595 13,034 3,764 2,097 (23,704) $23.90 177,987 0.4% Potrero Capital Research - (2,949) 23,767 - 16,902 - (34,082) (23,963) (76,951) (97,276) $19.07 170,528 0.4% AXA Investment Managers 28,510 37,648 32,000 14,316 39,420 - 14,509 - (28,751) 137,652 $27.86 162,289 0.4% PanAgora Asset Management (7,319) - 13,825 51,285 48,144 40,525 (736) 2,607 300 148,631 $21.07 155,950 0.4% North Star Investment Management Corporation 5,000 40,590 12,300 (350) - 3,126 8,000 10,500 15,500 94,666 $18.67 151,592 0.4% J.P. Morgan Asset Management 1,146 7,691 (18,584) (4,480) (3,985) (16,287) (15,674) 4,075 (4,650) (50,748) $29.18 143,950 0.4% Geode Capital Management 588 3,270 2,594 802 1,161 2,804 5,226 2,916 6,392 25,753 $22.16 119,940 0.3% Alambic Investment Management (3,963) 6,005 - (405) 582 (15,982) - - 82,376 68,613 $17.10 82,376 0.2% Marshall Wace - - - - - - - 12,478 62,217 74,695 $16.67 74,695 0.2% Arrowstreet Capital 30,244 13,000 (180) 5,200 53,502 (10,405) (10,753) (4,265) (16,053) 60,290 $19.97 70,517 0.2% PGIM - 1,793 10,600 (9,941) (8,255) (11,390) (670) 4 1,111 (16,748) $23.18 70,435 0.2% First Quadrant 22,107 26,846 (21,934) 5,391 6,294 (11,549) 30,992 1,168 7,558 66,873 $19.11 66,873 0.2% Charles Schwab Investment Management 2,002 2,223 9,747 (5,638) 4,178 1,521 8,896 3,687 (816) 25,800 $27.50 65,715 0.2% Top 25 Holders 265,420 147,965 141,757 451,009 315,805 23,595 184,562 113,435 (278,337) 1,365,211 $22.81 37,786,795 92.6% Average Price Over Quarter $19.59 $20.80 $18.24 $20.12 $20.37 $19.32 $17.48 $17.63 $16.47

Exhibit (c)(9)

CONFIDENTIAL May 22, 2019 Fairness Opinion Presentation

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For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. 2

CONFIDENTIAL Situation Overview NASCAR letter to ISC Board of Directors (11/8/2018)NASCAR presentation on the Combination Rationale (3/18/2019) On November 8, 2018, NASCAR Holdings, Inc. (“NASCAR”) submitted a bid to acquire all of the outstanding shares of International Speedway Corporation (“ISC”) that are not owned by the controlling shareholders of NASCAR (the “Family Stockholders”), for $42 per share in cashFollowing multiple rounds of negotiations and counter offers between NASCAR and the ISC Special Committee formed to consider the proposed merger, NASCAR submitted a best and final offer of $45 per share on April 4, 2019NASCAR has stated the following reasons for a combination: 3 We believe the industry would benefit from structural change in order to best position the sport on a going forward basis. This will require significant time, effort, and investment. We believe that this transformation will be best undertaken as a private company. Moreover, we believe that the consolidation of the ownership of ISC and NASCAR, as private companies guided by the Family Stockholders, is in the best interests of all constituents of the sport and will position motorsports for long- term success and viability. (1) NASCAR and the France family strongly believe that the proposed transaction is needed to turn around the sport in the face of the headwinds currently limiting value to all industry stakeholders. Current fragmented industry structure limits the ability to rapidly react to headwindsThe proposed transaction will further align incentives, bring stability to the industry, and allow NASCAR to be more nimble in its ability to make industry-wide decisions (2) NASCAR stated in its offer that the Family Stockholders would not expect, in their capacity as shareholders of ISC, to vote in favor of any alternative sale, merger, or other extraordinary corporate transaction– Extraordinary corporate transactions include sale to another party, significant M&A, asset sales, LBO, andREIT conversion, which have been excluded from our analysis at the direction of the Special Committee

CONFIDENTIAL NASCAR will acquire all of the outstanding shares of ISC Class A and Class B common stock that are not owned by the Rollover Shareholders for $45.00 per share in an all-cash merger transaction (1) Note: Current share price as of 5/20/2019Rollover Shareholders are the controlling shareholders of NASCAR other than Brian Z. France and his affiliated entitiesUnaffected date is 11/9/2018 (public announcement of offer occurred after market close)Equity Value calculated as share price multiplied by FDSO of 43.5MM (per Merger Agreement as of 5/21/2019) Aggregate Value calculated as Equity Value plus net debt (as of latest quarterly filing)Low estimates per April Board Presentation (4/10/2019); Forecast estimates per Revised Forecast (as of 2/28/2019) 4 Share Premium Price Share Implied Unaffected (2) Purchase Price Share Price $39.06 $45.00 Merger Consideration Equity Value ($MM) (3) $1,699 $1,957 Aggregate Value ($MM) (4) $1,683 $1,941 Current 1 Day Unaffected (2) 30 DayUnaffected VWAP (2) Purchase Price per Share Price $43.96 $39.06 $37.27 Analysis Premium % 2.4% 15.2% 20.8% FY2019E(Low / Forecast) (5) FY2020E(Forecast) Purchase Price per AV / EBITDA 8.4x / 8.0x 7.7x Multiples P/E 24.3x / 22.4x 19.9x Summary of ProposalKey financial statistics

CONFIDENTIAL 5 ISC Overview & Trends ISC is an owner of major motorsports entertainment facilities and promotor of motorsports themed entertainment activities Founded in 1953 by France Family and headquartered in Daytona Beach, FL850+ employeesOwn and/or operate 13 motorsports facilities in the U.S. including Talladega Superspeedway and Daytona International Speedway In 2018, ISC’s facilities promoted over 100 stock car, open wheel, sports car, truck, motorcycle and other events– Largest promoter of NASCAR events, with ~90% of revenues from NASCAR-sanctioned racing events Revenue segments include: Admissions: ticket sales for racing events and other motorsports activities and amusementsMotorsports and other event related: TV and ancillary media rights fees, promotion and sponsorship fees, hospitality rentals, advertising revenues, royalties, etc.Food, beverage and merchandise: concession stands, souvenir sales, hospitality catering, programs and other merchandise and fees paid by 3rd party vendorsOther: includes revenue derived from leasing space in retail operations, such as ONE DAYTONA and Kansas Casino Sources: ISC SEC filings; Revised Forecast (as of 2/28/2019)Sports Business Journal, Frontstretch TV Ratings, ShowBuzzDailyNASCAR “Combination Rationale” 3/18/2019, p. 12 (3) Revenue includes “Sponsorship Display Billboard” and “Advertising Revenue” from “MSR 10 year trailing 2010 to 2019”; DC Solar from Management’s “_Summary of DC Solar relationship” XLS; YTD estimates from Management Weekly Revenue Dashboard (as of 5/8/2019) Company Overview Core Operations Key Revenue Drivers & Trends Admissions Admissions revenue down (16%) from 2014 to 2018, with a CAGR of (4%)Management forecasts flat revenues from 2018 to 2019, with an increase of ~0.6% thereafter Broadcast & Ratings Broadcast rights contribute over 50% of ISC revenue, with an average annual escalator of ~4%Following the expiration of the current broadcast agreement in 2024, Management forecasts a renewal at the 2015 value with the same average annual CAGRAverage season viewership for the NASCAR Cup series is down (52%) over the past ten years (2008 – 2018); however, average race viewership is only slightly down (1%) through the first 12 races of the 2019 season and is up 4% at ISC tracks (1) Sanction Agreements Management assumes a continuation of the 65/25/10 broadcast fee revenue split, with ISC receiving ~53% of the revenue distributed to promotersHowever, NASCAR and the France Family have indicated the current media rights revenue allocation may change when race Team Charter agreements are renegotiated at the end of the 2020 season (2) Sponsorship&Advertising (3) ISC’s sponsorship and advertising revenue declined ~28% from 2009-2014, and grew ~20% from 2014-2018; DC Solar contributed~$15MM through FY2018Management forecasts a decline of ~$10MM from 2018 to 2019 primarily due to the loss of the DC Solar sponsorship across multiple tracks, with YTD sponsorship sales lagging budget (on top of DC Solar loss)Beginning in 2020, Management forecasts sponsorship growth of ~2% annually through 2024 and ~1% thereafter (excluding 2023 which accounts for the loss of ~$5MM Fox sponsorship)

CONFIDENTIAL Industry Trends $193 $214 $206 $204 $223 $235 $235 $254 $236 $196 $160 $144 $136 $130 $130 $130 $124 $122 $110 $142 $139 $144 $150 $157 $177 $175 $180 $188 $163 $139 $130 $116 $106 $101 $101 $91 $87 $78 $335 $353 $349 $354 $379 $412 $410 $433 $424 $359 $300 $275 $252 $236 $230 $231 $214 $208 $188 7.1 6.9 6.4 6.0 6.5 5.8 5.8 5.3 5.1 4.5 4.1 3.3 0 1 2 3 4 5 6 7 – $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 Average Viewership per Cup Race (MM) Admissions Revenues ($MM) Admissions Revenue Since 2000 & Viewership Over Prior Two Broadcast Agreements Fox | TNT | ABC | ESPN Fox | NBC (7.3%) ISC (7.3%) TRK (4.1%) Fox | TNT | ABC | ESPN Viewership 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018(13.5%) Fox | NBCViewership CAGRs: 2007-2018 2007-2018 2007-2014Sources: Admissions revenues from ISC and TRK SEC filings; Viewership data from Sports Business Journal 2015-2018 6

CONFIDENTIAL ISC Historical and Projected Financials Source: Historical financials per Company filings; Projected financials per Revised Forecast (as of 2/28/2019) used at the direction of the Special Committee(1) Historical figures are “Broadcast Rights Revenue” from “MSR 10 year trailing 2010 to 2019”; projected figures are “TV & Ancillary Rights” per Revised Forecast (as of 2/28/2019) 7 $MM, except per shareFYE 11/30 Historical 2015A 2016A 2017A 2018A Projected 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Admissions $130.2 $123.5 $121.5 $109.6 $109.8 $110.4 $111.0 $111.6 $112.2 $112.8 $113.5 $114.1 $114.7 $115.4 $116.0 $116.6 Broadcast & Ancillary Rights (1) 314.5 325.1 337.4 350.8 365.6 380.2 394.6 409.6 431.6 449.8 317.7 327.5 339.3 351.2 365.6 380.2 Other Motorsports Related 137.4 152.1 154.3 157.7 145.3 148.7 150.1 151.6 148.0 149.4 150.4 151.3 152.3 153.2 154.2 155.2 Motorsports Related 451.8 477.2 491.7 508.5 510.9 528.9 544.7 561.2 579.7 599.2 468.1 478.8 491.6 504.5 519.9 535.4 Food, Beverage, & Merchandise 47.3 42.0 41.3 35.7 45.9 46.6 47.0 47.4 47.8 48.2 48.5 48.8 49.2 49.5 49.8 50.2 Other Income 16.1 18.3 17.0 21.3 22.3 26.0 26.4 26.8 27.2 27.5 28.0 28.5 28.8 29.3 29.8 30.2 Total Revenues $645.4 $661.0 $671.4 $675.0 $688.9 $711.9 $729.1 $747.0 $766.8 $787.8 $658.0 $670.2 $684.3 $698.6 $715.5 $732.4 % Growth (1.0%) 2.4% 1.6% 0.5% 2.1% 3.3% 2.4% 2.4% 2.7% 2.7% (16.5%) 1.8% 2.1% 2.1% 2.4% 2.4% Adj. EBITDA (Non-GAAP) $229.8 $238.8 $241.5 $231.4 $241.8 $250.4 $256.9 $263.6 $268.6 $276.6 $214.3 $219.4 $225.4 $231.6 $238.9 $246.2 % Growth 6.2% 3.9% 1.1% (4.2%) 4.5% 3.6% 2.6% 2.6% 1.9% 3.0% (22.5%) 2.4% 2.7% 2.7% 3.2% 3.1% % Margin 35.6% 36.1% 36.0% 34.3% 35.1% 35.2% 35.2% 35.3% 35.0% 35.1% 32.6% 32.7% 32.9% 33.1% 33.4% 33.6% Net Income (Non-GAAP) $67.3 $68.1 $72.1 $81.5 $87.4 $95.8 $101.6 $105.6 $111.3 $117.9 $72.2 $77.9 $84.4 $91.0 $98.4 $107.8 % Growth 2.1% 1.2% 5.9% 13.1% 7.2% 9.6% 6.1% 3.9% 5.4% 5.9% (38.7%) 7.9% 8.3% 7.9% 8.0% 9.6% % Margin 10.4% 10.3% 10.7% 12.1% 12.7% 13.5% 13.9% 14.1% 14.5% 15.0% 11.0% 11.6% 12.3% 13.0% 13.7% 14.7% Diluted EPS $1.44 $1.48 $1.61 $1.85 $2.01 $2.26 $2.44 $2.57 $2.75 $2.93 $1.80 $1.95 $2.12 $2.29 $2.48 $2.73 Revenue Growth By Segment Admissions 0.4% (5.1%) (1.6%) (9.8%) 0.2% 0.6% 0.5% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% Broadcast Rights Revenue 3.8% 3.4% 3.8% 4.0% 4.2% 4.0% 3.8% 3.8% 5.4% 4.2% (29.4%) 3.1% 3.6% 3.5% 4.1% 4.0% Other Motorsports Related 5.0% 10.7% 1.4% 2.2% (7.9%) 2.4% 0.9% 1.0% (2.3%) 0.9% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% Motorsports Related 4.2% 5.6% 3.0% 3.4% 0.5% 3.5% 3.0% 3.0% 3.3% 3.4% (21.9%) 2.3% 2.7% 2.6% 3.0% 3.0% Food, Beverage, & Merchandise (35.1%) (11.2%) (1.6%) (13.6%) 28.8% 1.5% 0.8% 0.8% 0.8% 0.8% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% Other Income 3.0% 13.9% (7.4%) 25.3% 5.0% 16.3% 1.8% 1.3% 1.4% 1.3% 1.7% 1.7% 1.3% 1.6% 1.6% 1.3% Total Revenues (1.0%) 2.4% 1.6% 0.5% 2.1% 3.3% 2.4% 2.4% 2.7% 2.7% (16.5%) 1.8% 2.1% 2.1% 2.4% 2.4%

CONFIDENTIAL ISC 2019E Financial Projections Note: 2019 “High” forecast shown in April Board Presentation (4/10/2019) slightly different than Revised Forecast (as of 2/28/2019) due to rounding and other minor adjustments, per ISC managementSource: ISC April Board Presentation (4/10/2019) 8 $MM, except per share 2019E Forecast 2019E Low High Budget Street 2018A Revenues $676.8 $688.9 $705.9 $696.7 $675.0 Operating Income 91.5 101.1 111.6 112.9 99.0 Operating Margin 13.5% 14.7% 15.8% 16.2% 14.7% Net Income 80.2 87.4 93.8 86.9 81.5 Net Margin 11.9% 12.7% 13.3% 12.5% 12.1% EPS - Normalized 1.85 2.01 2.17 2.00 1.85 EPS - SEC Reporting 1.81 1.97 2.17 5.11 Adj. EBITDA 232.0 241.6 249.4 231.4

CONFIDENTIAL Forecast Comparison Sources: Revised Forecast (as of 2/28/2019) – includes Q1 results, forecast estimates for FY19, and corresponding adjustments by Management for 2020 and beyond; Budget Forecast (as of 11/30/2018) 9 $MM, except per share Projections Through Current Broadcast Agreement Projections Through Potential New Broadcast Agreement 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revised (2/28/2019) Total Revenue $688.9 $711.9 $729.1 $747.0 $766.8 $787.8 $658.0 $670.2 $684.3 $698.6 $715.5 $732.4 Adj. EBITDA 241.8 250.4 256.9 263.6 268.6 276.6 214.3 219.4 225.4 231.6 238.9 246.2 Diluted EPS 2.01 2.26 2.44 2.57 2.75 2.93 1.80 1.95 2.12 2.29 2.48 2.73 Budget (11/30/2018) Total Revenue $705.9 $729.0 $746.4 $764.4 $776.8 $797.9 $668.3 $680.5 $694.7 $709.1 $726.0 $743.0 Adj. EBITDA 249.4 259.9 266.5 273.3 276.7 284.9 222.7 227.9 234.0 240.3 247.7 255.2 Diluted EPS 2.17 2.45 2.64 2.77 2.92 3.12 1.98 2.13 2.30 2.48 2.68 2.93 Difference Total Revenue ($17.0) ($17.1) ($17.2) ($17.4) ($10.0) ($10.2) ($10.2) ($10.3) ($10.4) ($10.5) ($10.6) ($10.6) Adj. EBITDA (7.7) (9.5) (9.6) (9.8) (8.1) (8.3) (8.4) (8.5) (8.6) (8.7) (8.8) (8.9) Diluted EPS (0.16) (0.19) (0.20) (0.20) (0.17) (0.18) (0.18) (0.18) (0.19) (0.19) (0.19) (0.20)

CONFIDENTIAL $50 $54 $57 $50 $50 $52 $46 $45 $37 $32 $33 $36 $37 $36 $43 $42 $42 $43 $36 $37 $38 $36 $44 $42 $42 $43 $37 $35 $35 $35 $52 $52 $56 $60 $52 $53 $54 $48 $47 $39 $45 $38 $39 $40 $40 $45 $43 $45 $45 $41 $39 $40 $40 $46 $44 $44 $45 $46 $40 $40 $47 $49 $50 $47 $51 $30 $34 $29 $34 $32 $35 $29 $34 $36 $41 $46 $51 $56 $61 Current: Offer:$43.96 $45.00 Earnings (10/4) to Offer (11/9)30 Day Unaffected LTM Unaffected (Closing) First to Final % Increase (18.3%-24.5%) FY19 EBITDA (LTM) (7.7x-8.0x) FY19 EBITDA (L5Y) (7.5x-7.9x)FY19 P/E (LTM) (20.9x-21.7x) Analyst Price Target(Morningstar, Wells Fargo, Citi) Final to 1D Unaffected (15.7%-20.2%) Final to 30D Avg. (24.4%-29.4%)Final to LTM High (Intraday)(3.4%-9.0%)Final to LTM High (Closing)(5.4%-11.6%) Final to 1D Unaffected (45.2%-53.0%)Final to 30D Avg. (43.8%-51.0%)Final to LTM High (Intraday)(0.6%-4.8%)Final to LTM High (Closing)(5.4%-10.1%)$26 $31 LTM High(Intraday):$47 $50 Q3 to Offer FY20 P/E (15.8x-18.3x) FY19 P/E (L5Y) (21.8x-22.7x)Q3 to Offer FY19 EBITDA (6.4x-7.2x)Q3 to Offer FY19 P/E (18.7x-20.1x) Q3 to Offer FY20 EBITDA (6.3x-6.8x) FY19 EBITDA (LTM) (7.7x-8.0x) FY19 EBITDA (L5Y) (7.5x-7.9x) FY19 P/E (LTM) (20.9x-21.7x) FY19 P/E (L5Y) (21.8x-22.7x) Q3 to Offer FY19 P/E (18.7x-20.1x) Q3 to Offer FY20 P/E (15.8x-18.3x) Q3 to Offer FY19 EBITDA (6.4x-7.2x) Q3 to Offer FY20 EBITDA (6.3x-6.8x) 30D VWAP: Unaffected:$37.27 $39.06 DEV (Base - Upside)DCF (@ 20.0x Exit Multiple)(WACC: 8.5%-7.5%) ISC Valuation Summary Note: Ranges for premiums / multiples represent 40th and 60th percentiles except “Q3 to Offer” ranges represent low to high; Premiums and trading ranges are to unaffected price / date Sources: CapIQ as of 5/20/2019; Revised Forecast as of 2/28/2019; April Board Presentation as of 4/10/2019; Broker research; SEC FilingsFor DCF, value shown represents calculated WACCValues for historical multiple ranges calculated off unaffected multiples; Values for existing shareholder buyout premiums calculated off $18 first offerStreet estimates per Wells Fargo of $243MM & $245MM for EBITDA and $1.99 & $2.09 for EPS, in 2019E and 2020E respectively 10 Methodologies Historical Trading Ranges Historical Multiple Ranges Existing Shareholder Buyout Precedent M&A Revised Forecast Street Projections (3) Precedent Transactions DEV / DCF (1)Median / VWAP for Historical Trading Ranges(2)TRK Trading Multiplesand First Offer PremiumsHistorical Multiples Range Based on Revised ForecastHistorical Multiples Range Based on Low-End of April Board PresentationMedian for Revised Forecast Only $35 $35 $40 $39 $41 $41

CONFIDENTIAL ISC Share Price Performance Note: VWAP calculation and consensus estimates per CapIQ Source: CapIQ as of 5/20/2019 11 NASCAR Purchase Offer Prem. / Disc. To Share Price Share Price Prem. / Disc. Prior to Announce $39.06 15.2% Prior 30 Day VWAP $37.27 20.8% Prior 60 Day VWAP $39.88 12.8% Prior 90 Day VWAP $41.16 9.3% Prior 180 Day VWAP $42.46 6.0% LTM VWAP $42.26 6.5% LTM Low (Intraday) $35.12 28.1% LTM High (Intraday) $49.95 (9.9%) LTM High (Closing) $47.15 (4.6%) VWAP Since Offer $43.33 3.9% Earnings Beat / Miss vs. Consensus Estimates Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Revenue (2.0%) 1.6% 4.2% (2.3%) (0.3%) EPS 5.4% 2.4% 18.2% (10.3%) (4.7%) $43.79 $43.58 $44.03 $39.06 $36.87 $42.26 $44.35 $42.20 $42.65 $40.95 35.00 38.00 41.00 44.00 47.00 Jan-18 Mar-18 Jun-18 Sep-18 Nov-18 Feb-19 May-19 NASCAR Purchase Price :$45.00 ISC Share Price($USD)50.00 11/9/2018: NASCARmade public bid at$42.00 10/4/2018: AnnouncedQ3'18 earnings;low ered 2018 guidance Current:$43.96 1/25/2018: Announced FY17 earnings; issued FY18 guidance 4/3/2018: Announced Q1'18 earnings; maintained guidance 7/5/2018: Announced Q2'18 earnings; maintained guidance 1/24/2019: Announced FY18 earnings; issued FY19 guidance 5/8/2018: NASCARhires Goldman Sachs to explore options 10/23/2018:Reports that Comcast no longer interested in NASCAR stake 6/27/2018: Reports of NASCAR seeking minority investors$45.35 4/4/2019: Announced Q1'19 earnings; maintained guidance 4/24/2019: Smithfamily announces offer to acquire TRK

CONFIDENTIAL Summary of Street Projections Source: Broker Research 12 $MM, except per share Report Date 1/25/2019 4/4/2019 4/10/2019 Rating Market Perform NA Neutral Valuation Methodology NA Discounted Cash Flow (8.4% WACC) 21.9x 2020E P/E Multiple Price Target $41 $37 $46 RevenueFY19E FY20E% Growth $699 $694 $697 $719 $713 $720 3% 3% 3% EBITDA FY19E $243 $215 $210 FY20E $245 $224 $209 % Growth 1% 4% (0%) Non-GAAP EPS FY19E $1.99 $2.02 $2.00 FY20E $2.09 $2.19 $2.09 % Growth 5% 8% 4% Commentary "ISCA shares likely to remain range bound."(1/25/19 Report) "Overall, we believe that the company "We have yet to incorporate the nonbinding deserves to trade roughly in line (previouslybid of $42 per share NASCAR 15% discount but changed due to the offered…given uncertainty about the proposed takeover offer by NASCAR and timeline or the probability of such a increased confidence in ISCA’s ability to transaction being consummated." stabilize attendance trends) with its(4/4/19 Report) historical forward P/E multiple of 21.7x (previously 21.9x)." (1/28/19 Report)

CONFIDENTIAL 13 ISC Historical Trading Metrics Company has traded at ~22.0x forward earnings and 7.5x-8.0x NTM EBITDA Share Price (1) AV / NTM EBITDA Forward P/E 7.0x 10.0x9.0x 6.0xNov-13 Jun-14 Jan-15 Sep-15 Apr-16 Nov-16 Jul-17 Feb-18 Sep-18 May-19 8.0x Current: 8.2x 60%: 7.9xMedian: 7.7x 40%: 7.5xQ3 to OfferMedian: 6.7x $30.00 $35.00 $40.00 $45.00 $50.00 $25.00Nov-13 Jun-14 Jan-15 Sep-15 Apr-16 Nov-16 Jul-17 Feb-18 Sep-18 May-19 Current:$43.96Q3 to OfferMedian:$36.9460%: $35.95Median:$34.9040%: $33.90 32.0x29.0x26.0x23.0x20.0x 17.0xNov-13 Jun-14 Jan-15 Sep-15 Apr-16 Nov-16 Jul-17Note: Current multiple based on consensus projections; Summary statistics for five years prior to initial NASCAR offer date Source: CapIQ as of 5/20/2019(1) Closing share price for each trading day Feb-18 Sep-18 May-19 60%: 22.7x Median: 22.2x40%: 21.8x Current: 21.6xQ3 to Offer Median: 19.6x

CONFIDENTIAL Discounted Cash Flow Analysis Note: Assumes transaction close of 8/31/2019; cash and debt figures as of last public filing; FDSO of 43.5MM (per Merger Agreement as of 5/21/2019) Source: Revised Forecast (as of 2/28/2019)(1) Operating Cash Flow = Management Operating Cash Flow less Interest Income less Tax Shield Adjustment for Net Interest Expense (2) Includes cash distributions 14 FYE 11/30, $MM Projections Terminal Year 2019E '19E Stub 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue $688.9 $172.2 $711.9 $729.1 $747.0 $766.8 $787.8 $658.0 $670.2 $684.3 $698.6 $715.5 $732.4 % Growth 2.1% 3.3% 2.4% 2.4% 2.7% 2.7% (16.5%) 1.8% 2.1% 2.1% 2.4% 2.4% Adjusted EBITDA $241.8 $60.4 $250.4 $256.9 $263.6 $268.6 $276.6 $214.3 $219.4 $225.4 $231.6 $238.9 $246.2 % Margin 35.1% 35.1% 35.2% 35.2% 35.3% 35.0% 35.1% 32.6% 32.7% 32.9% 33.1% 33.4% 33.6% Net Income $87.4 $21.9 $95.8 $101.6 $105.6 $111.3 $117.9 $72.2 $77.9 $84.4 $91.0 $98.4 $107.8 % Margin 12.7% 12.7% 13.5% 13.9% 14.1% 14.5% 15.0% 11.0% 11.6% 12.3% 13.0% 13.7% 14.7% Adjusted Net Income $85.0 $21.3 $93.4 $99.0 $102.3 $108.3 $114.6 $69.1 $75.0 $81.8 $88.8 $96.3 $107.3 % Margin 12.3% 12.3% 13.1% 13.6% 13.7% 14.1% 14.5% 10.5% 11.2% 11.9% 12.7% 13.5% 14.6% Operating Cash Flow (1) $168.8 $42.2 $168.8 $173.3 $176.2 $177.7 $178.9 $127.7 $128.1 $130.3 $134.2 $141.1 $147.5 (-) CapEx from Existing Facilities (95.6) (23.9) (90.0) (80.0) (100.0) (100.0) (100.0) (100.0) (100.0) (100.0) (100.0) (100.0) (100.0) (-) Net CapEx from One Daytona / Shoppes / SCCU (2) (20.8) (5.2) 8.6 8.8 9.0 9.1 9.2 9.5 9.7 9.8 10.1 10.3 10.4 (+) Distribution from Equity Investee 27.7 6.9 26.3 26.5 26.8 27.1 27.3 27.6 27.9 28.2 28.4 28.7 29.0 Unlevered Free Cash Flow $80.1 $20.0 $113.7 $128.6 $112.0 $113.9 $115.5 $64.7 $65.6 $68.3 $72.7 $80.2 $86.9 % Margin 11.6% 11.6% 16.0% 17.6% 15.0% 14.9% 14.7% 9.8% 9.8% 10.0% 10.4% 11.2% 11.9% NPV of Cash Flows $78.5 $19.6 $103.2 $108.1 $87.1 $82.0 $77.0 $40.0 $37.5 $36.1 $35.6 $36.3 NPV of Sum of Discounted Cash Flows $663 Illustrative DCF Valuation @ 20.0x P/E Terminal Year 2030E Adjusted Net Income $107 Terminal Year 2030E Exit Multiple 20.0x Terminal Value 2030E $2,145 PV of Terminal Value $973 % of Aggregate Value 59.5% PV of Sum of Discounted Cash Flows $663 % of Aggregate Value 40.5% Implied Aggregate Value $1,635 (-) Net Debt (16) Implied Equity Value $1,651 Implied FCF Perpetual Growth Rate 3.8% Implied Share Price $37.97 Implied Share Price WACC le 7.5% 8.0% 8.5% ltip 15.0x $33.57 $32.38 $31.35 Mu 16.0x $34.75 $33.50 $32.42 Exit 17.0x $35.92 $34.62 $33.49 E Post Q3 18.0x $37.10 $35.73 $34.56 d P/ Range 19.0x $38.27 $36.85 $35.63 war 20.0x $39.45 $37.97 $36.69 or HistoricalRange 21.0x $40.62 $39.09 $37.76 F 22.0x $41.80 $40.21 $38.83

CONFIDENTIAL 15 Discounted Cash Flow Analysis Sensitivities Source: Revised Forecast (as of 2/28/2019) Range Implied Share Price WACC le 7.5% 8.0% 8.5% ltip 15.0x $33.57 $32.38 $31.35 Mu 16.0x $34.75 $33.50 $32.42 Exit 17.0x $35.92 $34.62 $33.49 E Post Q3 18.0x $37.10 $35.73 $34.56 d P/ Range 19.0x $38.27 $36.85 $35.63 war 20.0x $39.45 $37.97 $36.69 or Historical 21.0x $40.62 $39.09 $37.76 F 22.0x $41.80 $40.21 $38.83 Implied Terminal Value EBITDA Multiple WACC 7.5% 8.0% 8.5% 15.0x16.0x17.0x18.0x19.0x20.0x21.0x22.0x 6.5x7.0x7.4x7.8x8.3x8.7x9.1x9.6x 6.5x7.0x7.4x7.8x8.3x8.7x9.1x9.6x 6.5x7.0x7.4x7.8x8.3x8.7x9.1x9.6x Forward P/E Exit Multiple HistoricalRange Post Q3 Range Implied Perpetual FCF Growth Rate WACC 7.5% 8.0% 8.5% 15.0x16.0x17.0x18.0x19.0x20.0x21.0x22.0x 2.0%2.3%2.6%2.9%3.1%3.3%3.5%3.7% 2.5%2.8%3.1%3.4%3.6%3.8%4.0%4.2% 2.9%3.3%3.6%3.8%4.1%4.3%4.5%4.6% Forward P/E Exit Multiple Post Q3 RangeHistoricalRange

CONFIDENTIAL Broadcast Contract Sensitivity AnalysisDiscounted equity valuation based on 2025E Note: Assumes transaction close of 8/31/2019 Revised Forecast (as of 2/28/19); Assumes 40.2MM shares outstanding in 2024 (per Revised Forecast)Based on calculated 2025E EBITDA difference between “Master Model Scenario” and upside and downside scenarios provided by management in “ISC LTP.CapAlloc Model 3Q18“ XLS 16 Downside Case Cost of Equity NTM EBITDA Multiple 8.0% 8.4% 9.0% 6.5x $23.34 $22.92 $22.28 7.0x $24.65 $24.20 $23.52 7.5x $25.96 $25.48 $24.77 8.0x $27.26 $26.76 $26.02 Base Case (Revised Forecast) Cost of Equity NTM EBITDA Multiple 8.0% 8.4% 9.0% 6.5x $29.50 $28.96 $28.15 7.0x $31.28 $30.70 $29.84 7.5x $33.06 $32.45 $31.54 8.0x $34.84 $34.20 $33.24 Upside Case Cost of Equity NTM EBITDA Multiple 8.0% 8.4% 9.0% 6.5x $40.71 $39.95 $38.82 7.0x $43.35 $42.55 $41.34 7.5x $45.99 $45.14 $43.86 8.0x $48.64 $47.73 $46.38 $MM, except per share values 2025E EBITDA (1)Incremental Broadcast EBITDA (2)Adjusted 2025E EBITDA2024E Aggregate Value (at 7.5x multiple) (-) 2024E Net Debt (1)2024E Implied Equity Value2024E Implied Share Price (1)NPV of Implied Share Price(+) NPV of Cumulative Dividends (1)Implied Share Value Downside Case Broadcast TV renewal at 25% discount to previous contract, same historical CAGR($57) 1571,180(253)1,433$35.67$23.36$2.12 $25.48 Base Case (Revised Forecast) Broadcast TV renewal at same value as previous contract$214– 2141,607(253)1,860$46.31$30.33$2.12 $32.45 Upside Case Broadcast TV renewal at 40% premium to previous contract, ~3% CAGR$104 3182,385(253)2,638$65.68$43.02$2.12 $45.14

CONFIDENTIAL Offer Price Premiums / Discounts1 Day 30 Day Unaffected UnaffectedVWAP Percentiles1 Day 30 Day Unaffected UnaffectedVWAP Metric: $39.06 $37.27 $39.06 $37.27 $45.00 15.2% 20.8% 38.3% 24.8% M&A Premium Analysis 17 $45 per share represents a 15.2% premium to the 1 Day Unaffected price of $39.06 A 15.2% premium to the 1 Day Unaffected price ranks in the 38th percentile of comparable transactions for this metric (i.e., 38% of the relevant comparable transactions were completed at this premium or lower) Comparable Transaction Criteria: US Deals; $1Bn - $10Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, Technology, BioTech and Energy; 2016-2019Source: CapIQ, SEC Filings

CONFIDENTIAL Additional Variables Considered ISC Board of Directors Appendix (November 2018), p. A5-5NASCAR “Combination Rationale” 3/18/2019, p. 12 Management estimates provided in “Extenders – 7year life illustrative impact” XLS fileApril Board Presentation (4/10/2019) and discussions with Management DBO also reviewed and discussed with Management and the Special Committee the following variables impacting business operations, potential strategic alternatives, and combined strategic growth initiatives and operational synergies previously analyzed by NASCAR and ISC 18 Broadcast Agreement (1) Management prepares alternative broadcast renewal scenarios for capital allocation planning, but does not provide detailed long-term forecasts of these scenarios except for the base case—a reset to 2015 when the agreement is renegotiated for 2025; TCV of$7.8Bn (1)Upside: 40% increase from 2015 contract value representing TCV of $10.9BnDownside: 25% discount to 2015 value representing TCV of $5.9Bn Sanction Agreements (2) Forecast assumes a continuation of the current sanction agreement broadcast revenue splitIn its presentation to the Special Committee on the proposed combination, however, NASCAR indicates that the media rights allocations in the sanction agreements may change as part of the Team Charter renegotiation process at the end of the 2020 season Tax Extender (3) Forecast assumes an expired motorsports tax provision is not extendedThe extension of the motorsports tax provision now under consideration by Congress would decrease Company taxes by $5MM - $10MM annually DC Solar (4) April Board of Directors presentation “High” assumes $3.4MM loss to operating income with termination of all sponsorship and sublease agreementsApril Board of Directors presentation “Low” assumes termination of all sponsorship agreements and a range of termination for sublease agreements from full termination to approximately $4.2MM annual liability

CONFIDENTIAL Appendix – Additional Materials 19

CONFIDENTIAL Shareholder SummaryIllustrative investor voting power Note: Total shown does not include share counts of directors and officers listed in Schedule I of the Merger Agreement who are neither Rollover nor Public Shareholders (per Merger Agreement as of 5/21/2019 and SEC Filings) Source: Public Shareholders Class A ownership information per CapIQ as of 5/20/2019; Total outstanding shares of common stock per Merger Agreement (as of 5/21/2019); Rollover Shareholders statistics per Exhibit A of Merger Agreement 20 Shares % of Total Shares Votes % of Total Votes % of Public Shareholders Votes Class A 14,794,030 34.0% 14,794,030 60.6% - Rollover Shareholders Public Shareholders Rollover ShareholdersPublic Shareholders 231,925 0.5% 46,385 0.2% - BlackRock 2,752,759 6.3% 550,552 2.3% 8.9% The Vanguard Group 2,321,297 5.3% 464,259 1.9% 7.5% Paradice Investment Management 1,728,548 4.0% 345,710 1.4% 5.6% Renaissance Technologies 1,430,113 3.3% 286,023 1.2% 4.6% Macquarie Investment Management Business Trust 1,210,745 2.8% 242,149 1.0% 3.9% Northern Trust Global Investments 1,087,704 2.5% 217,541 0.9% 3.5% Lindsell Train 1,077,100 2.5% 215,420 0.9% 3.5% State Street Global Advisors 770,077 1.8% 154,015 0.6% 2.5% Elliott Management 768,376 1.8% 153,675 0.6% 2.5% Mawer Investment Management 686,340 1.6% 137,268 0.6% 2.2% Norges Bank Investment Management 558,008 1.3% 111,602 0.5% 1.8% TOMS Capital Investment Management 412,574 0.9% 82,515 0.3% 1.3% BNY Mellon Asset Management 349,402 0.8% 69,880 0.3% 1.1% GAMCO Investors 330,845 0.8% 66,169 0.3% 1.1% Sparinvest 329,393 0.8% 65,879 0.3% 1.1% Geode Capital Management 303,485 0.7% 60,697 0.2% 1.0% Oldfield Partners 298,931 0.7% 59,786 0.2% 1.0% GLG Partners 287,174 0.7% 57,435 0.2% 0.9% Dimensional Fund Advisors 233,388 0.5% 46,678 0.2% 0.8% ProShare Advisors 219,232 0.5% 43,846 0.2% 0.7% Arrowstreet Capital 216,599 0.5% 43,320 0.2% 0.7% Bridgeway Capital Management 213,216 0.5% 42,643 0.2% 0.7% Charles Schwab Investment Management 205,107 0.5% 41,021 0.2% 0.7% Alberta Investment Management 204,887 0.5% 40,977 0.2% 0.7% Pinnacle Associates 202,410 0.5% 40,482 0.2% 0.7% Other 5,369,467 12.3% 1,073,893 4.4% 17.4% Total Public Shareholders (Class A) 23,567,177 54.2% 4,713,435 19.3% 76.6% Class B Total Public Shareholders (Class B) 1,440,731 3.3% 1,440,731 5.9% 23.4% Total (Rollover + Public Shareholders) 40,033,863 92.1% 20,994,581 86.1% 100.0%

CONFIDENTIAL ISC and Speedway Motorsports Comparison Note: Unaffected dates for ISC and TRK are 11/9/2018 and 4/22/2019, respectively Source: Company filings, CapIQ(1) CapIQ consensus estimates as of 5/20/2019 21 Company Information Tracks 13 8 NASCAR Cup Series Events 21 13 NASCAR Xfinity Series Events 14 11 NASCAR Truck Series Events 9 8 Combined Permanent Seating 683,000 692,000 Luxury Suites 583 754 Trading Statistics as of Unaffected Dates ($MM) Market Capitalization $1,696 $561 Debt 261 201 Cash 278 69 Aggregate Value 1,679 693 2019 AV / EBITDA 6.9x 6.0x 2019 P/E 18.6x 14.4x % of 52 Week High 78% 75% Operating Statistics ($MM, except per share) (1) Revenue2019E $697 $456 2020E 716 465 % Growth 2.8% 2.0% EBIT 2019E $105 $63 2020E 109 63 % Margin ('19E / '20E) 15.0% / 15.3% 13.8% / 13.5% EPS 2019E 2.00 0.95 2020E 2.09 0.96 % Growth 4.3% 1.1% 3 Year Avg. Historical CapEx Spend ('16-'18) $149 $31

CONFIDENTIAL ISC and Speedway Motorsports Offer Comparison Note: Unaffected dates are 4/22/2019 and 11/9/2018 for TRK and ISC, respectivelyNTM consensus estimates per CapIQ as of unaffected datesAssumes net debt of $132MM and FDSO of 41.0MM for TRK, ($16MM) and 43.5MM for ISC, respectively 22 Unaffected Offer Unaffected Offer Price $39.06 $45.00 $13.70 $18.00 NTM EPS (1) $1.97 $0.95 Implied P/E 19.9x 22.9x 14.4x 18.9x NTM EBITDA ($MM) (1) $239.3 $115.8 Implied AV / EBITDA (2) 7.0x 8.1x 6.0x 7.5x

CONFIDENTIAL Offer Price Premiums / Discounts1 Day 30 Day Unaffected UnaffectedVWAP Percentiles1 Day 30 Day Unaffected UnaffectedVWAP Metric: $13.70 $14.21 $13.70 $14.21 $18.00 31.4% 26.6% 80.0% 47.3% Speedway Motorsports M&A Premium Analysis 23 $18 per share represents a 31.4% premium to the 1 Day Unaffected price of $13.70 (1) A 31.4% premium to the 1 Day Unaffected price ranks in the 80th percentile of comparable transactions for this metric (i.e., 80% of the relevant comparable transactions were completed at this premium or lower) Comparable Transaction Criteria: US Deals; $1Bn - $10Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, Technology, BioTech and Energy; 2016-2019 Source: CapIQ, SEC Filings(1) Unaffected date of 4/22/2019, as referenced in Sonic’s offer letter

CONFIDENTIAL WACC Supporting Analysis Source: CapIQ as of 5/20/201920 year treasury ratePer Damodaran, Implied ERP as of May 1, 2019 Rate per management’s assumed rate for future refinancingLevered beta calculated using median 6 month, 1 year, 2 year and 5 year levered beta every 6 months from 11/9/2009 to 11/9/2018 24 WACC Assumptions Risk-Free Rate (1) 2.7% Market Risk Premium (2) 5.0% Cost of Debt (3) 7.0% WACC Calculation Equity / Total Cap 88.1%Debt / Total Cap 11.9%Levered Beta (4) 1.15Cost of Equity 8.4% WACC 8.0% 2.01.51.00.5– 2.5 3.0 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-17 Nov-18 6 MonthYearYear5 Year ISC Levered Beta ISC Historical Levered Beta Trends Over Time

CONFIDENTIAL Precedent M&A Transactions Criteria: US Deals; $1Bn - $10Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, Technology, BioTech and Energy; 2016-2019 Closed DealsSource: CapIQ, SEC Filings (1) Per CapIQ 25 $MM Target Announce Transaction Acquisition Premium to Unaffected 30 Day LTM High LTM High Industry Buyer Date Value (1) 1 Day Avg. LTM Avg. (Intraday) (Close) CommScope Holding Company ARRIS International 11/8/2018 7,983 14% 32% 22% 6% 6% Communications Equipment TransDigm Group Esterline Technologies Corporation 10/10/2018 4,367 38% 37% 56% 26% 27% Aerospace and Defense Inspire Brands Sonic Corp. 9/25/2018 2,315 19% 20% 53% 9% 13% Restaurants Gebr. Knauf KG. USG Corporation 3/26/2018 6,610 31% 29% 36% 7% 8% Building Products General Mills Blue Buffalo Pet Products 2/23/2018 8,326 17% 19% 49% 12% 12% Packaged Foods and Meats LyondellBasell Industries A. Schulman 2/15/2018 2,264 9% 10% 27% 3% 4% Specialty Chemicals General Dynamics Corp. CSRA Inc. 2/12/2018 9,951 34% 28% 34% 22% 22% IT Consulting and Other Services SS&C Technologies Holdings DST Systems 1/11/2018 5,752 5% 33% 44% 3% 5% Data Processing and Outsourced Services Campbell Soup Company Snyder's-Lance 12/18/2017 6,136 7% 29% 34% 5% 7% Packaged Foods and Meats The Hershey Company Amplify Snack Brands 12/17/2017 1,536 71% 101% 43% 6% 6% Packaged Foods and Meats Cineworld Group Regal Entertainment Group 12/5/2017 6,083 11% 35% 17% (2%) (0%) Movies and Entertainment Prysmian General Cable Corp. 12/4/2017 2,899 38% 45% 64% 30% 34% Electrical Components andEquipment Arby's Restaurant Group Buffalo Wild Wings 11/28/2017 2,892 7% 21% 14% (10%) (10%) Restaurants Meredith Corp. Time Inc. 11/26/2017 3,137 9% 44% 20% (9%) (6%) Publishing Kuraray Holdings U.S.A. Calgon Carbon 9/21/2017 1,353 63% 68% 42% 14% 16% Commodity Chemicals Post Holdings Bob Evans Farms 9/19/2017 1,757 6% 15% 32% 2% 3% Packaged Foods and Meats

CONFIDENTIAL Precedent M&A Transactions (cont’d.) 26 $MM Announce Transaction Acquisition Premium to Unaffected 30 Day LTM High LTM High Industry Buyer Target Date Value (1) 1 Day Avg. LTM Avg. (Intraday) (Close) Northrop Grumman Orbital ATK 9/18/2017 9,429 22% 24% 44% 20% 21% Aerospace and Defense Internet Brands WebMD Health 7/24/2017 3,751 20% 15% 25% 2% 8% Interactive Media and Services Avantor Performance Materials VWR Corp. 5/5/2017 6,632 (2%) 17% 20% (11%) (2%) Life Sciences Tools and Services Tyson Foods AdvancePierre Foods Holdings 4/25/2017 4,464 10% 27% 46% 9% 10% Packaged Foods and Meats JAB Holdings Panera Bread Company 4/5/2017 7,750 15% 28% 47% 8% 11% Restaurants Restaurant Brands International Popeyes Louisiana Kitchen 2/21/2017 1,827 19% 22% 40% 4% 12% Restaurants WestRock Company Multi Packaging Solutions International Limited 1/24/2017 2,301 25% 25% 22% 2% 5% Paper Packaging Sibanye Gold Limited Stillwater Mining Company 12/9/2016 2,466 23% 21% 61% 13% 16% Precious Metals and Minerals Parker-Hannifin CLARCOR 12/1/2016 4,437 18% 25% 44% 17% 17% Industrial Machinery Boral Industries Headwaters Incorporated 11/20/2016 2,630 21% 34% 35% 14% 16% Construction Materials Symantec LifeLock 11/20/2016 2,528 16% 34% 67% 15% 16% Specialized Consumer Services Tennessee Parent Team Health Holdings 10/31/2016 6,047 18% 14% 3% (28%) (27%) Health Care Services Bass Pro Group Cabela's Incorporated 10/3/2016 8,667 12% 22% 29% 12% 12% Specialty Stores LANXESS Deutschland Chemtura 9/25/2016 2,637 19% 17% 21% 4% 4% Specialty Chemicals Circle K Stores CST Brands 8/22/2016 6,086 2% 8% 27% 0% 2% Automotive Retail Cintas G&K Services 8/16/2016 2,201 19% 21% 40% 19% 19% Diversified Support Services Criteria: US Deals; $1Bn - $10Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, Technology, BioTech and Energy; 2016-2019 Closed DealsSource: CapIQ, SEC Filings (1) Per CapIQ

CONFIDENTIAL Precedent M&A Transactions (cont’d.) 27 $MM Acquisition Premium to Unaffected Buyer Target Announce Date Transaction Value (1) 1 Day LTM Avg. 30 Day LTM High LTM HighAvg. (Intraday) (Close) Industry Steinhoff International Holdings Mattress Firm Holding Corp. 8/8/2016 2,982 115% 109% Homefurnishing Retail DTI Epiq Systems 7/27/2016 1,040 14% 13% Research and Consulting Services Komatsu America Joy Global Inc. 7/21/2016 3,868 20% 29% Construction Machinery and Heavy Trucks Melrose Industries Nortek Inc. 7/6/2016 2,673 38% 64% Building Products Westlake Chemical Axiall Corp. 6/10/2016 3,887 28% 42% Commodity Chemicals Thermo Fisher Scientific FEI Company 5/27/2016 4,523 14% 21% Electronic Equipment and Instruments NBCUniversal Media DreamWorks Animation 4/28/2016 4,239 27% 58% Movies and Entertainment Alaska Air Group Virgin America 4/4/2016 2,995 47% 76% Airlines Samsonite International Tumi Holdings 3/3/2016 1,829 2% 47% 53% (2%) (1%)20% (2%) (2%)64% (2%) (4%)56% (7%) (1%)47% (18%) (17%)34% 13% 14%72% 27% 27%77% 43% 47%38% (4%) 2% Apparel, Accessories and Luxury Goods Summary Statistics Low (40%) 15.7% 24.4% 34.2% 3.4% 5.4% Median 18.7% 28.2% 39.7% 5.7% 7.7% High (60%) 20.2% 29.4% 43.5% 9.0% 11.6% Criteria: US Deals; $1Bn - $10Bn Transaction Value; 100% Cash Consideration; Public Company Target; All Industries Excluding Real Estate, Financials, Utilities, Technology, BioTech and Energy; 2016-2019 Closed DealsSource: CapIQ, SEC Filings (1) Per CapIQ

CONFIDENTIAL 9/6/2016 Federal-Mogul Icahn Enterprise Holdings $7.00 $9.25 32.1% 85.7% 116.7% (33.9%) (33.5%) Auto Components 10/8/2009 First Advantage First American $14.04 $19.47 38.7% 52.7% 50.3% 3.8% 6.5% Application Hosting Services 6/21/2010 Landry's Tilman Fertitta $13.00 $24.50 88.5% 125.6% 158.4% 32.1% 33.7% Full Service Restaurants 5/3/2009 Hearst Television Hearst Broadcasting $4.00 $4.50 12.5% 115.3% 162.1% (81.6%) (80.8%) Broadcasting 7/25/2016 National Interstate America Financial Group $30.00 $32.50 8.3% 43.7% 38.0% 6.6% 12.1% Insurance 12/17/2012 Clearw ire Sprint $2.60 $2.97 14.2% 40.1% 42.1% 0.3% 10.4% Telecom Services 12/15/2010 Alcon Novartis $153.00 $168.00 9.8% 2.2% 3.6% 0.8% 1.2% Health Care 11/14/2011 Bluegreen Vacations BCF Financial $2.18 $4.56 109.7% 102.7% 124.3% (3.6%) (0.9%) Hotels And Motels 4/30/2009 Cox Radio Cox Media Group $3.80 $4.80 26.3% 45.5% 14.5% (63.3%) (63.2%) Broadcasting 6/26/2017 Handy & Harman Steel Partners Holdings $29.00 $35.00 20.7% 31.6% 34.4% 17.1% 18.8% Steel 6/30/2010 Gerdau Ameristeel Gerdau Steel North America $11.00 $11.00 - 53.4% 47.5% 13.9% 15.7% Steel 9/18/2009 Odyssey Re Holdings Fairfax Financial Holdings $58.00 $65.00 12.1% 29.8% 33.9% 19.1% 19.7% Insurance 3/1/2013 Danfoss Pow er Solutions Danfoss A/S $49.00 $58.50 19.4% 48.6% 47.8% 4.3% 5.3% Agriculture 4/20/2011 CNA Surety Corp. Continental Casualty $22.00 $26.55 20.7% 37.9% 42.6% 34.3% 36.1% Insurance 3/6/2014 National Interstate American Financial Group $28.00 $30.00 7.1% 35.3% 30.8% (17.5%) (15.9%) Insurance 11/9/2009 XO Holdings ACF Industries Holdings $0.55 $0.80 45.5% 175.9% 160.7% 1.3% 6.7% Communication Services 4/9/2010 Danfoss Pow er Solutions Danfoss A/S $10.10 $14.00 38.6% 65.9% 51.9% 38.2% 41.4% Agriculture 8/4/2009 Pepsi Bottling Group PepsiCo $29.50 $36.50 23.7% 44.8% 60.6% 4.0% 5.5% Beverages 8/4/2009 PepsiAmericas PepsiCo $23.27 $28.50 22.5% 43.4% 58.9% 5.5% 6.1% Beverages 11/15/2010 Mediacom Communications Rocco Commisso $6.00 $8.75 45.8% 64.2% 50.1% 19.9% 21.5% Cable and Satellite 9/12/2011 M&F Worldw ide MacAndrew s & Forbes $24.00 $25.00 4.2% 47.4% 19.8% (18.8%) (16.4%) Commercial / Professional Services 9/23/2009 Ligado Netw orks Harbinger Capital Partners $4.00 $5.00 25.0% 47.1% 56.4% - 9.9% Telecom Services 9/20/2013 Dole Food Company David Murdock $12.00 $13.50 12.5% 32.4% 29.7% (11.1%) (5.9%) Agricultural Products 8/23/2016 Affinity Gaming Z Capital Management $15.00 $17.35 15.7% - - - - Casinos and Gaming 2/2/2016 Affinity Gaming Z Capital Management $9.75 $15.00 53.8% - - - - Casinos and Gaming 4/11/2017 Alliance Healthcare Services Fujian Thaihot Investment Co $9.60 $13.25 38.0% 66.7% 74.5% 36.9% 42.5% Health Care Equipment / Services 10/18/2010 BlueLinx Holdings Cerberus Capital Management $3.40 $4.00 17.6% 59.4% 44.6% (36.7%) (32.7%) Building Product Distribution Summary Statistics (1) Low (40%) 18.3% 45.2% 43.8% 0.6% 5.4% Median 20.7% 47.4% 47.8% 3.8% 6.5% High (60%) 24.5% 53.0% 51.0% 4.8% 10.1% Announce Date Target Buyer First Offers Final % Increase Unaffected Final Offer Premium to:30D Avg. LTM High(Intraday) LTM High (Closing) Industry 4/24/2019 Speedw ay Motorsports Sonic Financial $18.00 NA - - - - - Entertainment Facilities 4/15/2019 HomeFed Jefferies $42.04 NA - - - - - Real Estate 28 Precedent Existing Shareholder Buyout TransactionsLast 10 years Sources: CapIQ and Company filings(1) Excludes Speedway Motorsports / Sonic Financial and HomeFed / Jefferies transactions which have not closed Gray Indicates Cancelled Transactions Yellow Indicates Pending Transactions

CONFIDENTIAL 29 Comparable CompaniesOperating and trading statistics Sources: Capital IQ, Company filings, and Wall Street ResearchShare prices and consensus estimates as of 5/20/2019Market capitalization plus net debt (includes non-controlling interests and preferred equity if applicable)Revenue & EBITDA multiples less than 0.0x and greater than 50.0x considered NMP/E multiples less than 0.0x and greater than 50.0x considered NMAssumes no change in outstanding shares between offer and 2018 10-KAssumes common shares per Q1 2019 10-Q and options and RSUs per 2018 10-KNote: Projections shown are consensus estimates per CapIQ; FCF calculated as CFO – Capex % of Equity Agg. AV / Revenue (3) AV / EBITDA (3) Price / Earnings (4) Revenue Growth YoY EBITDA Margin EPS Growth YoY FCF Margin CompanyName Price (1) 52W High Value Value (2) 2019E 2020E 2019E 2020E 2019E 2020E 2020E 2021E 2020E 2021E 2020E 2021E 2020E 2021E ISC (Current) $43.96 88% $1,912 $1,896 2.7x 2.6x 8.3x 8.1x 21.9x 21.0x 2.8% 2.8% 32.8% 34.0% 4.3% 5.2% 13.8% 16.0% ISC (Pre-NASCAR Offer) (5) 39.06 78% 1,696 1,679 2.4x 2.3x 6.9x 6.6x 18.6x 18.5x 3.7% 2.6% 34.7% 34.4% 0.5% 10.9% 13.4% 17.7% SpeedwayMotorsports (Current) (6) $18.56 99% $761 $893 2.0x 1.9x 7.7x 7.7x 19.5x 19.3x 2.0% 2.2% 25.0% 24.7% 1.1% 2.1% NA NA SpeedwayMotorsports (Pre-Sonic Offer) (6) 13.70 75% 561 693 1.5x 1.5x 6.0x 6.0x 14.4x 14.3x 2.0% 2.2% 25.0% 24.7% 1.1% 2.1% NA NA Other Motorsports Formula One Tracking Stock $38.37 97% $8,868 $13,703 6.8x 6.4x 30.8x 28.4x NM NM 6.5% 8.3% 22.4% 23.1% NM NM 15.2% 19.0% Dover Motorsports 2.05 89% 75 72 NA NA NA NA NA NA NM NM NA NA NA NA NA NA Entertainment FacilityProviders Six Flags Entertainment $52.34 71% $4,419 $7,361 4.8x 4.6x 12.8x 11.9x 18.4x 16.7x 4.0% 3.5% 38.8% 39.7% 9.8% 13.2% 19.0% 20.9% Churchill Downs 96.93 93% 3,839 5,221 4.0x 3.9x 11.4x 10.6x 21.6x 18.2x 2.9% NM 36.4% NA 18.7% NA 11.1% NA Eldorado Resorts 49.08 95% 3,808 7,614 2.9x 2.9x 10.3x 9.6x 21.0x 17.3x 0.6% 0.5% 29.9% 30.2% 21.0% (13.8%) 12.3% 11.0% Cedar Fair 52.39 78% 2,971 4,773 3.4x 3.3x 9.8x 9.4x 15.7x 14.7x 3.2% 4.0% 35.0% 35.1% 6.8% 6.5% 13.8% 13.2% Penn National Gaming 21.40 58% 2,532 12,874 2.5x 2.4x 8.4x 8.0x 15.2x 10.2x 2.3% 2.9% 30.2% 30.2% 48.7% 12.6% 8.8% 11.5% SeaWorld Entertainment 26.75 82% 2,242 3,898 2.7x 2.7x 8.8x 8.2x 17.3x 15.5x 3.2% 2.6% 32.4% 34.0% 11.6% 13.0% 12.0% 13.5% Tokyotokeiba 30.51 68% 871 920 4.1x 3.9x 9.7x 8.0x NA NA 6.2% 4.2% 48.3% 52.1% NA NA 20.0% 25.0% Mean 78% 3.5x 3.4x 10.2x 9.4x 18.2x 15.4x 3.2% 3.0% 35.9% 36.9% 19.4% 6.3% 13.9% 15.8% Median 78% 3.4x 3.3x 9.8x 9.4x 17.8x 16.1x 3.2% 3.2% 35.0% 34.6% 15.2% 12.6% 12.3% 13.4% Movie Cinemas, Theaters & Other Cineworld Group $3.80 92% $5,228 $8,961 1.9x 1.8x 8.0x 7.7x 11.6x 10.7x 3.6% 2.7% 23.6% 23.7% 8.3% 8.5% 14.3% 14.6% Cinemark 39.23 90% 4,563 7,575 2.3x 2.2x 9.6x 9.4x 17.1x 16.7x 1.7% 4.0% 23.9% 24.6% 2.5% 18.0% 8.9% NA AMC 13.00 61% 1,350 11,444 2.1x 2.0x 13.8x 13.0x NM NM 1.5% 2.2% 15.5% 15.6% NM NM 2.1% NA Marcus Corporation 36.51 80% 1,150 1,676 2.0x 1.9x 10.3x 9.3x 19.9x 16.5x 6.3% 3.9% 20.2% 21.3% 20.7% 10.6% 8.1% NA Reading International 13.88 83% 319 739 2.4x 2.1x 16.2x 11.6x NA NA 12.1% 2.6% 18.1% 18.9% NA NA 6.9% NA Mean 81% 2.1x 2.0x 11.6x 10.2x 16.2x 14.6x 5.0% 3.1% 20.3% 20.8% 10.5% 12.4% 8.0% 14.6% Median 83% 2.1x 2.0x 10.3x 9.4x 17.1x 16.5x 3.6% 2.7% 20.2% 21.3% 8.3% 10.6% 8.1% 14.6%

Exhibit (c)(10)

Preliminary Valuation Materials February 12, 2019 DRAFT 1

Background – The Offer On November 9, 2018, NASCAR offers $42 per ISCA share not owned by the France Family23,550,541 ISCA shares not owned by the France FamilyTotal Implied Price: $989,122,722.00NASCAR touts $42/share offer as a premium of “14% to the 30-day volume-weighted average price per share of $36.91”Goldman Sachs reportedly “highly confident” of funding 100% of the proposed buyoutSources: November 9, 2018 8-K; 2018 10-K; James C. France Form 4, filed 10/15/2018 2

Background – Special Committee On or about November 9, 2018, ISC forms Special Committee to evaluate the offer and make a recommendation to the BoardDecember 14, 2018, Plaintiff, The Firemen’s Retirement System of St. Louis, files its complaint in the Florida Circuit Court, Seventh Judicial District, Volusia County2018 10-K, filed January 25, 2018, reports that Special Committee hires Dean Bradley Osborne Partners LLC to act as its financial advisor and Wachtell, Lipton, Rosen & Katz as legal counselSpecial Committee requests Plaintiff’s views on valuation 3

Executive Summary -- NASCAR’s $42 Offer Significantly Undervalues the Publicly Held ISCA Shares On October 4, 2018, downwardly revised guidance for FY 2018 due to purported attendance “headwinds” in 4Q 2018 caused a sharp reduction in ISCA shares’ market price 36 days before the $42 offerISC’s claims of attendance “headwinds” are overstatedDisclosure first appeared in 2Q 2018 10-Q, with no corresponding reduction in guidanceAttendance concerns for 4Q 2018 never materialized FY 2018 results were strong, with positive trends in revenue and net income.ISC’s diversifying asset base has more than compensated for declines in attendance revenue, and will continue to do soComparable company and precedent transaction analyses support a deal at prices significantly higher than $42 per ISCA share 4

Trading History of ISCA Shares, January 2018 - Present NASCAR’s offer was opportunistically timed given ISCA’s market price throughout 2018Volume-Weighted Average Price January 1, 2018 – November 9, 2018 = $42.11 5

ISC Disclosures Regarding Attendance Going back to at least 2013, ISC has sought to improve its customer experience to increase attendance at its eventsFor example, the 2014 10-K notes ISC’s efforts to increase the number of sold-out events and otherwise “build fan engagement”Since 2014, revenue from “motorsports and other event related,” and not ticket sales, is the primary driver of ISC’s revenue growth Source: 10-Ks 6

Motorsports and Other Event Related Revenue According to ISC’s 10-Ks, revenue for “Motorsports and other event related” is unrelated to gate receipts: “‘Motorsports and other event related’ revenue primarily includes television and ancillary media rights fees, promotion and sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising revenues, royalties from licenses of our trademarks, parking and camping revenues, track rental fees and fees paid by third party promoters for management of non-motorsports events.” 7

Motorsports and Other Event Related Revenue (cont’d) Since 2013, revenue in this category has grown annually, and TV broadcast revenue has comprised 69% of revenue in this categoryCurrent contract for TV broadcast rights extends through 2024 8 YEAR BROADCAST REVENUE($millions) MOTORSPORTS RELATED TOTAL($millions) 2013 292.5 425.5 2014 302.9 433.7 2015 314.5 451.8 2016 325.1 477.1 2017 337.4 491.6 2018 350.8 508.5

Board Adopts Capital Expenditure Plan The Board has a $500 million capital expenditure plan for 2017-2021 (the “CapEx Plan”) to attract loyal attendance and improve customer experiencesThe CapEx Plan’s purpose, according to the 2018 10-K, is to fund:A multi-year redevelopment project at the ISM Raceway “to elevate the fan and spectator experience” (completed, November 2018)Renovations to the infield at the Richmond Raceway to provide “a variety of enhanced amenities for fans, teams, sponsors and other stakeholders” (completed, September 2018)Renovations to the infield at the Talladega Superspeedway to “offer new attractions and enhanced amenities for fans, sponsors, teams and stakeholders” (projected completion, Fall 2019)“as well as all other maintenance and guest experience capital expenditures for the remaining existing facilities”Through 2018, management already spent $304.9 million under CapEx PlanSeparate initiatives include ONE DAYTONA (partially completed) and partnerships with hotel operators to develop and share revenues for properties adjacent to ISC racetracks 9

ISC’s FY 2018 Guidance On January 24, 2018, management announced FY 2018 guidanceOn April 6, 2018, ISC reported positive 1Q 2018 results, and management re-affirmed FY 2018 guidanceOn July 9, 2018, ISC reported 2Q 2018 results in line with expectations and the FY 2018 outlook; the 10-Q disclosed “headwinds” related to attendance concerns, but management re-affirmed FY 2018 guidance 10

Attendance “Headwinds” 2Q 2018 10-Q states (p.28):“In recent years, attendance at NASCAR events has faced stiff headwinds. Recent retirements of top drivers and fan favorites, inclement weather causing delay and/or postponement of events, and a general declining trend in attendance at live sporting events, among others, have attributed to this decline. We believe the aforementioned strategies aimed at improving the guest experience, while attending motorsports events at our facilities and providing guests with several options at a good value, will offset this trend in the future”Near to medium term risk factor not previously disclosed 11

October 4, 2018 3Q Results and Guidance Before the market opened on October 4, 2018, ISC announced 3Q 2018 results in line with expectations and the FY 2018 outlook, and downward guidance for 4Q and FY 2018 The worst-case scenario for FY 2018 became the best-case scenario: 12 FINANCIAL METRIC January Guidance October Guidance Revenue (in millions) $680 - $695 $675 - $680 Operating Margin 15.5% - 16.5% 15% - 15.5% Diluted Earnings Per Share $1.90 - $2.10 $1.90 - $1.95 Effective Tax Rate 26% - 27% 25% - 26% Adjusted EBITDA (in millions) $241.0 - $252.0 $235 - $240

Downwardly Revised Guidance Blamed on Attendance ISC’s 3Q 2018 10-Q repeats the prior 10-Q’s “headwinds” disclosureOn ISC’s 3Q earnings call, CFO Motto answers a question regarding the reduced guidance and the impact of attendance revenue: “our 2018 guidance includes what we’ve incurred year-to-date through the third quarter and the outlook for the fourth quarter where we have experienced some headwinds and declines in admissions”No other rationale provided regarding downward guidanceISCA share price fell from $42.26 the prior day to $35.30 on October 4 13

FY 2018 Results Show Sold-Out 4Q Events On January 24, 2019, ISC reported its FY 2018 results and 4Q performance: CEO Lesa France Kennedy:“We reported solid financial results for 2018”“We recognized growth in revenue and earnings driven by our long-term broadcast partnerships, successful integration of strategic investments in our facilities and benefits from lower corporate tax rates”“Our investment in ISM Raceway was unveiled in November before a sold-out crowd”“Closing out the 2018 season was the fifth consecutive sold-out Championship weekend at Homestead-Miami Speedway”“ONE DAYTONA entered the holiday season with a bustle of activity providing shoppers with weekly activities in its entertainment epicenter, Victory Circle, as well as throughout the property” 14

FY 2018 Results Show Record Net Income, Lower Projected CapEx FY 2018 and 4Q results, and certain future projections:Despite a 9.8% decline in admission revenues, total revenues increased to $675.0 million, from $671.4 million in 2017 Net Income jumped to a record $225.3 million, or $5.11 per diluted share, from $110.8 million, or $2.48 per diluted share in 2017A lower effective tax rate and annual tax liability due to the December 2017 Tax ActFor 2019, a projected reduction of capital expenditures from $159.8 million to between $95 and $115 million“At stabilization in fiscal 2020, we expect this first phase of ONE DAYTONA and the Shoppes to deliver a combined incremental annual revenue and EBITDA of approximately $13.0 million and approximately $10.0 million, respectively, and deliver an unlevered return above our weighted average cost of capital” 15

2018 10-K on Attendance “Headwinds” disclosure repeatedNo disclosure of attendance issues in 4Q; specific disclosures related to attendance in 2018 vs. 2017 limited to:Impact of Tropical Storm Alberto, which struck in late May 2018Reduced attendance because of the now-completed ISM Raceway redevelopment project The planned-for non-occurrence of one event in 2018 that had occurred at an ISC-owned track in 2017The planned-for rescheduling of three races from 4Q to 3Q and associated movement of TV revenue into 3QAn unspecified “general decline in attendance”Also noted “increased admissions and attendance for the Rolex 24 At DAYTONA” 16

Observations on Attendance “Headwinds” and Revenue “Headwinds” disclosure and Motto’s statement concerning attendance is overstatedISCA shares traded at a VWAP of $42.11 per share throughout 2018 until the November 9 offer FY 2018 results show increased total revenues despite reduced attendance revenue, consistent with performance since 20134Q 2018 admissions revenue and income reductions versus 4Q 2017 are related to NASCAR’s schedule changes 17

Observations on FY 2018 Revenue and Net Income Reduction in 4Q 2018 revenue and net income was predictable, and not the surprise portrayed on the 3Q 2018 earnings callAlthough ISC reported 2018 GAAP-compliant net income of $225 million, or $5.22 per share, ISC has a practice of adjusting its net income calculations to account for certain non-annually recurring revenues or costsAs adjusted, ISC’s non-GAAP-compliant net income for FY 2018 was only $1.85 per share, or just 36% of the GAAP-compliant figureISC made different adjustments in different years, and adjustments in any year appear subjectiveDifferences between GAAP and non-GAAP-compliant net income figures are particularly acute for FY 2018 18

Observations on Value and ISC Financial Prospects Cash flows from revenue sources other than ticket sales are poised to increase with completion and stabilization of development projectsSharp reduction in future capital expenditures to develop revenue sources other than attendance will increase future earningsWith $95-$115 million projected CapEx Plan spending in 2019, and $304 million of the $500 million total already spent, CapEx Plan spending is subject to further sharp reductions in 2020 and 2021 In 2018, the Company reported that it had $269 million in cash vs. $256 million in debt, culminating an historical trend of debt reduction and increases of cash-on-hand 19

Comparable Transactions Analysis Based on M&A transactions announced from January 1, 2014 to present in which the acquirer had an existing stake in the target of greater than 40%, the median and average 30-day premiums paid to acquire the remaining interest were 21% and 30%, respectively. Target companies included in the analysis had business enterprise values ranging from $500 million to $10 billion. (Source: FactSet)On October 9, 2018, 30 days before NASCAR’s offer, ISCA shares closed at $36.93 per share. With 21% and 30% premia applied, a range of prices of $44.69 to $48.00 per ISCA share results. 20

Comparable Transactions Analysis (cont’d) The closing price of ISCA shares 30-days preceding NASCAR’s offer, which falls after the October 4 3Q earnings call and before NASCAR’s November 9 offer, is artificially lowPrices above $42 per ISCA share result when using other indicative stock pricesDuring 2018, ISC repurchased shares for an average of $38.01 per ISCA share Implied prices when applying 21% and 30% premia, $45.99 to $49.41 per ISCA shareCompany presumably re-purchased shares because the market undervalued themOn October 3, 2018, closing price of ISCA shares was $42.26 Implied prices when applying 21% and 30% premia, $51.13 to $54.93 per ISCA share 21

Comparable Transactions Analysis Data (1 of 2) 22

Comparable Transactions Analysis Data (2 of 2) 23

Comparable Companies Analysis Out of the 7 racing bodies that ISC identifies as its competitors in SEC filings, none are publicly held companiesISC states that it competes against entertainment providers who provide in-person experiences at live venues, competing for consumers’ discretionary incomeCedar Fair, Six Flags Entertainment, Churchill Downs and Speedway Motorsports all meet that general market definition, are publicly and actively traded, have comparable EBITDA margins, and market capitalizations between $600 million and $5.5 billion 24

Comparable Companies Analysis (cont’d) Using the median trading multiple for these companies, a preliminary comparable company valuation yields implied values for ISCA shares between $54 and $66 per share 25 As of February 7, 2019 (millions, except per share data) EV/Revenue EV/EBITDA 2018A 2019E 2018A 2019E Operating Figure $ 675 $ 695 $ 205 $ 240 Trading Multiple - Median 4.0x 3.4x 11.7x 11.9x Business Enterprise Value 2,681 2,352 2,405 2,866 Less: Interest Bearing Debt (256) (256) (256) (256) Add: Cash 269 269 269 269 Fair Value of Equity (minority basis) 2,694 2,365 2,418 2,879 Shares Outstanding 43.4 43.4 43.4 43.4 Fair Value per Share (minority basis) $ 62 $ 54 $ 56 $ 66

Comparable Companies Analysis (cont’d) Using the average trading multiple for these companies, a preliminary comparable company valuation yields implied values for ISCA shares between $53 and $61 per share 26 As of February 7, 2019 (millions, except per share data) EV/Revenue EV/EBITDA 2018A 2019E 2018A 2019E Operating Figure $ 675 $ 695 $ 205 $ 240 Trading Multiple - Average 3.7x 3.3x 11.6x 11.1x Business Enterprise Value 2,498 2,293 2,378 2,664 Less: Interest Bearing Debt (256) (256) (256) (256) Add: Cash 269 269 269 269 Fair Value of Equity (minority basis) 2,511 2,306 2,391 2,677 Shares Outstanding 43.4 43.4 43.4 43.4 Fair Value per Share (minority basis) $ 57 $ 53 $ 55 $ 61

Comparable Companies Analysis Data 27

Indicative Values Relative to Offer Price 28

Exhibit (c)(11)

STRICTLY PRIVATE & CONFIDENTIAL Sources Uses Rolled Equity in Ignite (14.9mm shares) Nova Cash on Balance SheetIgnite Cash on Balance Sheet New RevolverNew First Lien Term Loan $ 63422269- 1,474 Purchase Ignite Equity (43.4mm FD shares) Paydown Nova DebtPaydown Ignite Debt Fees and Expenses Cash to Balance Sheet $ 1,84611426475100 Total Sources $ 2,399 Total Uses $ 2,399 Leverage Multiple Status Quo Txn. Adj. Pro Forma IgniteStandalone Ignite +Nova Coupon Maturity Cash $ 22 $ 78 $ 100 Revolver 36 (36) 0 L + 1.25 % Aug-23 Private Placement 29 (29) 0 L + 1.25 % Aug-23 Term Loan 50 (50) 0 Capital Leases 1 0 1 New Revolver 0 0 0 L + 3.25 % 5 years New TLB 0 1,474 1,474 L + 3.25 % 7 years Total Debt $ 116 $ 1,476 6.0 x 4.6 x LTM Adj. EBITDA (as of 30-Jun-2019) $ 246 $ 324 LTM CapEx (as of 30-Jun-2019) $ 135 $ 153 LTM Adj. EBITDA - CapEx (as of 30-Jun-2019) $ 111 $ 171 Pro Forma Leverage Overview Nova + Ignite || $42.50 / Ignite Share || $2.4bn Financing Need($ in millions) Note: Assumes PF EBITDA of $324mm as of transaction close (30-Jun-2019) which includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash). Assumes $100mm in minimum cash and $75mm fees and expenses.1

International Speedway Corp.NASCAR Offer Analysis March 21, 2019CONFIDENTIAL SETTLEMENT MATERIALS

Discussion Agenda Overview of NASCAR OfferOffer Basis Depressed / Premium OverstatedPositive Factors for ISC OperationsExtremely loyal and engaged fan baseHistorical broadcast agreements offer more potential upside for ISCExploring new revenue streamsSignificant investments upgrading and diversifying propertiesValuation Sensitivities Based on DBO DCF Base Case Model CONFIDENTIAL SETTLEMENT MATERIALS 2

Overview of NASCAR Offer CONFIDENTIAL SETTLEMENT MATERIALS 3

Overview of NASCAR Offer Proposal to acquire all ISC Class A and Class B common stock for $42.00 per share, in cashNASCAR subsequently increased offer to $43.50/shareSpecial Committee current counteroffer of $48.00/shareLimited to shares not owned by the controlling shareholders of NASCAR (“Family Stockholders”)Family Stockholders intend to combine NASCAR and ISCTake combined entity privatePossibly seek minority investorsGoldman Sachs “highly confident” it can arrange 100% of the required financingSubject to approval of the ISC’s Board of Directors, as well as a majority of the aggregate voting power represented by the targeted shares voting as a single classFamily Stockholders “would not expect…to vote in favor of any alternative sale, merger or other extraordinary corporate transaction involving [ISC]” CONFIDENTIAL SETTLEMENT MATERIALS 4

Offer Basis Depressed/Premium Overstated CONFIDENTIAL SETTLEMENT MATERIALS 5

Offer Premium is Low Offer Letter states the $42.00 per share offer price “represents a premium of 14%to the 30-day volume-weighted average price per share of $36.91.”However, the ISCA closing price immediately prior to the offer’s announcement was $39.06—thus the true premium to market offered was 7.5%NASCAR updated offer of $43.50/share reflects a premium of 11.4%Special Committee’s counteroffer of $48.00/share reflects a premium of 22.9%Morningstar’s equity analysts indicated NASCAR’s original offer at 11x EV/EBTIDA was “generally lower than the multiples we have seen offered on recent acquisitions...” -Morningstar Equity Research (11/11/2018)One reason for the “depressed offer”—with France family behind the offer and owners of NASCAR, “the impetus to pay a significant premium is low” CONFIDENTIAL SETTLEMENT MATERIALS 6

Equity Analysts Anticipate a Higher Offer As a result of the low offer, Morningstar anticipated a delayed formal bidCiting ISC’s formation of a special committee of independent directors, Morningstar stated that “…this alone could push the share price offered modestly higher to complete the deal, representing closer to a midteen EV/EBITDA range that has recently been paid for other consumer discretionary companies…”Special Committee’s counteroffer of $48.00/share is equivalent to 12x-13x EV/EBITDA, below the “midteens” CONFIDENTIAL SETTLEMENT MATERIALS 7

Positive Factors for ISC Operations CONFIDENTIAL SETTLEMENT MATERIALS 8

Factors Supporting a Higher Offer Extremely loyal and engaged NASCAR fan base offers higher value per viewer than other sportsBroadcast arrangements for other sports signal more potential for ISC when contract is renewed in 2025No evidence of correlation between recent attendance/viewership trend and value of new broadcast contractsBundling of sponsorship arrangementsExploration and development of new revenue streamsRevenue and earnings growth from already upgraded and diversified facilities not yet fully realized CONFIDENTIAL SETTLEMENT MATERIALS 9

NASCAR Value to Advertisers NASCAR fans are described as the most loyal, active, and engaged fan base in sports -NASCAR Presentation (January 22, 2016)Fan loyalty to the sport—and particularly its sponsors— translates into added value to advertisersIncreased appeal to advertisers provides broadcast partners with a strong negotiating position when selling commercial time and related advertising CONFIDENTIAL SETTLEMENT MATERIALS 10

85% 69% 66% 72% 71% 64% 52% 52% 56% 54% 54% 55% 52% 51% 58% 58% 49% 45% 48% 47% Consider Trying NFL CONFIDENTIAL SETTLEMENT MATERIALS 11 Important to Be Aware Consciously Support RecommendSource: Chart based on NASCAR Presentation underlying data (January 22, 2016) NASCAR Value to Advertisers Fan Support for Official SponsorsNASCAR NBA NHL MLB

NASCAR Value to Advertisers 52% 45% 53% 42% 38% I appreciate what a sponsor provides to the NASCAR experience I feel loyal to NASCAR sponsors and purchase their products/services because of their involvement in the sport If I’m unfamiliar with a new NASCAR sponsor, I seek out information about them Proportion of NASCAR Fan Agreement with Each StatementNASCAR Fan Avid NASCAR Fan Casual NASCAR Fan89%81%74%63% CONFIDENTIAL SETTLEMENT MATERIALS 12 Source: NASCAR Presentation (January 22, 2016)

NASCAR Value to Advertisers In addition to the negotiating leverage provided by NASCAR fans resonating with sponsors and advertisers, previous contract renewals for NASCAR and other sports suggest a potential for higher broadcast-related revenuesSignificant factor in ISC value: 2025 renewal of broadcast agreements CONFIDENTIAL SETTLEMENT MATERIALS 13

Previous Broadcast Agreement Renewals Source: DBO Presentation (January 21, 2019) CONFIDENTIAL SETTLEMENT MATERIALS 14

Previous Broadcast Agreement Renewals Despite general declines in viewership (with exception of MLB 2.4x renewal), broadcast agreement values are generally increasingChange in each contract’s annual value over the prior contract’s annual value:Median: 1.4x, or 40% increaseAverage: 1.6x, or 60% increase -DBO Presentation (1/21/19), p. 31No evidence of correlation between recent attendance/viewership declines and change in contract value CONFIDENTIAL SETTLEMENT MATERIALS 15

CONFIDENTIAL SETTLEMENT MATERIALS Major Sport Contract Renegotiation 16

Previous Broadcast Agreement Renewals NASCAR secured a 30% increase for its 2015 contract despite viewership declinesFactors influencing the increase:Bidding by nascent sports TV networks—Fox Sports 1 and NBC Sports Network—looking to compete with ESPN -Sporting News (8/15/13)FS1 and NBCSN looking to increase subscription base and feesNASCAR offered compelling live product with significant amount of programming content and engaged fan baseNegotiation context for 2025 is unclear, but the central tendency of the data more consistent with the upside case CONFIDENTIAL SETTLEMENT MATERIALS 17

Probable Changes in the Negotiating Context for TV and other Media Deals Growth in mobile viewershipForbes reports in 2018 that year-over-year, social engagements online increased 12%, while video views saw a 44% increase –Forbes (2/21/2018)Increasing flexibility of dealsAn ever increasing flexibility of TV deals to package online programming and streaming with TV broadcasting to accommodate the shift away from TV to online consumption may drive the value of a new contract up –Sports Media Watch (4/15/2017)Competition from Streaming ServicesIn 2018, Forbes reported that the value of rights to televise live sporting events has been spiraling upward due to streaming video companies joining the negotiations -Forbes (1/16/2018)NASCAR’s 2015 deal was positively impacted by competition between cable sports networks; competition with streaming services in the future may similarly drive up pricesSimilar to the NBA deal in 2016, packaging the rights to stream the sport online with a TV deal may also drive up the value of a new contract –Sports Media Watch (4/15/2017)Bundling of sponsorshipsNASCAR announced in 2018 that they are considering bundling top sponsorships with racetrack sponsorships and potential TV advertising buys in order to streamline sponsorship arrangements –NASCAR (4/10/2018) CONFIDENTIAL SETTLEMENT MATERIALS 18

Valuation SensitivitiesBased on DBO DCF Base Case Model CONFIDENTIAL SETTLEMENT MATERIALS 19

DCF Scenarios ISC Management developed projections under three scenarios for the 2025 broadcast agreement renewal40% increase from 2015 contract valueReset to 2015 contract value25% discount to 2015 contract valueDBO developed a DCF model concerning the “reset to 2015 contract value”—i.e., “Base Case”DBO’s materials reviewed to date have not included a DCF model for ISC management’s upside scenario or explicitly included new revenue streams CONFIDENTIAL SETTLEMENT MATERIALS 20

ISC Earns a High Margin on TV Revenue NASCAR contracts directly with certain network providers for television rights to the entire Monster Energy NASCAR Cup, Xfinity and Gander Outdoors Truck Series schedules. Event promoters share in the television rights fees in accordance with the provision of the sanction agreement for each NASCAR Cup, Xfinity and Gander Outdoors Truck Series event. Under the terms of this arrangement, NASCAR retains 10.0 percent of the gross broadcast rights fees allocated to each Monster Energy NASCAR Cup, Xfinity and Gander Outdoors Truck Series event as a component of its sanction fees. We, as the promoter, record 90.0 percent of the gross broadcast rights fees as revenue and then record 25.0 percent of the gross broadcast rights fees as part of its awards to the competitors. Ultimately, the promoter retains 65.0 percent of the net cash proceeds from the gross broadcast rights fees allocated to the event. -ISC Form 10-K (2018)ISC’s 65% cash proceeds out of 90% of gross broadcast fees implies a 72.2% profit margin CONFIDENTIAL SETTLEMENT MATERIALS 21

DCF Scenarios Scenarios Adjustments to Base Case “Base Case” - N/A (DBO DCF of ISC Mgmt. projections based on contract value reset to 2015) ISC Mgmt. Upside 40% increase to 2015 broadcast contract valueMaintain Base Case revenue growth rates for 2026E-2030E72.2% Profit margin on incremental broadcast revenues25.0% tax rate on incremental broadcast revenues CONFIDENTIAL SETTLEMENT MATERIALS 22

DCF Scenario Results Note: Ranges based on WACC/Exit Multiple assumptions utilized by DBO. DBO Presentation (January 31, 2019) CONFIDENTIAL SETTLEMENT MATERIALS 23

New and Potential Revenue Streams ISC Management is assessing opportunities for new revenue streams not currently included in projectionsGambling-related revenue an area of potential growthDirect impact via revenues from revenue sharing arrangements with betting operatorsIndirect impact via increased fan engagement and potential to attract additional fans CONFIDENTIAL SETTLEMENT MATERIALS 24

New and Potential Revenue Streams On-Site and Mobile Sports BettingRevenue and data licensesNASCAR 2017 revamped Fantasy can increase fan engagementCapturing younger viewersNumber of players more than doubled in 2018 according to Tim Clark, vice president of digital media at NASCAR –The Comeback (3/7/2019)According to the FSTA, 64% of Fantasy sports players say they are watching more live sports because of Fantasy –FSTA (demographic information through 2017)NASCAR online streaming serviceAdditional platform for ad salesNBC reported that 1.2 million unique devices streamed NASCAR coverage over the second half of the 2018 season, which represented an 11% increase from 2017 –Forbesciting NBC data (3/1/2019) CONFIDENTIAL SETTLEMENT MATERIALS 25

On-Site and Mobile Sports Betting DBO indicates revenue growth from on-site and mobile sports betting is not reflected in ISC Management projections -DBO Presentation (1/31/19), p. 18NASCAR betting poised for growthSports fans more accustomed to gambling in recent years with 6 in 10 Americans approving of sports gambling –NationalResearch Group (6/11/2018)On-site betting debuted in Fall 2018 at Dover International Speedway—poised for future growth and fan engagement–The Associated Press (10/7/2018)Formula One entered a $100MM deal to sell betting sponsorships –Financial Times (9/17/2018)NASCAR’s traditionally older demographic places more emphasis on on-site bettingNASCAR has the opportunity to license data from their races to be distributed to only specific bookmakers.The NBA currently has a deal with Sportradar that only licenses data to be distributed to licensed bookmakers, with officials entering second-by-second statistics on the sidelines of games. –Bloomberg (11/28/2018)According to Bloomberg, a similar deal between the NBA and Sportradar closed at $250 million in 2016 for data to be licensed to only overseas markets –Bloomberg (8/12/2016) CONFIDENTIAL SETTLEMENT MATERIALS 26

CONFIDENTIAL SETTLEMENT MATERIALS Growth in Gambling Prior to Federal Legalization 27

Continued Growth in Gambling CAGR from 2018-2023:48.3% CONFIDENTIAL SETTLEMENT MATERIALS 28

DCF Gambling Revenue Assumptions Dollar amount of 2018 car racing bets placed at Dover International SpeedwayEstimated Percentage Paid to NASCARBased on NBA/MLB gambling-related revenue as % of dollar amount bet in 2017Number of NASCAR events per yearIncrease estimated gambling revenues at expected growth rate for all sports gambling revenuesRevenues from gambling in 2030 terminal year: $16.4MMPotential revenue from licensing data is not included CONFIDENTIAL SETTLEMENT MATERIALS 29

DCF Scenarios Scenarios Adjustments to Base Case “Base Case” - N/A (DBO DCF of ISC Mgmt. projections based on contract value reset to 2015) Base Case + Gambling Revenue Add estimated gambling-related revenue for 2019-2030EMaintain Base Case EBITDA, Net Income, and Cash from Ops. margins ISC Mgmt. Upside 40% increase to 2015 broadcast contract valueMaintain Base Case revenue growth rates for 2026E-2030E72.2% Profit margin on incremental broadcast revenues25.0% tax rate on incremental broadcast revenues ISC Mgmt.Upside + Gambling Revenue Same as ISC Mgmt. Upside scenarioAdd estimated gambling-related revenue for 2019-2030EMaintain Base Case EBITDA, Net Income, and Cash from Ops. margins CONFIDENTIAL SETTLEMENT MATERIALS 30

CONFIDENTIAL SETTLEMENT MATERIALS DCF Scenario Results 31 Note: Ranges based on WACC/Exit Multiple assumptions utilized by DBO. DBO Presentation (January 31, 2019)

ISC Investments Upgrading Properties Aside from broadcast and gambling revenues, ISC has invested considerable funds upgrading its racetracks and associated propertiesOperations resulting from these investments are not yet stabilizedReturn from these investments is not yet fully realizedTo the extent diversification of ISC operations yields higher returns than expected, the implied value of ISC would increase CONFIDENTIAL SETTLEMENT MATERIALS 32

Conclusion The DCF models demonstrate that the value of ISC is extremely sensitive to the terms of the 2025 renewal.Based on the data and analysis performed to date, we are not convinced the base case CONFIDENTIAL SETTLEMENT MATERIALS 33 should receive any more weight than management’s upside case. The central tendency of the renewal data is more in line with management’s upside case and suggests a DCF value near $59 per share. Management’s downside case falls outside of all the renewal data reviewed and received very low weight in our evaluation. None of the other valuation metrics address the potential benefit of a favorable 2025contract renewal (because they fail to address the increase in company-wide margin that would result).We are therefore not yet convinced that a transaction price less than $48.50 (the midpoint of the DCF value from management’s base case and upside case) would represent fair value. This still explicitly excludes revenue from betting and any other new sources.We are open to suggestions and ideas from the Special Committee and their advisors.

Appendices CONFIDENTIAL SETTLEMENT MATERIALS 34

Appendices – DBO “Base Case” DCF CONFIDENTIAL SETTLEMENT MATERIALS 35

Appendices – DBO “Base Case” DCF CONFIDENTIAL SETTLEMENT MATERIALS 36

Appendices – ISC Mgmt. Upside Case Historical Projections Terminal CONFIDENTIAL SETTLEMENT MATERIALS 37 FYE 11/30, $MM 2017A 2018A '19E Stub 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue $671 $675 $353 $729 $746 $764 $777 $798 $808 $823 $840 $858 $878 $899 % Growth 0.6% 3.3% 2.3% 2.4% 1.7% 2.7% 1.3% 1.8% 2.1% 2.2% 2.4% 2.3% Adj. EBITDA $241 $231 $125 $260 $267 $274 $277 $285 $323 $330 $339 $348 $357 $368 % Margin 35.9% 34.2% 35.4% 35.7% 35.8% 35.9% 35.6% 35.7% 40.0% 40.2% 40.4% 40.5% 40.7% 40.9% Net Income $72 $82 $47 $102 $108 $112 $117 $124 $153 $161 $169 $178 $187 $199 % Margin 10.7% 12.1% 13.3% 14.0% 14.5% 14.7% 15.1% 15.5% 19.0% 19.5% 20.2% 20.8% 21.3% 22.1% Cash from Ops. $186 $202 $89 $182 $187 $192 $193 $195 $219 $222 $225 $231 $240 $247 % Margin 27.7% 29.9% 25.2% 25.0% 25.1% 25.1% 24.8% 24.4% 27.1% 27.0% 26.8% 26.9% 27.3% 27.5% Less: Cap Ex $147 $144 $53 $74 $76 $91 $91 $91 $90 $90 $90 $90 $90 $89 % Rev. 21.9% 21.3% 15.0% 10.2% 10.2% 11.9% 11.7% 11.4% 11.1% 10.9% 10.7% 10.5% 10.2% 9.9% Plus: Distrib. $25.5 $26.6 $13.0 $26.3 $26.5 $26.8 $27.1 $27.3 $27.6 $27.9 $28.2 $28.4 $28.7 $29.0 Free Cash Flow $65 $85 $49 $134 $138 $128 $129 $131 $157 $160 $164 $169 $179 $187 % Margin 9.6% 12.5% 13.9% 18.4% 18.4% 16.7% 16.6% 16.5% 19.4% 19.4% 19.5% 19.8% 20.3% 20.8% PV of Free Cash Flows $47 $119 $112 $95 $89 $83 $91 $85 $80 $77 $74 Sum of Discounted Cash Flows $952

Appendices – ISC Mgmt. Upside Case Illustrative Base Case Valuation @ 20.0x P/E Terminal Year 2030E Net Income $199 Terminal Year 2030E Exit Multiple 20.0 Terminal Value $3,976 PV of Terminal Value $1,656 % of Equity Value 63.5% Sum of Discounted Cash Flows $952 % of Equity Value 36.5% Implied Equity Value $2,609 Shares Outstanding (MM) (Implied from DBO) 44.5 Implied Share Price $58.62 CONFIDENTIAL SETTLEMENT MATERIALS 38 WACC NTM P/E Exit Multiple 8.00% 8.50% 8.70% 9.00% 19.0 $60.00 $57.67 $56.76 $55.44 19.5 $61.00 $58.61 $57.69 $56.35 20.0 $61.99 $59.56 $58.62 $57.25 20.5 $62.99 $60.51 $59.55 $58.15 21.0 $63.98 $61.46 $60.48 $59.06 21.5 $64.98 $62.41 $61.41 $59.96 22.0 $65.98 $63.36 $62.35 $60.86

Appendices – Base Case w/Gambling Historical Projections Terminal CONFIDENTIAL SETTLEMENT MATERIALS 39 FYE 11/30, $MM 2017A 2018A '19E Stub 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue $671 $675 $355 $732 $750 $768 $782 $804 $676 $689 $705 $722 $741 $760 % Growth 0.6% 3.0% 2.5% 2.5% 1.8% 2.8% -15.9% 2.0% 2.3% 2.4% 2.7% 2.6% Adj. EBITDA $241 $231 $126 $261 $268 $276 $279 $287 $225 $231 $238 $245 $253 $262 % Margin 35.9% 34.2% 35.4% 35.7% 35.8% 35.9% 35.6% 35.7% 33.3% 33.5% 33.8% 33.9% 34.1% 34.4% Net Income $72 $82 $47 $102 $109 $113 $118 $125 $79 $85 $92 $100 $107 $118 % Margin 10.7% 12.1% 13.3% 14.0% 14.5% 14.7% 15.1% 15.5% 11.7% 12.3% 13.1% 13.8% 14.4% 15.5% Cash from Ops. $186 $202 $90 $183 $188 $193 $194 $196 $146 $147 $149 $153 $161 $167 % Margin 27.7% 29.9% 25.2% 25.0% 25.1% 25.1% 24.8% 24.4% 21.5% 21.3% 21.2% 21.3% 21.7% 21.9% Less: Cap Ex $147 $144 $53 $74 $76 $91 $91 $91 $90 $90 $90 $90 $90 $89 % Rev. 21.9% 21.3% 14.9% 10.1% 10.1% 11.8% 11.6% 11.3% 13.3% 13.1% 12.8% 12.5% 12.1% 11.7% Plus: Distrib. $25.5 $26.6 $13.0 $26.3 $26.5 $26.8 $27.1 $27.3 $27.6 $27.9 $28.2 $28.4 $28.7 $29.0 Free Cash Flow $65 $85 $50 $135 $138 $129 $130 $133 $83 $85 $87 $92 $100 $107 % Margin 9.6% 12.5% 13.9% 18.4% 18.5% 16.8% 16.7% 16.5% 12.3% 12.3% 12.4% 12.7% 13.5% 14.0% PV of Free Cash Flows $48 $119 $112 $96 $90 $84 $48 $45 $43 $42 $42 $41 Sum of Discounted Cash Flows $768

Appendices – Base Case w/Gambling Illustrative Base Case Valuation @ 20.0x P/E Terminal Year 2030E Net Income $118 Terminal Year 2030E Exit Multiple 20.0 Terminal Value $2,351 PV of Terminal Value $979 % of Equity Value 56.0% Sum of Discounted Cash Flows $768 % of Equity Value 44.0% Implied Equity Value $1,747 Shares Outstanding (MM) (Implied from DBO) 44.5 Implied Share Price $39.27 CONFIDENTIAL SETTLEMENT MATERIALS 40 WACC NTM P/E Exit Multiple 8.00% 8.50% 8.70% 9.00% 19.0 $40.16 $38.73 $38.17 $37.36 19.5 $40.75 $39.29 $38.72 $37.89 20.0 $41.34 $39.85 $39.27 $38.43 20.5 $41.93 $40.41 $39.82 $38.96 21.0 $42.52 $40.97 $40.37 $39.49 21.5 $43.11 $41.53 $40.92 $40.03 22.0 $43.69 $42.09 $41.47 $40.56

Appendices – ISC Mgmt. Upside Case w/Gambling Historical Projections Terminal CONFIDENTIAL SETTLEMENT MATERIALS 41 FYE 11/30, $MM 2017A 2018A '19E Stub 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue $671 $675 $355 $732 $750 $768 $782 $804 $815 $831 $849 $869 $892 $915 % Growth 0.6% 3.0% 2.5% 2.5% 1.8% 2.8% 1.4% 1.9% 2.2% 2.3% 2.6% 2.6% Adj. EBITDA $241 $231 $126 $261 $268 $276 $279 $287 $326 $333 $343 $352 $362 $373 % Margin 35.9% 34.2% 35.4% 35.7% 35.8% 35.9% 35.6% 35.7% 40.0% 40.1% 40.3% 40.4% 40.6% 40.8% Net Income $72 $82 $47 $102 $109 $113 $118 $125 $154 $162 $171 $180 $189 $201 % Margin 10.7% 12.1% 13.3% 14.0% 14.5% 14.7% 15.1% 15.5% 18.9% 19.5% 20.1% 20.7% 21.2% 22.0% Cash from Ops. $186 $202 $90 $183 $188 $193 $194 $196 $221 $224 $227 $233 $243 $250 % Margin 27.7% 29.9% 25.2% 25.0% 25.1% 25.1% 24.8% 24.4% 27.1% 26.9% 26.8% 26.9% 27.2% 27.4% Less: Cap Ex $147 $144 $53 $74 $76 $91 $91 $91 $90 $90 $90 $90 $90 $89 % Rev. 21.9% 21.3% 14.9% 10.1% 10.1% 11.8% 11.6% 11.3% 11.0% 10.8% 10.6% 10.4% 10.1% 9.7% Plus: Distrib. $25.5 $26.6 $13.0 $26.3 $26.5 $26.8 $27.1 $27.3 $27.6 $27.9 $28.2 $28.4 $28.7 $29.0 Free Cash Flow $65 $85 $50 $135 $138 $129 $130 $133 $158 $161 $166 $172 $182 $190 % Margin 9.6% 12.5% 13.9% 18.4% 18.5% 16.8% 16.7% 16.5% 19.4% 19.4% 19.5% 19.8% 20.4% 20.8% PV of Free Cash Flows $48 $119 $112 $96 $90 $84 $92 $86 $81 $78 $76 Sum of Discounted Cash Flows $962

Appendices – ISC Mgmt. Upside Case w/Gambling Illustrative Base Case Valuation @ 20.0x P/E Terminal Year 2030E Net Income $201 Terminal Year 2030E Exit Multiple 20.0 Terminal Value $4,027 PV of Terminal Value $1,677 % of Equity Value 63.5% Sum of Discounted Cash Flows $962 % of Equity Value 36.5% Implied Equity Value $2,639 Shares Outstanding (MM) (Implied from DBO) 44.5 Implied Share Price $59.32 CONFIDENTIAL SETTLEMENT MATERIALS 42 WACC NTM P/E Exit Multiple 8.00% 8.50% 8.70% 9.00% 19.0 $60.71 $58.35 $57.43 $56.09 19.5 $61.72 $59.31 $58.37 $57.01 20.0 $62.73 $60.27 $59.32 $57.92 20.5 $63.74 $61.23 $60.26 $58.84 21.0 $64.74 $62.19 $61.20 $59.76 21.5 $65.75 $63.15 $62.14 $60.67 22.0 $66.76 $64.11 $63.09 $61.59

Exhibit (c)(12)

STRICTLY PRIVATE & CONFIDENTIAL Discussion Materials Project Overdrive Goldman Sachs & Co. LLC October 29, 2018 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

STRICTLY PRIVATE & CONFIDENTIAL 2 Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board") and senior management of Nova (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. 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STRICTLY PRIVATE & CONFIDENTIAL 2 DisclaimerCont’d All information herein has been prepared specifically for you and is for discussion purposes only. The terms and conditions set forth below are indicative only as of the date of this presentation and are subject to change. This information is not an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any loans or securities, which commitment shall only be set forth in a separate agreement and such finalized terms and conditions are subject to further discussion and negotiation. This material is based upon certain factors, assumptions and historical information as Goldman Sachs may in its absolute discretion have considered appropriate. Participation by Goldman Sachs in any transaction contemplated herein is subject to, among other things, completion of mutually acceptable documents, satisfactory due diligence, internal review and approvals. Goldman Sachs does not provide accounting, tax, regulatory or legal advice, such matters should be discussed with your advisors and/or counsel.This communication, and any accompanying information, has been prepared by the Investment Banking Division of Goldman Sachs for your information only and is not a product of the research departments of Goldman Sachs. All materials, including proposed terms and conditions, are indicative and for discussion purposes only. Finalized terms and conditions are subject to further discussion and negotiation. Any opinions expressed are our present opinions only and Goldman Sachs is under no obligation to update those opinions. All information, including any price indications provided is supplied in good faith based on information which we believe, but do not guarantee, to be accurate or complete; we are not responsible for errors or omissions contained therein. Certain transactions, including those involving derivatives, give rise to substantial risk and are not suitable for all investors. Goldman Sachs does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and /or counsel. Certain provided information may be based on Goldman Sachs' own good faith understanding of the application of certain accounting rules as they apply to qualifying hedges and non-hedging derivatives. Goldman Sachs makes no representation as to whether its understanding of certain accounting rules is correct and, by providing such information, is not providing you with any accounting advice, including, without limitation, any advice regarding the appropriateness of hedge accounting for a particular derivative transaction or the potential income statement impact of such derivative transaction or the analyzed portfolio of transactions. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman Sachs imposing any limitation of any kind. We are under no obligation to extend, renew or otherwise restructure any proposed indicative transaction. All information provided was supplied in good faith based on information which we believe, but do not guarantee, to be accurate or complete; however, we are not responsible for errors or omissions that may occur. Further information regarding this material may be obtained upon request.

STRICTLY PRIVATE & CONFIDENTIAL Today’s Agenda Review of Debt Financing for Acquisition of Ignite Term sheetProcessPro forma financial profile and sensitivities Ignite Valuation Analysis Public market tradingImplied premium analysisOffer price recommendation Review of Draft Ignite Offer Letter Potential Equity Partner OverviewStatus updateSizing potential equity contribution Timeline and Next Steps 1 2 3 4 5 2

STRICTLY PRIVATE & CONFIDENTIAL 6 Executive Summary Executive Summary Debt Financing for Acquisition of IgniteGS is very pleased to confirm that it has received approval to provide the Family / Nova with all of the debt financing required to undertake the acquisition of IgniteCurrently it is envisaged that the debt financing package will be up to ~$1.5bn in size or up to 4.5x pro forma gross leverage / 4.0x net leverageAlso included is an additional $150mm revolving credit facilityIn addition, GS is working on committed financing papers and a highly confident letter with a view to having them completed for submission with a proposal to Ignite next week should the Family want to do thatHaving evidence of this committed financing at the time of the offer is of significant benefit to the Family while adding meaningful credibility and urgency to the offerIn the presentation, we will go through all the key terms and conditions of the financing package in detail including the associated fees and expensesPricing: Currently, the estimated pricing of the debt is LIBOR + 250-275bps (~5.00-5.25% total cost assuming current LIBOR rate of 2.5%), equating to ~$80mm in annual interest charges which decrease over time as the business de-leversCovenants: The package is structured with covenant flexibility to fund expected capital expenditures as well as restricted payment capacity for dividends/tax distributionsThe structure also provides flexibility to replace a portion of the Term Loan B with alternative funding sources (Term Loan A, equity partner, etc)Fees: The fees associated with the debt package are 175bps in total (~$26m), made up of a137.5bps commitment fee and 37.5bpsstructuring fee, very much in-line with market precedent for similar debt packages and credit profilesNo fees related to committed financing are payable unless or until the closing of the acquisitionGS will continue to work with the Family between now and signing of finalizing the key terms of the debt package, making every effort to reflect flexibility the Family envisage needing to continue to run the pro forma business

STRICTLY PRIVATE & CONFIDENTIAL 7 Executive Summary Executive Summary Business Plan and Debt Paydown Sensitivity AnalysisThe Nova management team has created two business cases, a) Achievable Conservative Case and b) Downside Conservative CaseWe have reviewed and overlaid the proposed debt financing package as outlined above with a view to “stress testing” the business and debt levels– In each case, we will review the deleveraging profile and amount of debt paydown over the course of the planIn the Achievable Conservative Case, the business pays down ~$500m of debt over the next 3.5 years, reducing leverage from $1.5bn to$1.0bn (4.5x initial leverage as of 30-Jun-2019 to 2.5x in 2022)In the Downside Conservative Case, the business pays down ~$300m of debt over the next 3.5 years, reducing leverage from $1.5bn to $1.2bn (4.5x initial leverage as of 30-Jun-2019 to 3.5x in 2022)This analysis is helpful not only to understand the potential strains on the business of this quantum of debt but also will help frame how much leverage the Family is likely to be ultimately comfortable withThis will inform how much equity the Family would ideally raise from potential third party equity sources (as discussed on page 10)

STRICTLY PRIVATE & CONFIDENTIAL 8 Executive Summary Executive Summary Ignite Valuation Perspectives and Potential Offer PriceGiven the significant benefits of consolidation, synergies and growth plan initiatives as outlined by Nova over the past 18 months, Nova has the ability to pay a significant premium for Ignite and still create value as the growth plan is realizedThat said, just like any other potential buyer, the Family’s goal should be to pay the lowest price possible that is acceptable to Ignite shareholdersIn formulating the right offer price, there are a number of factors that need to be balanced and taken into considerationThe offer needs to be at a level that isn’t deemed opportunistic by Ignite’s Board of Directors (given that the Ignite stock is trading close to its 52 week low and we are a “control” shareholder), is at a high enough level that shareholders will accept and vote for the deal while also being at a level that we don’t feel we’re overpaying of the assetAnother important factor, which may be hard to know, is how confident the Ignite Board is about the future prospects for the business i.e. is there upside to the stock from its current trading levels or is there a strong possibility of even more downside from hereStock Trading Levels: Ignite is trading at ~$37/share after a ~15% drop following earnings earlier in the month, close to its 52-week low tradinglevel of ~$35Current share price in-line with longer-term averages (e.g. 3 year and 5 year)The stock has traded at ~$42/share on average over the last year, even trading as high as $47/share as recently as February 2018Analyst Price Targets: While not a widely covered stock by the analyst community, the price targets out there are $43 at Wells Fargo, and $44 and $38 at two other brokersShareholder Cost Basis Analysis: We have done a detailed analysis of Ignite’s top 25 active institutional shareholders to estimate what their cost basis is in the Ignite stock as that can be very informative as to what offer price may be deemed attractive to them / allow them lock in gains on the investmentThe average cost basis of the top 10 shareholders is ~$35/share and of the top 25 shareholders is ~$37/shareThere are a handful of investors with a cost basis in the “low-$40s”/share, the highest being ~$43/sharePrecedent Takeover Premia: Nova will need to pay a premium to the current Ignite stock price in order to win approval of shareholders to vote for the deal, with the key judgement being what is the right / appropriate premium for this specific situationReviewing all-cash acquisitions of this size over the past decade would point to typical premia being in 25-40% range, with a median premium being 34%. This would imply a price per share for Ignite approaching $50Moreover, analyzing these deal prices relative to the 52-week high price of the target would point to deals typically getting done at slight premiums to their 52-week high price, with the median being 5% premium to the 52-week high. This would also imply a price per share for Ignite of ~$50 (given Ignite’s 52-week high price of ~$47)

STRICTLY PRIVATE & CONFIDENTIAL 9 Executive Summary Executive Summary — Also, premia sizes are often driven by where the target is trading relative to its 52 week high price i.e. the data would show the bigger the discount the target is trading to its 52 week high, the bigger the premium required– For companies trading at 70-80% of their 52-week high (Ignite currently trades at 78% of its 52-week high), the median premium was 30%, again implying a price per share approaching $50However, the key argument we would make here is that this is not a “typical” change-of-control transaction given the Family has ~70% of the vote and ~40% of the economicsWe have analyzed in detail transactions involving either a controlling shareholder (>50%) or a significant minority shareholder (15-50%) given the current Family ownership (~40% of economics and ~70% of vote),An acquisition of Ignite would have elements of both a controlling and significant minority shareholder transaction and our analysis would pointto these deals typically occurring at premiums lower than 30%, often even in the 15%-20% premium rangeInitial Offer Price and Strategy: As mentioned above, the key to the offer price is that it’s at a level that will be deemed serious and not opportunistic by the Ignite Board while also being a price the Family is very comfortable payingWe also need to be mindful of due process, how this is likely to play out and how that might impact your initial bid vs what you may ultimately have to payWe believe than an opening proposal in the $42-$44/share range (~14%-19% premium to the current price) is probably the minimum that is likely to be acceptable and deemed reasonable by the Ignite Board and shareholdersOur recommendation would be that whatever initial bid the Family puts forth, it should hold back some value that it is happy to give at a laterdate in the negotiationIf the Board can be seen to have successfully negotiated with us to increase price, it will be much better for the overall process on their side / potential post transaction litigationAn example would be start with an initial bid of $42 or $43/share and ultimately giving an extra $1 or $2/share in negotiations to end up at $44 or $45/shareIn our view, if the Family acquired Ignite for $45/share or less (<22% premium), then that would be a very good outcomeThe analysis above would also point to high $40s or $50/share (~30%-35% premium) being the range that the Ignite Board andshareholders would likely be much happier / expecting to achieveWe would also note, that in the analysis Camaro shared with us, they were assuming they would have to pay $55+/share to acquire Ignite so at $45/share, we would be acquiring the asset for ~$500m less than that

STRICTLY PRIVATE & CONFIDENTIAL 10 Executive Summary Executive Summary Potential Equity Partner Process UpdateCurrently actively engaged with each of the potential equity partners to scheduled meetings after the November 9 Ignite Board meetingSilverLake/WME/IMG: Scheduled for November 12 in San FranciscoLiberty Media: Scheduled for November 19 in DenverJohn Henry: Holding November 13 and November 20 (to be confirmed this week, likely in NYC)Confidential Family Investor: Potentially November 17 or November 20Meetings with Fox and AT&T also being scheduledDepending on what target leverage the Family is ultimately comfortable with, the size of the equity contribution from third party is in the ~$300mm - $600mm rangeTiming and Next StepsFamily to continue to review and discuss all critical path items (debt, valuation, timing, equity partners etc.)Review all analysis and recommendations from today’s sessionSchedule follow-up calls and meetings to discuss further, as appropriateKey Decisions:Whether or not to submit the proposal to the Ignite Board next weekIf submitting proposal, when should it be submitted and what should proposal beKey workstreams includeFinalizing the debt package, committed financing papers and highly confident letterFinalize offer letter including offer priceAgree tactics and bidding strategy for IgniteRefine the equity investor / partner presentationGS to send engagement letter and terms for this assignment (Tues 30-Oct)Develop communications plan for all key constituents (employees, broadcast partners, sponsors, teams, etc.)Agree protocols for inbound inquiries post 9-Nov

STRICTLY PRIVATE & CONFIDENTIAL Key Financing Discussion Takeaways The Value of Committed FinancingCommitted financing from Goldman Sachs provides Nova with financing certainty, pricing certainty and covenant certaintyThe final commitment letter will be signed concurrently with signing of the Purchase Agreement for the acquisition, which will be a few months in advance of actually going to the debt markets to raise the capital from investorsReceiving committed financing transfers the risk of financing the transaction from Nova to Goldman Sachs:Goldman Sachs caps the pricing of the Term Loan B (“TLB”), so that Nova’s cost of debt is limited and foreseeable, no matter how bad the market getsIf the cost of raising the debt from investors is higher than the cap, the difference comes out of Goldman Sachs’ pocket, no matter how much it costsIn addition to capping the downside risk, Nova retains the upside related to potential market improvement: if the market is better than expected, Nova will get the benefit of the lowest interest rate available at that timeGoldman Sachs also provides certainty related to the covenants package so that Nova has visibility today into what the worst-case restrictions put in place by the debt financing could beIf there is a severe market downturn and investors won’t buy the TLB, Goldman Sachs funds the financing from our balance sheet to provide Nova with certain transaction closing at the pricing and covenant cap agreed prior to signingThe fees and expenses related to the committed financing are payable if, and only if, the acquisition closes. These fees will be payable at the time of Closing and can be paid out of the debt financing raised in the marketCovenant Flexibility & Pricing OptimizationCovenant flexibility and pricing optimization are inversely correlated, and at some point there is a cost associated with incremental covenant flexibility. Goldman Sachs’ goal is to achieve the “sweet spot” where Nova has all the flexibility it needs (and then some) without impacting the cost of debt raised in the marketIt’s important to us that the commitment papers provide Nova with all the flexibility it needs to run the daily operations of the pro forma business, so we will work closely with you to craft a tailored document that fits Nova’s needs, including allowing for a potential future acquisition of Spark or other targetsThe TLB will have meaningfully more flexibility than a Term Loan A (“TLA”)The TLB primarily protects investors through “incurrence covenants,” which are only tested at the time that certain actions (like the incurrence of debt) are taken, and are otherwise not in effectTLAs will have more prohibitive incurrence covenants, and will also have 1 – 2 financial maintenance covenants, which, as their name implies, would requirethat Nova maintain a certain level of financial health on an ongoing basis in order to avoid breaching the covenants and triggering a defaultNova’s current TLA has two typical examples of maintenance covenants: a Leverage Ratio and an Interest Coverage Ratio, which are tested on a quarterly basis to ensure that the ratio of debt to EBITDA and the ratio of interest expense to EBITDA, respectively, aren’t above a stated thresholdThe TLB will not have any financial maintenance covenants or otherwise unduly restrict operating flexibility (e.g., it will not have limitations on capital expenditures and will have looser limitations than a TLA would on dividends, investments, etc.)12

STRICTLY PRIVATE & CONFIDENTIAL Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 13 Borrower: An entity to be determined once the pro forma corporate structure is finalized; entity will have unrestricted access to Nova and Ignite subsidiary assets and cash flow (referred to herein as “Nova”). Note that the Credit facilities will have no recourse to the personal assets of employees or owners of Nova Security: First priority security interest in substantially all assets of the Borrower, all domestic subsidiaries, and 2/3rds of the stock of foreign subsidiaries, subject tocustomary exceptions to be agreed Guarantees: Fully and unconditionally guaranteed on a joint and several basis by Holdings, the Borrower, and all direct and indirect wholly owned domestic subsidiaries, subject to customary exceptions to be agreed Assumed Corporate Credit Rating: [Ba2 / BB] Facility: Senior Secured Term Loan B Amount: $[1,500] million Maturity: 7 years Pricing: L + [250 – 275] bps per annumFlex: up to [125 - 150] basis pointsInterest on the TLB payable in quarterly arrearsNote: LIBOR is the market standard floating reference rate; the credit agreement will specify that if LIBOR ceases to be the market standard, the TLB will adopt a reference rate to be mutually agreed LIBOR Floor: [0.00]% Amortization: 1% per annum of the initial principal amount, payable quarterly with the balance payable at maturity Prepayment Penalty: Call premium of 1.00% in place for 6 months from Closing, payable only if the Term Loan is repriced at a lower rate or refinanced with lower-rate Term Loan B. No penalty for using cash flow or other financing (e.g., bonds, converts, equity) to pay down the TLB— Flex: increase the call period to [12] months Mandatory Prepayments: [100]% of net proceeds from non-ordinary course asset sales (subject to customary reinvestment rights)[100]% of proceeds from debt issuance (other than debt permitted by the credit agreement)[50]% of Excess Cash Flow (to be defined in a manner to be agreed) with step-downs to [25]% and [0]% at First Lien Leverage Ratios to be agreed— Flex: start sweep at [75]% with step-downs to [50]%, [25]% and [0]% at First Lien Net Leverage Ratios to be agreed Revolving Credit Facility: Amount: $[150] million (working capital needs to be discussed)Maturity: 5 years Summary of Indicative Terms Senior Secured Credit Facilities

STRICTLY PRIVATE & CONFIDENTIAL Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 14 Financial Maintenance Covenants: Revolving Credit Facility: Springing leverage ratio covenant that is only active if revolver is drawn. Leverage ratio to have [30]% cushion to closing date leverageTerm Loan B: None Select Negative Covenants: Note: the negative covenants of the Credit Facilities will be tailored to the Pro Forma Company such that they include customary operational flexibility. Additionally, any bespoke baskets that are currently available and / or needed for the Pro Forma Company will be considered for inclusion in the Credit Facilities commitment papers.Key baskets for Restricted Payments:Restricted Payments Ratio Basket: unlimited up to Total Net Leverage of [3.0]xFlex: to a lower Total Net Leverage number to be agreedRestricted Payments General Basket: an amount to be agreed (to ensure dividends are appropriately accommodated)Builder Basket (may also be used for investments): a starter amount to be agreed, plus at the option of Nova prior to commencement of syndication, either of [50]% of cumulative CNI or Retained Excess Cash FlowKey baskets for Investments and Acquisitions:Investments Ratio Basket: unlimited up to [5.25]x Total Net Leverage, subject to a cap to be agreed for acquired entities that do not provideguaranteesInvestments General Basket: an amount to be agreedPermitted Acquisitions / Investments: Wholly owned subsidiaries will be allowed to make acquisitions up pro forma Total Net Leverage of [6.0]xKey baskets for Asset Sales:Unlimited for dispositions of assets less than $[10]mmKey baskets for incurrence of additional indebtedness:Uncommitted Incremental Amount for Pari Passu Indebtedness: equal to the greater of $[ ]mm and [75]% of EBITDA, plus an unlimited amount up to the Closing Date First Lien Net LeverageFlex: to reduced starter and grower baskets in an amount to be agreed[50] bps Most Favored Nation clause in effect for 2 years (i.e., if you raise incremental pari passu debt that has an effective yield of more than50 bps higher than the existing TLB, the price of the existing TLB increases such that it remains within 50 bps of the new debt)– Flex: to keep the Most Favored Nation clause in effect for the life of the loanJunior Secured Indebtedness Ratio Basket: an unlimited amount up [5.0]x Senior Secured Net Leverage Ratio— Flex: to [0.25]x inside the Closing Date Senior Secured Net LeverageAdditional Unsecured Indebtedness Ratio Basket: an unlimited amount up to Total Net Leverage Ratio of [6.0]xIndebtedness General Basket: an amount to be agreedOther ordinary course debt baskets and exceptions: to be set forth in the definitive documentationKey baskets for incurrence of Liens:Liens General Basket: an amount to be agreedOther ordinary course lien baskets and exceptions: to be set forth in the definitive documentation Summary of Indicative Terms Senior Secured Credit Facilities (Cont’d)

STRICTLY PRIVATE & CONFIDENTIAL Single-Signed Commitment Period: If Commitment Letter signed by Goldman Sachs prior to signing of the Purchase Agreement, an initial commitment period of 5 business days shall be in effect, during which period Nova will need to countersign the Commitment Letter in order to effect the counter-signed commitment period Counter-Signed Commitment Period: Commitment period to align with the signed Purchase Agreement; current assumption is that the Outside Date (date of termination) in the Purchase Agreement is 5 months from signing of such agreement Conditionality to Funding: Usual and customary limited conditionality (aligned with purchase agreement) Events of Default: Usual and customary, with appropriate baskets and materiality qualifications Credit AgreementDocumentation: Precedent to be mutually agreed between counsel and to include market definitions appropriately tailored to fit the Pro Forma Company Financial Reporting: Requirement that quarterly unaudited financials for the first three quarters of each fiscal year are delivered to lenders within [45] days of quarter endAnnual audited financials to be delivered within [90] days of the fiscal year endAnnual and quarterly compliance certificates delivered within 5 business days of delivery of annual and quarterly financial statements, as applicablePractically, delivery of the above documents will entail sending the documents to the TLB administrative agent, who will then post them to a secure datasite that can only be accessed by current TLB lenders after agreeing to a click-through confidentiality agreementThose lenders cannot share those documents with other institutionsA quarterly lender call to give a brief update on the Company and its performance may be required Disqualified Institutions: Prior to the syndication of the TLB, Nova may designate institutions and competitors as disqualified from holding the TLB by creating a “DQ List”. These institutions will be barred from holding the TLB, and in turn, from receiving the information provided to TLB lenders— The DQ List can be updated after allocation of the TLB to include (1) additional companies that Nova considers to be competitors and (2)affiliates of lenders already existing on the DQ List Summary of Indicative Terms Senior Secured Credit Facilities (Cont’d) Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 15

STRICTLY PRIVATE & CONFIDENTIAL Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 16 Fees: Commitment fees: [137.5] bpsPayable ratably to all underwriting banks for their portion of the commitmentCommitment papers to allow for Nova banking relationships to be brought into the underwriting within 15 calendar days of signing the Purchase Agreement– Assumes minimum [75]% economics to Goldman SachsStructuring fee: [37.5] bpsPayable to Goldman Sachs for structuring and marketing the financingNote: Fees related to the committed financing are payable if and only if the acquisition closes. The fees will be payable at the time of Closing and can be paid out of the debt financing raised in the market Fee Structure Considerations for Other Financing Sources: Commitment Letter to allow for raising Term Loan A post-announcement on a best efforts basis to replace a portion of the TLBNo additional fees to be paid for structuring and arrangement of a Term Loan ACommitment Letter to allow for raising equity instruments on a best efforts basis to replace a portion of the TLB[75.0]% discount on Term Loan B commitment fees if raised 0 – 30 days from signing[37.5]% discount on Term Loan B commitment fees if raised 31 – 60 days from signing[0.0]% discount on Term Loan B commitment fees if raised after 60 days from signing Summary of Indicative Terms Senior Secured Credit Facilities (Cont’d)

STRICTLY PRIVATE & CONFIDENTIAL Preliminary Acquisition Financing TimelineKey Milestones GS / Nova to draft Commitment Papers and GS to receive committee approval to provide Nova with a Highly Confident Letter GS to provide signed Commitment Papers and Highly Confident Letter to Nova for Offer to Ignite Ignite Board Meeting GS and Nova to complete transaction due diligence and update / finalize Commitment Papers Signing of Purchase Agreement and Final Commitment Papers followed by M&A Announcement Nova’s relationship banks commit to Revolving Credit Facility and Term Loan B Meet with Ratings Agencies Launch Term Loan B with a Bank Meeting in NYC Price Term Loan B Close M&A Transaction / Close and Fund Term Loan B Week of 10/29 11/9 11/9toT = 0 T = 0 T+ 15BD T+ 1M T+ 1.5M T+ 2M T+ ~5M 11/8 Debt Financing Terms and Process 17

STRICTLY PRIVATE & CONFIDENTIAL Preliminary Detailed Execution Timeline N: Nova GS: Goldman Sachs BB: Baker Botts CGR: Cahill Gordon & Reindel Debt Financing Terms and Process 18 Period Event / Workstream Responsibility Week of Draft Commitment Papers GS, N, BB, CGR 10/29 GS to receive committee approval to provide Nova with a Highly Confident Letter GS Week of Initial Commitment Papers agreed ahead of Nov. 8 Offer Date GS, N, BB, CGR 11/5 GS to provide Nova with signed Commitment Papers and a Highly Confident Letter for Offer to Ignite (Nov. 8) GS 11/9 Ignite Board Meeting Ignite through Complete business and legal due diligence for the transaction GS, N, BB, CGR M&A Announcement Begin drafting Bank Syndication Presentation GS, N (T = 0) Begin drafting Rating Agency Presentation ("RAP") and create Lender Model GS, N Finalize Bank Syndication Presentation GS, N T = 0 Signing of Purchase Agreement and Final Commitment Papers, followed by M&A Announcement GS, N, BB, CGR through Relationship Bank Lender Presentation (ideally day of, or day after announcement) GS, N T + 15BD Work with relationship banks to complete their diligence processes GS, N Continue drafting RAP GS, N Begin drafting Lender Presentation ("LP") and Confidential Information Memorandum ("CIM") GS, N Begin drafting Marketing Term Sheet ("MTS") BB, CGR Other Banks commit to Revolving Credit Facility and Term Loan B (T + 15BD) Relationship Banks T + 15BD Finalize RAP and Lender Model GS, N through Continue drafting LP and CIM; begin drafting Private Supplement ("P-Supp") GS, N T + 1M RAP Dry Run (shortly before Rating Agency Meetings) GS, N Meet with Ratings Agencies in NYC (T + 1M) GS, N T + 1M Finalize MTS and send to Rating Agencies GS, N, BB, CGR through Finalize LP, CIM and P-Supp GS, N T + 1.5M Receive Rating Agency Feedback (T + 1.5M) GS, N Launch Term Loan B (T + 1.5M) GS, N Host Bank Meeting in NYC (day after Launch) GS, N T + 1.5M Post MTS to all lenders and Lender Model to private-side lenders; begin drafting Credit Agreement ("CA") GS, N, BB, CGR through Finalize CA and post to lenders (T + 2M) GS, N, BB, CGR T + 2M Price and Allocate Term Loan B (T + 2M) GS, N ~T + 5M Fund the Term Loan B and Close M&A Transaction GS, N, BB, CGR

STRICTLY PRIVATE & CONFIDENTIAL Status Quo x Mult. Txn. Adj. Pro Forma x Mult. Synergized x Mult. Coupon Maturity Cash1 $ 57 $ 95 $ 152 Revolver ($100m Capacity) - - Nova Term Loan 50 (50) - L + 1.250 % Aug-23 Nova Senior Notes 29 (29) - L + 1.250 % Aug-23 Capital Leases 1 (1) - New Revolver - - - 5 years New TLB - 1,500 1,500 7 years Total Debt $ 80 1.0 x $ 1,500 4.5 x 4.1 x Net Debt 23 0.3 x 1,348 4.0 x 3.7 x LTM Adj. EBITDA2 $ 77 $ 258 $ 335 Cost Synergies 30 EBITDA with Synergies $ 365 Preliminary Sources, Uses and Pro FormaCapitalization Cash balance as of Nova 30-Jun-2018Projected pro forma EBITDA as of 30-Jun-2019Note: Transaction fees subject to change and no breakage fees on Nova’s outstanding notes. Assumes 30% equity purchase price premium as of 26-Oct-2018.Sources: Company Filings, Bloomberg, Investor Presentations, Company Management Sources Uses Equity Purchase Price (30% Premium) Paydown Existing DebtFees and Expenses Cash to Balance Sheet $ 2,120348100152 Rolled Equity in IgniteNova Cash on Balance Sheet Ignite Cash on Balance Sheet New RevolverNew First Lien Term Loan Equity Partner Contribution $ 88457278- 1,500- Total Source $ 2,719 Total Uses $ 2,719 20 Debt Paydown Sensitivities

STRICTLY PRIVATE & CONFIDENTIAL Pro Forma Leverage SensitivityPro Forma Leverage & Estimated Paydown at Various Ignite Share Prices Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Pro Forma Gross Leverage Ignite Premium Ignite Premium PF 30-Jun-2019 2019E 2020E 2021E 2022E 20.0 % 4.2 x 3.9 x 3.5 x 2.8 x 2.2 x 22.5 % 4.3 x 4.0 x 3.5 x 2.9 x 2.3 x 25.0 % 4.3 x 4.1 x 3.6 x 2.9 x 2.3 x 27.5 % 4.4 x 4.1 x 3.7 x 3.0 x 2.4 x 30.0 % 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x Pro Forma Net Leverage PF 30-Jun-2019 2019E 2020E 2021E 2022E 20.0 % 3.7 x 3.5 x 3.0 x 2.4 x 1.8 x 22.5 % 3.8 x 3.6 x 3.1 x 2.5 x 1.9 x 25.0 % 3.9 x 3.6 x 3.2 x 2.5 x 2.0 x 27.5 % 4.0 x 3.7 x 3.2 x 2.6 x 2.0 x 30.0 % 4.0 x 3.8 x 3.3 x 2.7 x 2.1 x 21 Debt Paydown Sensitivities

STRICTLY PRIVATE & CONFIDENTIAL Overview of Financial CasesNova + Ignite Achievable Conservative Case: Financing model that excludes all growth initiatives, but includes readily identifiable cost synergies (e.g., elimination of Ignite public company costs and redundancies); to be used with debt market Downside Conservative Case: Haircut to revenue growth at both Ignite and Nova, in line with what is possible from a contracted revenue perspective Key AssumptionsRevenue Growth: In the Achievable Conservative Case revenue grows 2% - 4% annually whereas in the Downside Conservative Case revenue declines (2)% starting in 2020+EBITDA: Margins decrease at both Nova and Ignite by 0.5% per year in downside case starting in 2020; both cases include casino income of ~$30mm per yearCost Synergies: $30mm run-rate synergies; 2019 and 2020 synergies equal $5mm and $20mm, respectivelyCapEx: CapEx is the same in both cases averaging $119mm annually with cumulative CapEx of $596mm deployed between 2019 – 2022; assumes no disposition of assets throughout projected period (e.g. real estate)Min Cash: $100mm in both casesDividend: Maintain current levels per year in both casesInterest Rate: L+250 shown illustrativelyTax Rate: 24.0% 1 2 22 Debt Paydown Sensitivities

STRICTLY PRIVATE & CONFIDENTIAL Nova + Ignite Financials Overview($ in millions) Revenue Capital Expenditure Adj. EBITDA Adj. EBITDA – Capital Expenditure Note: Adj. EBITDA includes Casino income (~$30mm per year). All financials calendarized to 31-Dec. Assumes $30mm run-rate synergies with $25mm and $10mm cost to achievesynergies in 2019 and 2020, respectively. $157 $157 $121 $121 $115 $115 $117 $117 $120 $120 2018 2019 2020 2021 2022 1 2 Achievable Conservative Case Downside Conservative Case $1,625 $1,692 $1,462 $1,462 $1,521$1,521 $1,562 $1,471 $1,423 $1,376 2018 2019 2020 2021 2022 $346 $390 $415 $324 $324 $346 $358 $346 $342 $328 2018 2019 2020 2021 2022 2.4% 2.4% 4.1% 4.1% 2.6% (3.3)% 4.1% (3.2)% 4.1% (3.4)% % Margin % Growth 22.2% 22.2% 22.7% 22.7% 22.9% 23.5% 24.0% 24.0% 24.5% 23.8% $273 23 Debt Paydown Sensitivities $295 $167 $167 $225 $225 $243 $231 $224 $208 2018 2019 2020 2021 2022

STRICTLY PRIVATE & CONFIDENTIAL Balance Sheet CapacityLeverage Over Time || Assumes Illustrative 30% Premium ($ in billions unless otherwise noted) Achievable Conservative Case Downside Conservative Case Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. All financials calendarized to 31-Dec. 1 2 Gross D ebt / E GrossDebt $ 1.5 $ 1.5 $ 1.3 $ 1.2 $ 1.0 (-) Cash $(0.2) $(0.2) $(0.2) $(0.2) $(0.2) Net Debt $ 1.3 $ 1.3 $ 1.2 $ 1.0 $ 0.9 EBITDA($mm) $ 324 $ 346 $ 358 $ 390 $ 415 Ne t Debt EBITDA GrossDebt $ 1.5 $ 1.5 $ 1.3 $ 1.2 $ 1.2 (-) Cash $(0.2) $(0.2) $(0.2) $(0.2) $(0.2) NetDebt $ 1.3 $ 1.3 $ 1.2 $ 1.1 $ 1.0 EBITDA($mm) $ 324 $ 346 $ 346 $ 342 $ 328 With $30mm run- rate synergies 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 4.0 x 3.8 x 3.3 x 2.7 x 2.1 x 4.5 x Assumes $30mm run-rate synergies with $25mm and $10mm cost to achieve synergies in 2019 and 2020, respectively.Debt Paydown Sensitivities 24 4.2 x 3.9 x 3.6 x 3.5 x 4.0 x 3.8 x 3.5 x 3.2 x 3.1 x PF(30-Jun-2019) 2019E 2020E 2021E 2022E PF 2019E 2020E 2021E 2022E (30-Jun-2019) 4.1x 3.7x 4.1x 3.7x BITDA /

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case ($ in millions) Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm Summary Financial Profile 1 cost to achieve synergies in 2019 and 2020, respectively. All financials calendarized to 31-Dec. 25 Debt Paydown Sensitivities PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 5.8 % % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 7.7 % % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (41) (79) (71) (62) (52) (41) (30) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (29) (38) (44) (48) (52) (57) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 115 $ 145 $ 169 $ 184 $ 201 $ 220 % Conversion 27.8 % 32.2 % 37.2 % 40.9 % 43.3 % 45.5 % 47.8 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,336 1,192 1,023 839 639 420 Total Debt $ 1,500 $ 1,451 $ 1,336 $ 1,192 $ 1,023 $ 839 $ 639 $ 420 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,186 $ 1,042 $ 873 $ 689 $ 489 $ 270 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 2.0 x 1.4 x 0.9 x Net Debt / EBITDA 4.0 3.8 3.3 2.7 2.1 1.6 1.1 0.6 S&P Adj. Debt / EBITDA 4.3 4.0 3.5 2.9 2.3 1.8 1.3 0.7 Moody's Adj. Debt / EBITDA 4.2 4.0 3.6 2.9 2.4 2.0 1.5 1.0 EBITDA / Interest 4.2 x 4.5 x 5.5 x 6.7 x 8.2 x 10.7 x 15.5 x (EBITDA - Capex) / Interest 4.2 4.5 5.5 6.7 8.2 10.7 15.5 FCF / Total Debt 3.3 % 8.6 % 12.2 % 16.6 % 22.0 % 31.5 % 52.3 % Cumulative FCF / Initial Total Debt 3.2 % 10.9 % 20.6 % 31.9 % 44.2 % 57.6 % 72.2 %

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case | Interest Expense Increases 200bp by 2023E ($ in millions) Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm cost to achieve synergies in 2019 and 2020, respectively. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. All financials calendarized to 31- Summary Financial Profile 1 A 200bps increase in interest expense reduces cash available for debt pay down by~$10-15mm per year '19E - '25E 5.8 % 7.7 % PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (41) (86) (84) (80) (74) (60) (45) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (28) (34) (40) (42) (48) (54) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 110 $ 135 $ 156 $ 168 $ 187 $ 208 % Conversion 27.8 % 30.7 % 34.6 % 37.5 % 39.4 % 42.3 % 45.2 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,341 1,207 1,053 885 699 492 Total Debt $ 1,500 $ 1,451 $ 1,341 $ 1,207 $ 1,053 $ 885 $ 699 $ 492 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,191 $ 1,057 $ 903 $ 735 $ 549 $ 342 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 2.1 x 1.6 x 1.1 x Net Debt / EBITDA 4.0 3.8 3.3 2.7 2.2 1.7 1.2 0.7 S&P Adj. Debt / EBITDA 4.3 4.0 3.6 2.9 2.4 1.9 1.4 0.9 Moody's Adj. Debt / EBITDA 4.2 4.0 3.6 3.0 2.5 2.1 1.6 1.1 EBITDA / Interest 4.2 x 4.1 x 4.6 x 5.2 x 5.8 x 7.3 x 10.1 x (EBITDA - Capex) / Interest 4.2 4.1 4.6 5.2 5.8 7.3 10.1 FCF / Total Debt 3.3 % 8.2 % 11.2 % 14.8 % 19.0 % 26.7 % 42.2 % Cumulative FCF / Initial Total Debt 3.2 % 10.5 % 19.5 % 29.9 % 41.1 % 53.6 % 67.4 % Dec.Debt Paydown Sensitivities 26

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case ($ in millions) Summary Financial Profile 2 cost to achieve synergies in 2019 and 2020, respectively. All financials calendarized to 31-Dec. 27 Debt Paydown Sensitivities Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (3.1)% % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 (4.4)% % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (41) (80) (73) (67) (63) (59) (54) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (29) (30) (30) (28) (28) (28) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 104 $ 102 $ 92 $ 80 $ 79 $ 78 % Conversion 27.8 % 30.0 % 29.8 % 28.0 % 25.7 % 26.1 % 26.6 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,347 1,246 1,155 1,075 997 919 Total Debt $ 1,500 $ 1,451 $ 1,347 $ 1,246 $ 1,155 $ 1,075 $ 997 $ 919 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,197 $ 1,096 $ 1,005 $ 925 $ 847 $ 769 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.9 x 3.6 x 3.5 x 3.4 x 3.3 x 3.1 x Net Debt / EBITDA 4.0 3.8 3.5 3.2 3.1 3.0 2.8 2.6 S&P Adj. Debt / EBITDA 4.3 4.0 3.7 3.4 3.3 3.2 3.0 2.9 Moody's Adj. Debt / EBITDA 4.2 4.0 3.7 3.5 3.3 3.3 3.1 3.0 EBITDA / Interest 4.2 x 4.4 x 4.7 x 4.9 x 5.0 x 5.2 x 5.4 x (EBITDA - Capex) / Interest 4.2 4.4 4.7 4.9 5.0 5.2 5.4 FCF / Total Debt 3.3 % 7.7 % 8.2 % 8.0 % 7.5 % 8.0 % 8.5 % Cumulative FCF / Initial Total Debt 3.2 % 10.1 % 16.9 % 23.1 % 28.4 % 33.7 % 38.9 %

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case | Interest Expense Increases 200bp by 2023E ($ in millions) Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm cost to achieve synergies in 2019 and 2020, respectively. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. All financials calendarized to 31- Summary Financial Profile 2 A 200bps increase in interest expense reduces cash available for debt pay down by~$20mm per year '19E - '25E (3.1)% (4.4)% PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (41) (87) (87) (87) (88) (84) (80) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (27) (27) (25) (22) (22) (22) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 98 $ 91 $ 77 $ 61 $ 60 $ 59 % Conversion 27.8 % 28.5 % 26.8 % 23.5 % 19.5 % 19.7 % 20.1 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,353 1,262 1,186 1,125 1,066 1,008 Total Debt $ 1,500 $ 1,451 $ 1,353 $ 1,262 $ 1,186 $ 1,125 $ 1,066 $ 1,008 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,203 $ 1,112 $ 1,036 $ 975 $ 916 $ 858 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x 3.6 x 3.5 x 3.4 x Net Debt / EBITDA 4.0 3.8 3.5 3.3 3.2 3.1 3.0 2.9 S&P Adj. Debt / EBITDA 4.3 4.0 3.7 3.5 3.4 3.4 3.3 3.2 Moody's Adj. Debt / EBITDA 4.2 4.0 3.7 3.5 3.4 3.4 3.3 3.2 EBITDA / Interest 4.2 x 4.0 x 3.9 x 3.8 x 3.6 x 3.6 x 3.7 x (EBITDA - Capex) / Interest 4.2 4.0 3.9 3.8 3.6 3.6 3.7 FCF / Total Debt 3.3 % 7.3 % 7.2 % 6.5 % 5.4 % 5.6 % 5.9 % Cumulative FCF / Initial Total Debt 3.2 % 9.8 % 15.9 % 21.0 % 25.1 % 29.1 % 33.0 % Dec.Debt Paydown Sensitivities 28

STRICTLY PRIVATE & CONFIDENTIAL 80% 90% 100% 110% 120% 130% 140% Apr-2017 Dec-2017 Sep-2018 Indexed Price 6.7% 2.1 % (18.5)% 60% 80% 100% 120% 140% 160% Oct-2017 Dec-2017 Feb-2018 Apr-2018 Jun-2018 Aug-2018 Oct-2018 Indexed Price 28.7% (5.1)% (20.8)% 80% 90% 100% 110% 120% 130% 140% Apr-2018 May-2018 Jun-2018 Jul-2018 Aug-2018 Sep-2018 Oct-2018 Indexed Price 10.1% (12.0)%(12.0)% 80% 90% 100% 110% 120% Jul-2018 Aug-2018 Aug-2018 Sep-2018 Sep-2018 Oct-2018 Oct-2018 Indexed Price (4.4)% (11.2)% (15.7)% Relative Stock Price PerformanceIgnite vs. Spark and Live Entertainment Peers Last 3 Months Last 12 Months Last 6 Months Last 3 Years Source: Bloomberg as of 26-Oct-2018 Ignite Spark 70%Oct-2015 Jul-2016Live Entertainment¹ ¹ Live Entertainment Peers includes Cedar Fair, Six Flags and Sea World.Ignite Valuation Perspectives 30

STRICTLY PRIVATE & CONFIDENTIAL 4x 6x 8x 10x 12x 14x 16x Oct-2015 Jul-2016 Apr-2017 Jan-2018 Oct-2018 NTM-Time Weighted EBITDA Multiple 9.8 x 6.9 x 6.1 x Average 1M 3M 6M 1Y 2Y Ignite SparkLive Entertainment¹ 7.4 x 6.5 10.4 8.0 x 6.6 10.5 8.1 x 6.8 10.4 8.2 x 7.0 10.3 7.9 x 7.4 10.2 Historical Valuation MultiplesIgnite vs. Spark and Live Entertainment Peers EV / NTM EBITDA Source: CapIQ and IBES as of 26-Oct-2018 Ignite Spark Live Entertainment¹ ¹ Live Entertainment Peers includes Cedar Fair, Six Flags and Sea World.Ignite Valuation Perspectives 31

STRICTLY PRIVATE & CONFIDENTIAL Research Analyst Views on Ignite($ in millions) Revenue Estimates Over Time (FY Estimates) Research Perspectives $670 $690 $710 $730 $750 $770 2016 2017 2018 2019 2020 $ 661 2016A $ 671 2017A 2018E $ 677 2019E $ 700 2020E $ 727 “Attendance trends still negative. 2Q18 admissions revenue fell 10.4%. With ticket prices up ~1%, volumes were down ~9%. On the call, Ignite said the fall was due to construction at Phoenix and weather disruptions but also the retirement of star drivers, as young drivers still need to build their brands.TV saves the quarter again. Nova broadcast fees rose ~4%, and were 55% of 2Q18 revenue. This more than offset the fall in attendance. That said, aside from two races that were up, linear TV ratings are down double digit for Cup Races so far in 2018.We continue to believe Nova racetrack operators should invest more of their TV revenues outside Nova before the current deal ends in 2024.”- Macquarie Research, 05-Jul-2018 “We continue to view Ignite shares as fairly valued and prefer to stay on the sidelines at current valuation levels. Ignite remains pressured by industry challenges: (1) maturity of Nova, (2) attendance/admission declines, (3) TV rating challenges, and (4) sustainable disposable income growth among Nova fans. We continue to see these and an ongoing need for elevated capital reinvestment to rejuvenate aging infrastructure, restraining ROIC to a mid / high-single-digit range through 2024 under multiple scenarios.”- Wells Fargo, 06-Jul-2018 $650 Price Target SummaryOct-2015 Oct-2016 Oct-2017 Wells Fargo Hold $ 43 Anonymous Hold $ 38 AnonymousSource: Wall Street research, Bloomberg as of 26-Oct-2018 Hold $ 44 32 Ignite Valuation Perspectives

STRICTLY PRIVATE & CONFIDENTIAL 33 Ignite Valuation Perspectives Summary Historical and Projected Financials$ in millions Source: Management projections. Note: Estimates calendarized to Dec-31. Historical Projected '15A - '18E '18E - '23E 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2023E CAGR CAGR Revenue $ 647 $ 662 $ 673 $ 695 $ 717 $ 735 $ 750 $ 765 $ 780 1.3 % 2.3 % % Growth 2.2 % 1.7 % 3.2 % 3.1 % 2.6 % 2.0 % 2.0 % 2.0 % Adj. EBITDA $ 230 $ 240 $ 248 $ 251 $ 260 $ 266 $ 272 $ 278 $ 282 2.5 % 2.4 % % Margin 35.5 % 36.3 % 36.8 % 36.1 % 36.2 % 36.1 % 36.2 % 36.3 % 36.2 % % Growth 4.5 % 3.1 % 1.3 % 3.5 % 2.4 % 2.2 % 2.2 % 1.8 % CapEx $ 155 $ 141 $ 145 $ 142 $ 105 $ 98 $ 100 $ 102 $ 104 (2.2)% (6.0)% % of Revenue 23.9 % 21.3 % 21.6 % 20.4 % 14.6 % 13.3 % 13.3 % 13.3 % 13.3 % % Growth (8.9)% 2.8 % (2.4)% (26.2)% (6.4)% 2.0 % 2.0 % 2.0 % EBITDA - CapEx $ 75 $ 99 $ 102 $ 109 $ 155 $ 168 $ 172 $ 176 $ 179 11.1 % 10.4 % % Margin 11.5 % 15.0 % 15.2 % 15.7 % 21.6 % 22.8 % 22.9 % 23.0 % 22.9 % % Growth 32.5 % 3.5 % 6.4 % 42.1 % 8.3 % 2.3 % 2.3 % 1.6 %

STRICTLY PRIVATE & CONFIDENTIAL 36.1 % 25.6 % 39.0 % 34.7 % 27.5 % Ignite Spark SIX FUN SEAS Median: 34.7% 15.7 % 19.2 % 30.1 % 14.6 % Ignite Spark SIX FUN SEAS Median: 20.9%20.9 % 2.8 % 3.0 % 8.2 % 7.6 % 3.9 % Ignite Spark SEAS SIX FUN Median: 7.6% 2.9 % 2.2 % 3.9 % 2.8 % Ignite Spark SIX FUN SEAS Financial Benchmarking 2018E – 2020E Revenue GrowthMedian: 3.9%5.6 % 2018E – 2020E EBITDA Growth 38.4 % (0.1)% 8.7 %2018E EBITDA Margi 7.9 %n 18.5 % 2018E EBITDA – CapEx Margin ‘18E – ‘20E EBITDA– CapEx CAGR ‘18E CapEx as % of Revenue 20.4 % 6.4 %Ignite 9.0 %Spark Li 13.7 %ve Entertainment 12.9 % Source: Wall Street estimates and management projections. Market data as of 26-Oct-2018.Note: Estimates calendarized to Dec-31.Ignite Valuation Perspectives 34

STRICTLY PRIVATE & CONFIDENTIAL 10.4x 8.6x 16.4x 15.6x 15.2x Ignite Spark SIX SEAS FUN Median: 15.6x 6.2x 6.1x 12.8x 9.4x Ignite Spark SIX SEAS FUN Median: 9.7x9.7x 14.8x 8.4x 19.8x 16.3x Ignite Spark SEAS SIX FUN Median: 17.7x17.7x 6.4x 6.3x 13.6x 9.8x Ignite Spark SIX SEAS FUN Median: 10.5x 10.5x Valuation Benchmarking 2018E EV / EBITDA 2018 EV / (EBITDA – CapEx) Ignite Spark Live Entertainment 2019E EV / EBITDA 2019E EV / (EBITDA – CapEx) Source: Wall Street estimates and management projections. Market data as of 26-Oct-2018.Note: Estimates calendarized to Dec-31.Ignite Valuation Perspectives 35

STRICTLY PRIVATE & CONFIDENTIAL Ignite Public Equity Market Perspectives on Ignite ($ in millions, except per share data) Company Headquarters Daytona Beach, FL Employees 820 Market Data Share Price $ 36.96 % of 52 Week High $ 47.15 78.4 % % of 52 Week Low 35.18 105.1 % of VWAP Since Earnings (10/08/18) 36.19 102.1 % of 1 Month VWAP 37.67 98.1 % of 3 Month VWAP 40.78 90.6 % of 6 Month VWAP 41.97 88.1 % of 1 Year VWAP 42.06 87.9 % of 3 Year VWAP 37.44 98.7 % of 5 Year VWAP 35.79 103.3 Basic Shares Outstanding 44.11 FDSO 44.12 Fully Diluted Equity Market Value $ 1,631 Enterprise Value $ 1,613 Balance Sheet Data Cash and Cash Equivalents $ 278 Total Debt 261 Gross Leverage 1.2 x Net LTM Leverage (0.1) Revenue Multiple Growth CY2018E $ 695 2.3 x 3.2 % CY2019E 717 2.3 3.1 % EBITDA Multiple Margin CY2018E $ 251 6.4 x 36.1 % CY2019E 260 6.2 36.2 % CapEx % of Revenue CY2018E $ 142 20.4 % CY2019E 105 14.6 % EBITDA - CapEx Multiple Margin CY2018E $ 109 14.8 x 15.7 % CY2019E 155 10.4 21.6 % Source: Management estimates. Market data as of 26-Oct-2018. Note: Estimates calendarized to Dec-31. VWAP based on closing price and total volume per day over the specified time period.Ignite Valuation Perspectives 36

STRICTLY PRIVATE & CONFIDENTIAL $36.96 $20 $30 $40 $50 Oct-2013 Aug-2014 Jun-2015 Apr-2016 Feb-2017 Dec-2017 Oct-2018 Closing Price (USD) Ignite 52-Week High 52-Week Low 52-Week High: $47.15 52-Week High: $47.15 Recent Stock Price PerformanceTimeline of Ignite’s Key Events and Market Reactions Source: Bloomberg as of 26-Oct-2018 Share Price Current $ 36.7652-Wk High $ 47.1552-Wk Low $ 35.18 VWAPs Since Earnings $ 36.19 1-Month $ 37.67 3-Month $ 40.78 6-Month $ 41.97 1-Year $ 42.06 2-Year $ 39.23 3-Year $ 37.44 5-Year $ 35.79 Note: 52-week high and low reflects inter-day trading. VWAP based on closing price and total volume per day over the specified time period. 37 Ignite Valuation Perspectives

STRICTLY PRIVATE & CONFIDENTIAL Ignite Shareholder Base ReviewOverview of Major Shareholders and Estimated Cost Basis AUM Latest Position Average Cost Historical Position (Shares) Investor Name Style ($mm) (Shares) Basis % OS Q3 '18 Q2 '18 Q1 '18 Q4 '17 Q3 '17 Q2 '17 Q1 '17 Paradice Investment Management LLC Core Value 1,788 2,094,395 $ 35.05 8.6 2,094,395 2,094,395 1,986,267 1,948,322 1,940,306 1,897,135 1,814,035 Ariel Investments, LLC Core Value 10,299 1,781,444 27.80 7.3 1,781,444 1,781,444 1,789,512 1,993,379 2,457,565 2,584,144 2,998,778 Macquarie Investment Management Growth 58,703 1,443,984 35.99 5.9 1,443,984 1,443,984 1,445,496 1,445,546 1,452,760 1,371,519 1,009,760 Lindsell Train Limited Core Value 14,516 993,100 35.96 4.1 993,100 853,100 743,400 723,400 723,400 633,400 533,400 Norges Bank Investment Management (NBIM) Core Value 773,886 727,964 37.51 3.0 727,964 727,964 727,964 727,964 397,739 397,739 346,070 Mawer Investment Management Ltd. GARP 27,233 408,838 41.24 1.7 408,838 408,838 199,180 169,030 0 0 0 Northern Trust Global Investments Core Growth 115,436 405,909 33.07 1.7 405,909 405,909 397,042 404,970 404,306 319,300 270,378 ID-Sparinvest A/S Core Value 4,323 310,832 29.01 1.3 310,832 310,846 310,542 305,227 306,774 319,535 317,840 Westwood Management Corp. (Texas) Core Value 12,638 286,878 35.25 1.2 286,878 286,878 275,168 325,730 321,070 260,538 374,655 Pinnacle Associates Ltd. Core Growth 4,861 252,336 34.33 1.0 252,336 252,336 297,541 310,116 342,621 352,611 371,051 Top 10 Active Institutional Holders 8,705,680 34.52 35.6 8,705,680 8,565,694 8,172,112 8,353,684 8,346,541 8,135,921 8,035,967 D. E. Shaw & Co., L.P. Hedge Fund 59,817 245,728 $ 32.70 1.0 245,728 245,728 269,065 288,423 302,494 192,796 204,944 PanAgora Asset Management Inc. GARP 25,926 242,689 38.09 1.0 242,689 242,689 264,906 249,073 168,739 171,497 50,157 Arrowstreet Capital, Limited Partnership Hedge Fund 42,647 230,552 40.60 0.9 230,552 230,552 260,754 144,180 81,255 124,864 64,701 Bridgeway Capital Management, Inc. Aggres. Gr. 10,309 224,216 33.10 0.9 224,216 224,216 224,216 224,216 224,216 152,216 152,216 Alberta Investment Management Corporation Core Value 11,249 206,327 36.89 0.8 206,327 206,327 206,327 206,327 206,327 206,327 151,427 American Century Investment Management, Inc. Core Growth 133,411 193,670 41.36 0.8 193,670 193,670 105,570 79,627 0 0 0 Deutsche Asset Management Americas Core Growth 85,381 191,460 38.65 0.8 191,460 191,460 143,413 138,509 84,034 74,080 26,802 Gabelli Funds, LLC Core Value 34,201 189,000 32.50 0.8 189,000 189,000 189,000 193,800 194,000 189,000 194,000 Numeric Investors LLC Core Value 15,743 155,400 42.66 0.6 155,400 155,400 48,700 0 0 0 0 Thrivent Asset Management, LLC GARP 34,153 149,768 37.90 0.6 149,768 149,768 285,553 318,402 197,145 190,855 0 Eaton Vance Management Mixed Style 46,802 149,701 33.89 0.6 149,701 149,701 149,701 149,701 149,701 149,701 149,701 River Road Asset Management, LLC Deep Value 4,832 149,236 31.19 0.6 149,236 149,236 538,758 686,395 672,475 714,835 895,998 BlackRock Investment Management, LLC Deep Value 116,289 144,582 30.95 0.6 144,582 144,582 150,299 155,897 158,766 162,124 172,487 Millennium Management LLC Hedge Fund 71,843 130,707 41.95 0.5 130,707 130,707 243,685 103,236 13,374 158,968 72,647 Nuveen LLC GARP 317,627 128,263 36.75 0.5 128,263 128,263 115,284 129,338 175,762 181,395 190,299 Top 25 Active Institutional Holders 11,436,979 36.61 46.8 11,436,979 11,296,993 11,367,343 11,420,808 10,974,829 10,804,579 10,361,346 Source: Thomson Reuters; market data as of 25-Oct-2018 38 Ignite Valuation Perspectives

STRICTLY PRIVATE & CONFIDENTIAL Precedent M&A Premia AnalysisPremium to 4-Weeks Prior || $1bn – $5bn || All Sectors U.S. Premia Analysis1 Source: Thomson SDC Data as of 23-Oct-2018. 39 % 36 % 34 % 30 % 33 % 37 % 39 % 28 % 29 % Median: 34 % 2010 2011 2012 2017 2018 2013 2014Median Premium Per Year 2015 2016Median 2010-2018YTD Medium premium of 34% would imply Ignite offer price of$49 per share 1 Note: Includes U.S. all cash deals >$1bn and <$5bn and public target company.Ignite Valuation Perspectives 39

STRICTLY PRIVATE & CONFIDENTIAL Precedent M&A Premia AnalysisPremium to 52-Wk High || $1bn – $5bn || All Sectors Premium to 52-Week High 1-Day Premia by % of 52 Week High (2010–2018YTD) Source: Thomson SDC Data, Bloomberg as of 23-Oct-2018. % of 52-Week High Bucket 59 % 44 % 52 % 36 % 30 % 26 % 26 % 40 % - 50 % - 60 % - 70 % - 80 % - 90 % - All 50 % 60 % 70 % 80 % 90 % 100 % 11 % 7 % 9 % 12 % 3 % 10 % (1)% (0)% Median 5.3%4 % 2010 2011 2012 2013 2014 2015 2016 2017 2018Median Premium per Year Median 52-Week Ignite currently trading at 78% of its 52-Week high, implying an Ignite offer price of $48 per share Median of 5.3% would imply Ignite offer price of $50 per share Note: Includes U.S. all cash deals >$1bn and <$5bn and public target company.Ignite Valuation Perspectives 40

STRICTLY PRIVATE & CONFIDENTIAL 4 13 8 7 3 1 0%-10% 40%-50% 50%+ Precedent M&A Premia AnalysisPrecedent Squeeze-Out Premiums || 2005 – 2018 YTD || Number of Transactions Controlling Shareholder(Significant Shareholder w/ ≥50% Ownership) Minority Shareholder(Significant Shareholder w/ <50% and >15% Ownership) 14 9 7 2 1 1 0%-10% 50%+ 88% of Transactions < 30% Premium 10%-20% 20%-30% 30%-40% 40%-50%Premium to 1-Day Prior 10%-20% 20%-30% 30%-40%Premium to 1-Day Prior 69% of Transactions < 30% Premium A premium of less than 30% would imply an Ignite offer price of less than $48 per share Source: RefinitivIgnite Valuation Perspectives 41

STRICTLY PRIVATE & CONFIDENTIAL Precedent M&A Premia AnalysisPremium Paid vs. Significant Shareholder % Ownership || 2005 – 2018 YTD y = 0.1812x + 0.6357R² = 0.0344 y = 0.0125x + 0.3417 R² = 0.0002 0.0 % 20.0 %10.0 % 30.0 % 50.0 %40.0 % 60.0 % 70.0 % 80.0 % 90.0 % 100.0 % 0.0 % 10.0 % 40.0 % 50.0 % 60.0 % Significant Shareholder % Ownership 20.0 % 30.0 %Initial Premium Over Market PriceControlling Shareholder Minority Shareholder A premium of less than 30% would imply an Ignite offer price of less than $48 per share Vast majority of control shareholder deals < 30% premium Source: RefinitivIgnite Valuation Perspectives 42

STRICTLY PRIVATE & CONFIDENTIAL 16.5x 9.3x 16.8x 22.0x 10.0x 13.0x 13.0x 17.1x 12.5x Median: 13.0x Live Entertainment TransactionsEnterprise Value / Last Twelve Months EBITDA Multiples Source: Company data, press releases, broker reports, Factiva1 Based on press articles.2 Based on broker reports and press release. Date Jun-20171 Jan-20172 Sep-2016 Jul-20161 Apr-20153 Dec-2013 Sep-2013 Aug-2008 Jul-2006 Target Name Acquirer Name & EV $0.1bn $0.4bn $8.0bn c. $4.0bn c. $1.5bn $2.3bn <$1.0bn $3.0bn $0.6bn Implied Multiple Share Price Median 13.0 x $ 74High 22.0 x 125Low 9.3 x 53 3 Based on Moody’s report and press articles. Ignite Valuation Perspectives 43

STRICTLY PRIVATE & CONFIDENTIAL Current Illustrative Share Price $ 36.96 $ 41.00 Potential Offer Range $ 42.00 $ 43.00 $ 44.00 $ 45.00 $ 48.00 % Premium to CurrentDilluted Shares Outstanding 0.0 %44.1 10.9 %44.1 13.6 %44.1 16.3 %44.1 19.0 %44.1 21.8 %44.1 29.9 %44.1 Equity Market Cap $ 1,631 $ 1,809 $ 1,853 $ 1,897 $ 1,941 $ 1,986 $ 2,118 Wall Street Estimates Metric Spark Live Entertainment1 EV / Revenue 2018E $ 695 2.3 x 2.6 x 2.6 x 2.7 x 2.8 x 2.8 x 3.0 x 1.5 x 3.4 x 2019E 717 2.3 2.5 2.6 2.6 2.7 2.7 2.9 1.5 3.3 2020E 735 2.2 2.4 2.5 2.6 2.6 2.7 2.9 1.4 3.2 2018 / '18 - '20 Growth 2.9 % 0.8 0.9 0.9 0.9 1.0 1.0 1.1 0.5 0.5 EV / EBITDA 2018E $ 251 6.4 x 7.1 x 7.3 x 7.5 x 7.7 x 7.8 x 8.4 x 6.3 x 10.5 x 2019E 260 6.2 6.9 7.1 7.2 7.4 7.6 8.1 6.1 9.7 2020E 266 6.1 6.7 6.9 7.1 7.2 7.4 7.9 6.0 9.1 2018 / '18 - '20 Growth 2.9 % 2.2 2.4 2.5 2.6 2.6 2.7 2.9 2.1 1.8 EV / EBITDA - Capex 2018E $ 109 14.8 x 16.4 x 16.8 x 17.2 x 17.6 x 18.0 x 19.3 x 8.4 x 17.7 x 2019E 155 10.4 11.6 11.8 12.1 12.4 12.7 13.6 8.6 15.6 2020E 168 9.6 10.7 10.9 11.2 11.5 11.7 12.5 7.0 14.0 2018 / '18 - '20 Growth 24.0 % 0.6 0.7 0.7 0.7 0.7 0.8 0.8 1.5 1.1 Ignite Valuation Perspectives Analysis at Various Prices($ in millions, except per share data) Relevant Datapoints Median Premium% 52 Week High Premium Premium to 52 Week High Control Shareholder Premium 34 %30 %5.3 %< 30 % (+) Debt(-) Cash 261(278) 261(278) 261(278) 261(278) 261(278) 261(278) 261(278) Precedent Transaction EBITDA Mult. (Median) Precedent Transaction EBITDA Mult. (Low) 13 x9 x Enterprise Value $ 1,613 $ 1,791 $ 1,835 $ 1,880 $ 1,924 $ 1,968 $ 2,100 Implied Premium Current $ 36.96 0.0 % 10.9 % 13.6 % 16.3 % 19.0 % 21.8 % 29.9 % 52 Week High 47.15 (21.6)% (13.0)% (10.9)% (8.8)% (6.7)% (4.6)% 1.8 % 52 Week Low 35.18 5.1 % 16.5 % 19.4 % 22.2 % 25.1 % 27.9 % 36.4 % VWAP 30 Day VWAP 37.67 (1.9)% 8.8 % 11.5 % 14.2 % 16.8 % 19.5 % 27.4 % 3-Month VWAP 40.78 (9.4)% 0.5 % 3.0 % 5.4 % 7.9 % 10.3 % 17.7 % 6-Month VWAP 41.97 (11.9)% (2.3)% 0.1 % 2.5 % 4.8 % 7.2 % 14.4 % 1-Year VWAP 42.06 (12.1)% (2.5)% (0.1)% 2.2 % 4.6 % 7.0 % 14.1 % 3-Year VWAP 37.44 (1.3)% 9.5 % 12.2 % 14.9 % 17.5 % 20.2 % 28.2 % 5-Year VWAP 35.79 3.3 % 14.6 % 17.4 % 20.1 % 22.9 % 25.7 % 34.1 % Source: Company filings and Ignite management estimates, Bloomberg, market data as of 26-Oct-2018. 1 Live Entertainment includes Cedar Fair, Seaworld, and Six Flags 44 Ignite Valuation Perspectives

[Acquiror Name] [Acquiror Address] November [8], 2018Board of Directors [IGNITE INC.] [IGNITE ADDRESS]Dear Members of the Board:[[Family Holdco Inc.] (“[Family Holdco]”)], an entity controlled by members of the [Ferrari] family and certain related entities (the “Family Stockholders”)1, is pleased to submit this non-binding proposal to acquire all of the outstanding shares of Class A common stock and Class B common stock of [Ignite Inc.] (“[Ignite] or “Company”) that are not owned by the Family Stockholders or certain entities and individuals related thereto, for a purchase price of $[●] per share, in cash, for each such share of [Ignite] Class A common stock and [Ignite] Class B common stock (our “Proposal”).We believe that our Proposal reflects an attractive value to [Ignite]’s public shareholders. Specifically:$[●] per share represents a premium of [●]% to the [Ignite] Class A common stock price per share of $[●] as of [November 2, 2018] and a premium of [●]% to the [_]-day volume- weighted average price per share of $[●].The Proposal represents an Enterprise Value to 2017 EBITDA multiple of [●]x[, which compares favorably to recent transactions of a similar nature]2.Moreover, our Proposal provides [Ignite’s] public shareholders with immediate liquidity, substantially reduces downside risk to existing [Ignite] shareholders, and creates certainty of value at a significant premium to the current share price.Given our familiarity with [Ignite], and for the additional reasons set forth below, we believe we represent the best-positioned party to continue to develop motorsports in the future. Members of the Family Stockholders and/or their ancestors founded [Ignite] in 1953 and have been involved with the management and operation of the Company since its inception. The Family Stockholders, together with related entities and individuals, collectively beneficially own approximately [41.6]% of the outstanding shares, and control approximately [74.1]% of the combined voting power, of both classes of [Ignite] common stock.As the industry has grown, it has experienced increased fragmentation of promotional rights and intellectual property ownership creating an increasingly challenging business environment which we expect to continue for the foreseeable future absent any changes. We believe the industry requires significant structural change in order to best position the sport on a going forward basis. This will require significant time, effort, and investment. We believe that this transformation will1 Note to Draft: Structure and holders of Family interest to be further discussed.2 Note to Draft: Language to be confirmed by Goldman, or similar language regarding a reference point to be discussed.

be best undertaken as a private company, out of the glare of the public markets which generally focus more on short-term performance and results. Moreover, we believe that the consolidation of the ownership of [Ignite] and [Nova], as private companies guided by the Family Stockholders, is in the best interests of all constituents of the sport and will position motorsports for long-term success and viability.Our Proposal is subject to the approval of the Company’s Board of Directors and the negotiation and execution of mutually acceptable definitive transaction documentation. It is our expectation that [Ignite’s] Board of Directors will appoint a special committee of independent directors to consider our Proposal and make a recommendation to the Company’s Board of Directors. We will not move forward with the Proposal unless it is approved by such a special committee, as advised by independent legal and financial advisors, as well as by a majority of the independent members of the Company’s Board of Directors. In addition, our Proposal will be subject to a non-waivable condition requiring the approval of a majority of the shares of Class A common stock and Class B common stock not owned by the Family Stockholders [or certain related entities and individuals], voting together as a single class. Definitive transaction documents related to our Proposal would not be subject to any financing conditions, and Goldman Sachs & Co. LLC has committed (subject to certain conditions precedent) to arrange 100% of the financing required with respect to our Proposal. Finally, given the Family Stockholders’ existing controlling stake in and history with the Company, we will need to perform only limited additional due diligence prior to executing definitive documentation. A list of our key diligence areas is set forth in Appendix A to this letter.In considering this Proposal, you should be aware that, in the Family Stockholders’ capacity as shareholders of the Company, the Family Stockholders are interested only in a transaction that achieves the results outlined above in respect of the shares of [Ignite] common stock not already owned by them and, as such, have no interest in selling any shares of [Ignite] common stock owned by them. The Family Stockholders would not expect, in their capacity as shareholders of [Ignite], to vote in favor of any alternative sale, merger or other extraordinary corporate transaction involving the Company. Rather, we want to re-invest in the sport and the industry and believe we are best positioned to do so. We note that neither the failure of a special committee to recommend a transaction nor the failure of [Ignite’s] public shareholders’ to approve a transaction would adversely affect the Family Stockholders’ on-going relationship with the Company. The Family Stockholders intend to remain as long-term shareholders under such circumstances.Please be aware that this Proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner at any time. No legal obligation with respect to the Proposal or any other transaction shall arise unless and until execution of mutually acceptable definitive transaction documentation between us and the Company.In connection with this proposal, we have engaged Goldman Sachs & Co. LLC as our financial advisor and Baker Botts L.L.P. as our legal advisor, and we expect the special committee to retain its own independent legal and financial advisors to assist in its review of our Proposal.We and our advisors look forward to working with the special committee and its advisors to expeditiously negotiate and consummate a mutually acceptable transaction. We are availableat your convenience to discuss any aspects of our Proposal and this important transaction.Sincerely,

[TO COME] cc: [TO COME]

APPENDIX AThe key areas of that due diligence exercise include the following: [TO COME]

SUBJECT TO DILIGENCE AND COMMITTEE APPROVAL1Goldman Sachs & Co. LLC 200 West StreetNew York, New York 10282PERSONAL AND CONFIDENTIAL[Date] [Nova], Inc.One Daytona BoulevardDaytona Beach, Florida, 32114 Attn: Jim FranceLadies and Gentlemen:You have advised Goldman Sachs & Co. LLC (“GS&Co.” and together with its affiliates, “Goldman Sachs”) that [Nova], Inc. (the “Company”) is submitting a proposal to acquire (the “Acquisition”) all of the outstanding shares of common stock of [Ignite] (the “Acquired Business”) not owned by the France Family. You have advised us that the Acquisition will be financed with indebtedness of approximately $[1.5] billion to be incurred by the Company under a senior credit facility (the “Credit Facility”). You have consulted with Goldman Sachs concerning the structuring and syndication of the Credit Facility.In connection with this letter, we have relied without independent verification upon the accuracy and completeness of all of the financial, accounting, tax and other information reviewed by us for purposes of this letter. Based on the information that you have provided to us to date and publicly available information, our analysis of the current market for loans engaged in the industry and assuming satisfactory market conditions for new issuances of bank loans in the loan syndication markets, and subject to the immediately succeeding two paragraphs and such other matters as we consider relevant, we are pleased to inform you that, as of the date hereof, we are highly confident that as sole lead arranger, sole bookrunner and sole syndication agent, the structuring and syndication of the Credit Facility can be accomplished by Goldman Sachs as part of the financing for the Acquisition as described above. We are also pleased to inform you that we have received the appropriate internal approvals to issue this letter to you.Our ability to consummate the structuring and syndication of the Credit Facility is subject to satisfaction of conditions customary for financings of the type contemplated hereby or otherwise deemed appropriate by Goldman Sachs for this transaction, including, without limitation, (i) the satisfactory completion of our due diligence investigation with respect to the Company and the Acquired Business and such due diligence investigation not disclosing any facts that would alter our current view with respect to any aspect of the Company or the Acquired Business and (ii) our having been provided reasonably acceptable offering documents and reasonable time to market the Credit Facility with the assistance of management of the Company and the Acquired Business.1 Header will be removed from the final version of the document.

[Nova], Inc.[Date], 2018Page 2Obtaining financing for the Acquisition is inherently subject to uncertainties and contingencies beyond our control; accordingly, this letter is not a commitment by GS&Co. or any of its affiliates to place, purchase or provide any loans under the Credit Facility, and there can be no assurance that the structuring and syndication of the Credit Facility will in fact be accomplished. Any such commitment or participation by Goldman Sachs in any such transaction would be subject to (i) receipt of internal Goldman Sachs committee approvals, which will take into account, among other things, our regulatory risk rating in light of various factors including without limitation the structure and terms of any leveraged loan and the plan and model for the Company, (ii) the terms and conditions of the Credit Facility and all related documentation with respect to the Credit Facility and the structuring and syndication thereof being executed and delivered and satisfactory in form and substance to Goldman Sachs, (iii) the terms and conditions of the Acquisition (including purchase prices and the receipt of necessary governmental, regulatory or other third party consents and approvals)and all related documentation being in form and substance satisfactory to Goldman Sachs and (iv) satisfaction of other conditions customary for financings of the type contemplated hereby or otherwise deemed appropriate by Goldman Sachs for this transaction. The structure, covenants and terms of the Credit Facility will be determined by Goldman Sachs in consultation with the Company, based on market conditions at the time of the syndication and on the structure and documentation of the Acquisition.This letter and any written or oral communications provided by us are exclusively for your information and assistance in evaluating the financing of the Acquisition and may not be used, circulated, quoted or otherwise referred to with any other person or for any other purpose; nor is this letter or any such communications or information contained therein to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in each case in accordance with the prior written consent of GS&Co. Notwithstanding the foregoing, this letter may be shown to the Acquired Business provided that the Acquired Business agrees to treat this letter as confidential.The parties hereto agree that any suit or proceeding arising in respect of this letter or the matters discussed herein will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the Company hereby submits to the exclusive jurisdiction of, and to venue in, such court.In addition, please note that Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to that treatment and structure, without Goldman Sachs imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

[Nova], Inc.[Date], 2018Page 3 Very truly yours,GOLDMAN SACHS & CO. LLCBy: Name:Title:

STRICTLY PRIVATE & CONFIDENTIAL Potential Equity Partner Status Update Partner Key Contact Meeting Date Rationale Greg Maffei 19-Nov Owns interests in a broad range of media, communications and entertainment businessesSubsidiaries include Formula 1, Sirius XM, and theBraves Group which trade as separate tracking stocks John W. Henry John Henry 13-Nov or 20-Nov Expertise in sports and live event rightsPrincipal owner of The Boston Globe, Boston Red Sox, Liverpool Football Club and co-owner of Roush Fenway Racing Confidential Family Investor – 17-Nov or 20-Nov Egon Durben (SilverLake) 12-Nov Diversified live sports experience (e.g. UFC, European Basketball JV, eSports)Expertise in licensing and commercializing assetsDemonstrated strong interest in Formula 1 Eric Shanks TBD Multiple sports networks including Spanish focused Fox DeportesNational broadcast and cable distributionSophistication with media rights John Stankey TBD Provides broadband television services and satellite subscription services through U-verse and DirecTVAcquisition of Time Warner providing original mediacontent through Turner Broadcasting, HBO, etc. Source: Public information sources and company websites 54 Potential Equity Partner Overview

STRICTLY PRIVATE & CONFIDENTIAL Source: Company Management, Bloomberg, Company filings.Note: All figures based on illustrative 30% premium to current Ignite share price and pro forma Nova + Ignite EBITDA of $335mm.Potential Equity Partner Overview 55 Summary Nova / Ignite Sources of Financing A take-private of Ignite would be financeable entirely with debt should the Family desire to do so i.e. require no third party / partner equityTransaction would require $2.7 billion in total funding (assuming 30% takeover premium)Rollover of Family stake in Ignite would provide $0.9 billion of fundingCash on hand would provide $0.3 billion of fundingResulting total debt at combined Nova / Ignite of $1.5 billion or ~4.5x pro forma gross leverage as of 30-Jun-2019The Family could also opt for more conservative leverage (e.g. 2.5 - 3.5x leverage) and fund part of the transaction in partnership with a third-party equity providerThis would imply total debt of $0.8bn – $1.2bn (assuming 30% takeover premium)Third-party equity financing required would be between $300m – $600mm at this leverage level2.5x pro forma leverage would result in$835 million total debt$661 million third party equity financing3.5x pro forma leverage would result in$1,170 million total debt$326 million third party equity financing

STRICTLY PRIVATE & CONFIDENTIAL Nova / Ignite Sources of FinancingAnalysis at Various Premiums and Leverage Ratios ($ in billions) Equity Required Ignite Premium Leverage / Total Debt 20.0 % 22.5 % 25.0 % 27.5 % 30.0 % 2.0 x / $ 0.7 bn $ 0.7 $ 0.8 $ 0.8 $ 0.8 $ 0.8 2.5 x / $ 0.8 bn $ 0.6 $ 0.6 $ 0.6 $ 0.6 $ 0.7 3.0 x / $ 1.0 bn $ 0.4 $ 0.4 $ 0.4 $ 0.5 $ 0.5 3.5 x / $ 1.2 bn $ 0.2 $ 0.3 $ 0.3 $ 0.3 $ 0.3 4.0 x / $ 1.3 bn $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ 0.2 4.5 x / $ 1.5 bn $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 Source: Company Management, Bloomberg, Company filings.Note: All figures based on illustrative 30% premium to current Ignite share price and pro forma Nova + Ignite EBITDA of $335mm.Potential Equity Partner Overview 56

51 STRICTLY PRIVATE & CONFIDENTIAL Project Overdrive TimelineChecklist to November 9th Board Meeting Timeline and Next Steps Workstream Responsibility October Mon Oct-29 Status meeting in Daytona GS, Nova Tues Oct-30 Wed Oct-31 Check-in CallEquity Presentation Drafting Session GS, NovaGS, Nova November Thurs Nov-1 Fri Nov-2 Check-in CallEquity Presentation Drafting Session GS, NovaGS, Nova Mon Nov-5 Status meeting in Daytona Tues Nov-6 Check-in Call GS, Nova Wed Nov-7 Equity Presentation Drafting Session GS, Nova Thurs Nov-8 Initial Commitment Papers agreed and GS to provide signed Highly Confident Letter to NovaNova delivers bid to Ignite GS, NovaNova Fri Nov-9 Project Overdrive Board Meeting Nova October 2018 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 November 2018 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Nova meeting with Silver Lake in Menlo Park (12-Nov) and Liberty Media in Denver (19-Nov)

STRICTLY PRIVATE & CONFIDENTIAL Appendix A: Additional Materials

STRICTLY PRIVATE & CONFIDENTIAL Recent First Time Term Loan B IssuersMid / Low BB Credit Ratings Formula One’s TLB is currently trading below par at around 99 Priced Issuer Tranche Moody's S&P Size Maturity Spread UOP Industry 60 Additional Materials 9/27/2018 Lotus Midstream TLB Ba3 BB- $ 350 2025 3.25% M&A NR 9/21/2018 Garrett Motion TLB Ba3 BB- 425 2025 2.50% Spin-off IND 8/8/2018 Lumentum Holdings TLB Ba3 BB- 500 2025 2.50% M&A TMT 6/19/2018 Celestica TLB Ba2 BB 350 2025 2.00% Refinancing IND 6/1/2018 Plantronics TLB Ba2 BB 1,275 2025 2.50% M&A TMT 5/3/2018 Speedcast TLB Ba3 BB- 425 2025 2.50% Refinancing TMT 4/30/2018 Perspecta TLB Ba3 BB 500 2025 2.25% M&A TMT 4/23/2018 Apergy TLB Ba3 BB- 415 2025 2.50% Refinancing IND 4/9/2018 Adtalem Global Education TLB Ba3 BB 300 2025 3.00% Refinancing, GCP TMT 3/22/2018 Hudson River Trading TLB Ba2 BB- 300 2025 4.25% M&A, Refi, GCP TMT Average $ 484 2.73 % Max 1,275 4.25 % Min 300 2.00 % Formula One Term Loan B B2 B+ $ 2,902 2024 2.50 % TMT Source: LCD, Bloomberg.

STRICTLY PRIVATE & CONFIDENTIAL 61 Additional Materials Ignite Shareholder Base ReviewIllustrative Premium at Various Share Prices Source: Refinitiv; market data as of 25-Oct-2018. Investor Name Average CostBasis Implied Premium At Various Share Prices % OS $ 40.00 $ 41.00 $ 42.00 $ 43.00 $ 44.00 $ 45.00 $ 46.00 $ 47.00 $ 48.00 $ 49.00 $ 50.00 Paradice Investment Management LLC $ 35.05 8.6 % 14 % 17 % 20 % 23 % 26 % 28 % 31 % 34 % 37 % 40 % 43 % Ariel Investments, LLC 27.80 7.3 44 48 51 55 58 62 65 69 73 76 80 Macquarie Investment Management 35.99 5.9 11 14 17 19 22 25 28 31 33 36 39 Lindsell Train Limited 35.96 4.1 11 14 17 20 22 25 28 31 33 36 39 Norges Bank Investment Management (NBIM) 37.51 3.0 7 9 12 15 17 20 23 25 28 31 33 Mawer Investment Management Ltd. 41.24 1.7 (3) (1) 2 4 7 9 12 14 16 19 21 Northern Trust Global Investments 33.07 1.7 21 24 27 30 33 36 39 42 45 48 51 ID-Sparinvest A/S 29.01 1.3 38 41 45 48 52 55 59 62 65 69 72 Westwood Management Corp. (Texas) 35.25 1.2 13 16 19 22 25 28 31 33 36 39 42 Pinnacle Associates Ltd. 34.33 1.0 17 19 22 25 28 31 34 37 40 43 46 Top 10 Active Institutional Holders $ 34.52 35.6 % 16 % 19 % 22 % 25 % 27 % 30 % 33 % 36 % 39 % 42 % 45 % D. E. Shaw & Co., L.P. $ 32.70 1.0 % 22 % 25 % 28 % 31 % 35 % 38 % 41 % 44 % 47 % 50 % 53 % PanAgora Asset Management Inc. 38.09 1.0 5 8 10 13 16 18 21 23 26 29 31 Arrowstreet Capital, Limited Partnership 40.60 0.9 (1) 1 3 6 8 11 13 16 18 21 23 Bridgeway Capital Management, Inc. 33.10 0.9 21 24 27 30 33 36 39 42 45 48 51 Alberta Investment Management Corporation 36.89 0.8 8 11 14 17 19 22 25 27 30 33 36 American Century Investment Management, Inc. 41.36 0.8 (3) (1) 2 4 6 9 11 14 16 18 21 Deutsche Asset Management Americas 38.65 0.8 4 6 9 11 14 16 19 22 24 27 29 Gabelli Funds, LLC 32.50 0.8 23 26 29 32 35 38 42 45 48 51 54 Numeric Investors LLC 42.66 0.6 (6) (4) (2) 1 3 5 8 10 13 15 17 Thrivent Asset Management, LLC 37.90 0.6 6 8 11 13 16 19 21 24 27 29 32 Eaton Vance Management 33.89 0.6 18 21 24 27 30 33 36 39 42 45 48 River Road Asset Management, LLC 31.19 0.6 28 31 35 38 41 44 47 51 54 57 60 BlackRock Investment Management, LLC 30.95 0.6 29 32 36 39 42 45 49 52 55 58 62 Millennium Management LLC 41.95 0.5 (5) (2) 0 3 5 7 10 12 14 17 19 Nuveen LLC 36.75 0.5 9 12 14 17 20 22 25 28 31 33 36 Top 25 Active Institutional Holders $ 36.61 46.8 % 9 % 12 % 15 % 17 % 20 % 23 % 26 % 28 % 31 % 34 % 37 %

STRICTLY PRIVATE & CONFIDENTIAL Leverage SensitivityAssumes No Sponsor Equity Note: Market data as of 19-Oct-2018. Dividend sizes represent annual numbers. Assumes transaction close 31-Dec-2018.1 Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. Pro Forma Gross Leverage | Dividend Sensitivity 2 1 Achievable Conservative Case2018 2019 2020 2021 2022 Dividend Size ($mm) $ 10 4.5 x 4.2 x 3.7 x 3.0 x 2.4 x $ 15 4.5 x 4.2 x 3.7 x 3.0 x 2.4 x $ 20 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x $ 25 4.5 x 4.2 x 3.8 x 3.1 x 2.5 x $ 30 4.5 x 4.2 x 3.8 x 3.1 x 2.6 x Downside Conservative Case2018 2019 2020 2021 2022 xx x 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x Dividend Size ($mm) $ 10 4.5 x 4.2 x 3.8 x 3.6 x 3.4 $ 15 4.5 x 4.2 x 3.9 x 3.6 x 3.5 $ 20 4.5 x 4.2 x 3.9 x 3.6 x 3.5 $ 25$ 30 62 Additional Materials Change in 2023E LIBOR -100bp-50bp 4.54.5 x x 4.24.2 x x 3.73.7 x x 3.03.0 x x 2.42.4 x x +0bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +50bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +100bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +150bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +200bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x Pro Forma Gross Leverage | Interest Rate Sensitivity11 Achievable Conservative Case 2 Downside Conservative Case2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Change in 2023E LIBOR -100bp-50bp 4.54.5 x x 4.24.2 x x 3.93.9 x x 3.63.6 x x 3.53.5 x x +0bp 4.5 x 4.2 x 3.9 x 3.6 x 3.5 x +50bp 4.5 x 4.2 x 3.9 x 3.7 x 3.5 x +100bp 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x +150bp 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x +200bp 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x

STRICTLY PRIVATE & CONFIDENTIAL Note: Estimates calendarized to Dec-31.Additional Materials 63 Common Stock Comparison Ignite and Publicly Traded Peers($ in millions, except per share data) Source: Wall Street estimates and management projections. Market data as of 26-Oct-2018. Closing Price % of 52 Week Adjusted EquityMarket Adjusted Enterprise Enterprise Value Multiples (2) Sales EBITDA EBITDA-Capex Company 26-Oct-2018 High Cap (1) Value (1) LTM 2017 2018 2019 LTM 2017 2018 2019 LTM 2018 2019 Ignite $ 36.96 74 % $ 1,630 $ 1,610 2.3 x 2.4 x 2.3 x 2.2 x 6.6 x 6.5 x 6.4 x 6.2 x 30.1 x 14.8 10.4 Spark 15.53 73 641 757 1.7 1.7 1.6 1.6 6.6 5.6 6.4 6.2 9.0 8.5 8.6 Live Entertainment Cedar Fair $ 49.40 70 2,794 4,420 3.4 3.3 3.3 3.2 10.1 9.2 9.5 9.1 16.2 15.8 14.7 Six Flags 54.19 74 4,629 7,137 4.9 5.3 4.8 4.6 13.3 13.7 12.8 11.9 17.6 16.8 15.5 SeaWorld Entertainment 26.09 80 2,300 3,784 2.9 3.0 2.8 2.7 12.8 12.6 10.1 9.3 29.1 19.1 15.1 High 80 % $ 4,629 $ 7,137 4.9 x 5.3 x 4.8 x 4.6 x 13.3 x 13.7 x 12.8 x 11.9 x 30.1 x 19.1 x 15.5 x Mean 74 % 2,399 3,542 3.0 3.1 3.0 2.9 9.9 9.5 9.0 8.5 20.4 15.0 12.9 Median 74 % 2,300 3,784 2.9 3.0 2.8 2.7 10.1 9.2 9.5 9.1 17.6 15.8 14.7 Low 70 % 641 757 1.7 1.7 1.6 1.6 6.6 5.6 6.4 6.2 9.0 8.5 8.6

Exhibit (c)(13)

STRICTLY PRIVATE & CONFIDENTIAL Discussion Materials Project Overdrive Goldman Sachs & Co. LLC November 5, 2018 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

STRICTLY PRIVATE & CONFIDENTIAL 5 Executive Summary Executive SummaryKey Updates Since Last Week Ignite Valuation and Potential Offer PriceIgnite share price closed at $37.86 on Friday (vs. $36.96 the prior week) while the 30-day VWAP is currently $36.40 (vs. $37.67 a week ago)A potential offer in the $42-$44 per share range now represents a premium range of 11%-16% of current price or 15%-21% of the 30-day VWAPConsistent with last week, we would still recommend an initial offer of $42 or $43 per share and think acquiring the Company for $45/share or less would represent a very good outcome for the FamilyBased on precedent premia analysis (as discussed in detail last week), the Ignite Board is likely hoping for a price in the high $40s or$50/share rangeDebt Financing for Acquisition of IgniteWe are currently reviewing Nova’s requests on the key financing terms sent across Friday November 2 with our committee, and are on track to provide a response todayKey factors that our committee is considering include the increased debt quantum of $1.7bn and its corresponding impact on the businesstermsWhile commitment papers continue to progress, the GS team is also preparing a Highly Confident Letter for the increased debt quantum ahead of the Offer DateTiming and Next StepsFamily to continue to review and discuss all critical path items (debt, valuation, timing, equity partners etc.)Continue to review all analysis and recommendationsPotential equity partner process updateConfirmed meetings: SilverLake (Nov 12), John Henry (Nov 13), Confidential Family Investor (Nov 16), and Liberty (Nov 27)TBC: Fox and AT&TKey workstreams ahead of Nov 9Finalizing the debt package, committed financing papers and highly confident letterFinalize offer letter including offer price and bidding strategyContinue to refine the equity investor / partner presentationDevelop communications plan for all key constituents (employees, broadcast partners, sponsors, teams, etc.)

STRICTLY PRIVATE & CONFIDENTIAL Current Illustrative Share Price $ 37.86 $ 41.00 Potential Offer Range $ 42.00 $ 43.00 $ 44.00 $ 45.00 $ 48.00 % Premium to CurrentDilluted Shares Outstanding 0.0 %44.1 8.3 %44.1 10.9 %44.1 13.6 %44.1 16.2 %44.1 18.9 %44.1 26.8 %44.1 Equity Market Cap $ 1,670 $ 1,809 $ 1,853 $ 1,897 $ 1,941 $ 1,986 $ 2,118 Wall Street Estimates Metric Spark Live Entertainment1 EV / Revenue 2018E $ 695 2.4 x 2.6 x 2.6 x 2.7 x 2.8 x 2.8 x 3.0 x 1.5 x 2019E 717 2.3 2.5 2.6 2.6 2.7 2.7 2.9 1.5 2020E 735 2.2 2.4 2.5 2.6 2.6 2.7 2.9 1.4 2018 / '18 - '20 Growth 2.9 % 0.8 0.9 0.9 0.9 1.0 1.0 1.1 0.5 3.4 x 3.3 3.20.5 EV / EBITDA 2018E $ 250.7 6.6 x 7.1 x 7.3 x 7.5 x 7.7 x 7.8 x 8.4 x 6.3 x 2019E 260 6.4 6.9 7.1 7.2 7.4 7.6 8.1 6.1 2020E 266 6.2 6.7 6.9 7.1 7.2 7.4 7.9 6.0 2018 / '18 - '20 Growth 2.9 % 2.2 2.4 2.5 2.6 2.6 2.7 2.9 2.2 10.5 x 9.7 9.11.8 EV / EBITDA - Capex 2018E $ 109.1 15.2 x 16.4 x 16.8 x 17.2 x 17.6 x 18.0 x 19.3 x 8.4 x 17.7 x 2019E 155 10.7 11.6 11.8 12.1 12.4 12.7 13.6 8.6 15.6 2020E 168 9.9 10.7 10.9 11.2 11.5 11.7 12.5 7.0 14.0 2018 / '18 - '20 Growth 24.0 % 0.6 0.7 0.7 0.7 0.7 0.8 0.8 NM 1.1 Executive Summary Ignite Valuation Perspectives($ in millions, except per share data) Source: Company filings and Ignite management estimates, Bloomberg, market data as of 02-Nov-2018. 1 Live Entertainment includes Cedar Fair, Seaworld, and Six Flags Relevant Datapoints Median Premium% 52 Week High Premium Premium to 52 Week High Control Shareholder Premium 34 %30 %5.3 %< 30 % (+) Debt(-) Cash 261(278) 261(278) 261(278) 261(278) 261(278) 261(278) 261(278) Precedent Transaction EBITDA Mult. (Median) Precedent Transaction EBITDA Mult. (Low) 13 x9 x Enterprise Value $ 1,653 $ 1,791 $ 1,835 $ 1,880 $ 1,924 $ 1,968 $ 2,100 Implied Premium Current $ 37.86 0.0 % 8.3 % 10.9 % 13.6 % 16.2 % 18.9 % 26.8 % 52 Week High 47.15 (19.7)% (13.0)% (10.9)% (8.8)% (6.7)% (4.6)% 1.8 % 52 Week Low 35.18 7.6 % 16.5 % 19.4 % 22.2 % 25.1 % 27.9 % 36.4 % VWAP 30 Day VWAP 36.40 4.0 % 12.6 % 15.4 % 18.1 % 20.9 % 23.6 % 31.9 % 3-Month VWAP 39.99 (5.3)% 2.5 % 5.0 % 7.5 % 10.0 % 12.5 % 20.0 % 6-Month VWAP 41.64 (9.1)% (1.5)% 0.9 % 3.3 % 5.7 % 8.1 % 15.3 % 1-Year VWAP 41.94 (9.7)% (2.2)% 0.1 % 2.5 % 4.9 % 7.3 % 14.4 % 3-Year VWAP 37.45 1.1 % 9.5 % 12.1 % 14.8 % 17.5 % 20.2 % 28.2 % 5-Year VWAP 35.79 5.8 % 14.6 % 17.4 % 20.1 % 22.9 % 25.7 % 34.1 % 5 Executive Summary

STRICTLY PRIVATE & CONFIDENTIAL Before Public Offering Special Committee / Negotiation Sign to Close / Pendency Oct. – Nov. 9 Nov. 9 – Dec Jan. – May Oct Nov Nov Dec Jan Feb Mar Apr May M&A Financing EquityPartnership Finalize Offer Letter 08-Nov 09-Nov Go / No Go to Board Meeting Deliver Offer Letter Transaction Close 09-Nov GS provides signed Commitment Papers and Term Sheet Draft SEC Filings SEC Comment / Review Process Share- holder Vote Week Pre-Christmas Sign Merger Agreement, Final Commitment Papers, and Announce Transaction Relationship Banks Commit to Financing Rating Agency Meetings Launch TLB, Bank Meetings Price TLB Required Regulatory Review / Consents (HSR, FCC, etc.) 27-NovLiberty 13-NovJohn W Henry (TBC) 16-Nov12-Nov Confidential Family SLP/WME/IMG Investor (TBC) Draft Commitment Papers Other Investor Meetings to be Scheduled Revise / Conform Commitment Papers GS to Conduct Further Diligence for Financing Special Committee Deliberation and NegotiationsDraft Definitive Documentation Late Jan Ignite Q4 2018 Earnings / AuditComplete Early April Ignite Q1 2019 Earnings Feb-17-2019Daytona 500 30-Nov-2018End of Ignite’s Fiscal Year Mid-April Nova Audit Complete Nova to Complete Due Diligence 5 Executive Summary Executive SummaryIllustrative Timeline

STRICTLY PRIVATE & CONFIDENTIAL Executive SummaryPotential Equity Partner Status Update Partner Key Contact Meeting Date Rationale Greg Maffei 27-Nov Owns interests in a broad range of media, communications and entertainment businessesSubsidiaries include Formula 1, Sirius XM, and theBraves Group which trade as separate tracking stocks John W. Henry John Henry 13-Nov Expertise in sports and live event rightsPrincipal owner of The Boston Globe, Boston Red Sox, Liverpool Football Club and co-owner of Roush Fenway Racing Confidential Family Investor – 16-Nov Egon Durben (SilverLake) 12-Nov Diversified live sports experience (e.g. UFC, European Basketball JV, eSports)Expertise in licensing and commercializing assetsDemonstrated strong interest in Formula 1 Eric Shanks TBD Multiple sports networks including Spanish focused Fox DeportesNational broadcast and cable distributionSophistication with media rights John Stankey TBD Provides broadband television services and satellite subscription services through U-verse and DirecTVAcquisition of Time Warner providing original mediacontent through Turner Broadcasting, HBO, etc. Source: Public information sources and company websites 5 Executive Summary

STRICTLY PRIVATE & CONFIDENTIAL Preliminary Sources, Uses and Pro FormaCapitalization Cash balance as of Nova 30-Jun-2019Projected pro forma EBITDA as of 30-Jun-2019 excluding synergiesNote: Transaction fees subject to change and no breakage fees on Nova’s outstanding notes. Assumes $48.00/share purchase price, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Sources: Company Filings, Bloomberg, Investor Presentations, Company Management. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18. ~15mm Family Shares Rolled | $30mm Dividend Status QuoAmount x Mult. Txn. Adj. Pro FormaAmount x Mult. Synergizedx Mult. Coupon Maturity Cash1 $ 57 $ 90 $ 147 Revolver ($100m Capacity) - - Nova Term Loan 50 (50) - L + 1.250 % Aug-23 Nova Senior Notes 29 (29) - L + 1.250 % Aug-23 Capital Leases 1 (1) - New Revolver - - - 5 years New TLB - 1,662 1,662 7 years Total Debt $ 80 1.0 x $ 1,662 5.0 x 4.6 x Net Debt 23 0.3 x 1,515 4.6 x 4.2 x LTM Adj. EBITDA2 $ 77 $ 256 $ 332 Cost Synergies 30 EBITDA with Synergies $ 362 Sources Uses Equity Purchase Price ($48 / Share) Paydown Existing DebtFees and Expenses Cash to Balance Sheet $ 2,118348100147 Rolled Equity in IgniteNova Cash on Balance Sheet Ignite Cash on Balance Sheet New RevolverNew First Lien Term Loan Equity Partner Contribution $ 71557278- 1,662- Total Source $ 2,713 Total Uses $ 2,713 10 Debt Financing Overview

STRICTLY PRIVATE & CONFIDENTIAL 11 Debt Financing Overview Pro Forma Leverage Sensitivity Pro Forma Leverage & Estimated Paydown at Various Ignite Share Prices~15mm Family Shares Rolled | $30mm Dividend Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $48.00/share purchase price, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Analysis includes phased-in synergies of $5mm in 2019, $20mm in 2020 and $30mm in 2021-2022. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18. Ignite Share Price Ignite Share Price Pro Forma Gross Leverage1 PF 30-Jun-2019 2019E 2020E 2021E 2022E $ 42.00 4.4 x 4.2 x 3.8 x 3.1 x 2.5 x $ 43.00 4.5 x 4.3 x 3.8 x 3.2 x 2.6 x $ 44.00 4.6 x 4.4 x 3.9 x 3.3 x 2.7 x $ 45.00 4.7 x 4.4 x 4.0 x 3.3 x 2.8 x $ 46.00 4.8 x 4.5 x 4.1 x 3.4 x 2.9 x $ 47.00 4.9 x 4.6 x 4.2 x 3.5 x 2.9 x $ 48.00 5.0 x 4.7 x 4.3 x 3.6 x 3.0 x Pro Forma Net Leverage PF 30-Jun-2019 2019E 2020E 2021E 2022E $ 42.00 4.0 x 3.7 x 3.3 x 2.7 x 2.2 x $ 43.00 4.1 x 3.8 x 3.4 x 2.8 x 2.3 x $ 44.00 4.2 x 3.9 x 3.5 x 2.9 x 2.3 x $ 45.00 4.3 x 4.0 x 3.6 x 3.0 x 2.4 x $ 46.00 4.3 x 4.1 x 3.7 x 3.0 x 2.5 x $ 47.00 4.4 x 4.2 x 3.8 x 3.1 x 2.6 x $ 48.00 4.5 x 4.3 x 3.9 x 3.2 x 2.7 x

STRICTLY PRIVATE & CONFIDENTIAL Stock Price Performance Source: Bloomberg as of 02-Nov-2018Note: 52-week high and low reflects inter-day trading. VWAP based on closing price and total volume per day over the specified time period. $37.86 $20 $30 $40 $50 Nov-2013 Sep-2014 Jul-2015 May-2016 Mar-2017 Dec-2017 Oct-2018 Closing Price (USD) Ignite 52-Week High 52-Week Low 13 Ignite Valuation Perspectives 52-Week High: $47.15 52-Week Low: $35.18 Share Price Current $ 37.86 52-Wk High 47.15 52-Wk Low 35.18 VWAPS VWAP Since Earnings $ 36.40 30 Day VWAP 36.40 3-Month VWAP 39.99 6-Month VWAP 41.64 1-Year 41.94 2-Year 39.28 3-Year 37.45 5-Year 35.79

STRICTLY PRIVATE & CONFIDENTIAL Relative Stock Price PerformanceIgnite vs. Spark and Live Entertainment Peers Last 3 Months Last 12 Months Last 6 Months Last 3 Years Source: Bloomberg as of 02-Nov-2018¹ Live Entertainment Peers includes Cedar Fair, Six Flags and Sea World. Ignite Spark 80% 90% 100% 110% 120% 130% 140% 70%Nov-2015 Jul-2016Live Entertainment¹ Apr-2017 Jan-2018 Sep-2018 Indexed Price 10.2% 8.1 % (14.6)% 60% 80% 100% 120% 140% 160% Nov-2017 Jan-2018 Mar-2018 May-2018 Jun-2018 Aug-2018 Oct-2018 Indexed Price 29.8% (2.8)% (19.4)% 80% 90% 100% 110% 120% 130% May-2018 Jun-2018 Jul-2018 Sep-2018 Oct-2018 Indexed Price 8.8% (9.4)%(7.9)% 80% 14 Ignite Valuation Perspectives 90% 100% 110% 120% 130% Aug-2018 Sep-2018 Oct-2018 Oct-2018 Indexed Price 3.5% (10.6)% (13.0)%

STRICTLY PRIVATE & CONFIDENTIAL 16 Timeline Update Project Overdrive – Illustrative Timeline Overall timeline before signing and announcing a transaction will be driven by the Ignite Special Committee processThis illustrative timeline assumes that the Ignite Special Committee’s process and ensuing negotiation is concluded prior to ChristmasThis is a reasonable estimate at this stage; however, the time to signing/announcing the transaction could certainly slip into January (or later) depending how the Special Committee process plays out, at which point the balance of the sign-to-close workstreams would also be pushed outTimeline assumes required SEC filings after announcement can be prepared in ~6 weeksTimeline assumes regulatory review and any required consents (e.g. HSR, FCC) will occur inside of SEC review and shareholder vote process, which is the expectationTimeline assumes shareholder litigation will not impact time to closeTimeline assumes equity investor meetings continue after signing definitive documentation (i.e., the debt could fund the entire transaction, and Nova may choose to reduce the debt amount with an equity investor at a later time)

STRICTLY PRIVATE & CONFIDENTIAL Preliminary Detailed Execution Timeline Period Event / Workstream Responsibility Week of Draft Commitment Papers GS, N, BB, CGR 10/29 GS to receive formal committee approval to provide Nova with Commitment Papers and a Highly Confident Letter GS Week of Commitment Papers for initial bid agreed ahead of Nov. 8 Offer Date GS, N, BB, CGR 11/05 GS to provide Nova with signed Commitment Papers and a Highly Confident Letter for Offer to Ignite (Nov. 8) GS 11/09 Ignite Board Meeting (Nov. 9) Ignite through Continue refining Commitment Papers GS, N, BB, CGR Week of 12/10 Complete business and legal due diligence for the transaction GS, N, BB, CGR Begin drafting Bank Syndication Presentation GS, N Begin drafting Rating Agency Presentation ("RAP") and create Lender Model GS, N Finalize Bank Syndication Presentation GS, N Week of 12/17 Signing of Merger Agreement and Final Commitment Papers, followed by M&A Announcement (week of 12/17) GS, N, BB, CGR through Relationship Bank Lender Presentation (ideally day of, or day after announcement) GS, N Week of 01/07 Work with relationship banks to complete their diligence processes GS, N Continue drafting RAP GS, N Begin drafting Lender Presentation ("LP") and Confidential Information Memorandum ("CIM") GS, N Begin drafting Marketing Term Sheet ("MTS") BB, CGR Relationship Banks commit to Revolving Credit Facility and Term Loan B (Week of 01/07) Relationship Banks Week of 01/07 Finalize RAP and Lender Model GS, N through Continue drafting LP and CIM; begin drafting Private Supplement ("P-Supp") GS, N Week of 01/21 RAP Dry Run (shortly before Rating Agency Meetings) GS, N Meet with Ratings Agencies in NYC (Week of 01/21) GS, N Week of 01/21 Finalize MTS and send to Rating Agencies GS, N, BB, CGR through Finalize LP, CIM and P-Supp GS, N Week of 02/04 Receive Rating Agency Feedback (Week of 02/04) GS, N Launch Term Loan B (Week of 02/04) GS, N Host Bank Meeting in NYC (day after Launch) GS, N Week of 02/04 Post MTS to all lenders and Lender Model to private-side lenders; begin drafting Credit Agreement ("CA") GS, N, BB, CGR through Finalize CA and post to lenders (Week of 02/18) GS, N, BB, CGR Week of 02/18 Price and Allocate Term Loan B (Week of 02/18) GS, N Week of 03/18 Ticking fee starts at 50% margin (31 days after pricing of the TLB) Investors Week of 04/01 Ticking fee steps up to 100% margin (46 days after pricing of the TLB) Investors Week of 05/27 Fund the Term Loan B and Close M&A Transaction GS, N, BB, CGR N: Nova GS: Goldman Sachs BB: Baker Botts CGR: Cahill Gordon & Reindel 17 Timeline Update

STRICTLY PRIVATE & CONFIDENTIAL 18 Timeline Update Key Financing Deliverables Deliverable Description Finalize By Marketing Materials Lender Model 3 years of historical financials and 5 year projection modelProvided to Ratings AgenciesProvided to private lenders Week of 12/10/18 Bank Syndication Presentation15 – 20 pages Transaction overviewPro-forma corporate structureNova business overview Ignite business overviewKey credit strengths / investment highlightsHistorical performance and projections Week of 12/10/18 Rating Agency Presentation (“RAP”)~50 pages Transaction overviewPro-forma corporate structureIndustry overviewNova business overview Ignite business overviewKey credit strengths / investment highlightsHistorical performance, financial policy and projections Week of 01/21/19 Marketing Term Sheet Detailed legal term sheetProvided to Ratings AgenciesProvided to all lenders Week of 01/21/19 Lender Presentation40 – 50 pages Largely drawn from RAP, but without projections and agency-specific items Week of 02/04/19 Private Supplement4 – 5 pages Projections from the financial model, projection assumptions and projected credit metrics— Provided to private-side lenders only Week of 02/04/19 Confidential Information Memorandum 60 – 70 pages Transaction overviewPro-forma corporate structureIndustry overviewNova business overview Ignite business overviewKey credit strengths / investment highlightsHistorical and pro forma financial summaryMD&A Week of 02/04/19 Deal Documentation Commitment Papers Final Commitment and Fee Letters Week of 12/17/18 Loan Documentation Credit AgreementGuarantee and Security Agreements, Legal Opinions, Closing and Secretary’s Certificates and other ancillary documents Week of 02/18/19 Closing

STRICTLY PRIVATE & CONFIDENTIAL Appendix A: Additional Materials

STRICTLY PRIVATE & CONFIDENTIAL Overview of Financial CasesNova + Ignite Achievable Conservative Case: Financing model that excludes all growth initiatives, but includes readily identifiable cost synergies (e.g., elimination of Ignite public company costs and redundancies); to be used with debt market Downside Conservative Case: Haircut to revenue growth at both Ignite and Nova, in line with what is possible from acontracted revenue perspective Key Assumptions Assumptions are the same as reviewed previously on 24-Oct-2018 except forDividend to family increased from $20 million to $30 million annuallyBrian France shares (3,487,879 shares per Katherine Pace on 30-Oct-18) assumed to be purchased for cash, rather than rolled into the new companyThe original Achievable Conservative and Downside Conservative case are presented here and otherwise unchanged; scenario analysis for the two assumptions described above is provided on top of these existing two model casesTax Rate: 24% (Consistent with C Corp Structure)Assumes $48.00/share purchase price, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018 1 2 20 Additional Materials

STRICTLY PRIVATE & CONFIDENTIAL Balance Sheet Capacity Leverage Over Time ($ in billions unless otherwise noted)~15mm Family Shares Rolled | $30mm Dividend Achievable Conservative Case Downside Conservative Case Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium toIgnite’s share price of $37.86 as of 02-Nov-2018. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18. 1 2 Gross De bt / EB GrossDebt $ 1.7 $ 1.6 $ 1.5 $ 1.4 $ 1.3 (-) Cash $(0.1) $(0.2) $(0.2) $(0.2) $(0.2) Net Debt $ 1.5 $ 1.5 $ 1.4 $ 1.3 $ 1.1 EBITDA($mm) $ 324 $ 346 $ 358 $ 390 $ 415 ITDA e NGross Debt t Debt$ 1.7 / EBITDA$ 1.6 $ 1.5 $ 1.5 $ 1.4 (-) Cash $(0.1) $(0.2) $(0.2) $(0.2) $(0.2) NetDebt $ 1.5 $ 1.5 $ 1.4 $ 1.3 $ 1.2 EBITDA($mm) $ 324 $ 346 $ 346 $ 342 $ 328 5.0 x 4.7 x 4.3 x 3.6 x 3.0 x 4.5 x 4.3 x 3.9 x 3.2 x 2.7 x 5.0 x 21 Additional Materials 4.7 x 4.5 x 4.3 x 4.2 x 4.5 x 4.3 x 4.0 x 3.8 x 3.8 x PF 2019E 2020E 2021E 2022E PF 2019E 2020E 2021E 2022E (30-Jun-2019) (30-Jun-2019)

STRICTLY PRIVATE & CONFIDENTIAL Balance Sheet Capacity Leverage Over Time ($ in billions unless otherwise noted)~18mm Family Shares Rolled | $20mm Dividend Achievable Conservative Case Downside Conservative Case 1 2 ITDA e NGross Debt t Debt$ 1.5 / EBITDA$ 1.4 $ 1.3 $ 1.2 $ 1.2 (-) Cash $(0.2) $(0.2) $(0.2) $(0.2) $(0.2) NetDebt $ 1.3 $ 1.3 $ 1.2 $ 1.1 $ 1.0 EBITDA($mm) $ 324 $ 346 $ 346 $ 342 $ 328 Gross De bt / EB GrossDebt $ 1.5 $ 1.4 $ 1.3 $ 1.2 $ 1.0 (-) Cash $(0.2) $(0.2) $(0.2) $(0.2) $(0.2) Net Debt $ 1.3 $ 1.3 $ 1.2 $ 1.0 $ 0.9 EBITDA($mm) $ 324 $ 346 $ 358 $ 390 $ 415 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 4.0 x 3.8 x 3.3 x 2.7 x 2.1 x 4.5 x Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium toIgnite’s share price of $37.86 as of 02-Nov-2018. Additional Materials 22 4.2 x 3.9 x 3.6 x 3.5 x 4.0 x 3.8 x 3.5 x 3.2 x 3.1 x PF 2019E 2020E 2021E 2022E PF 2019E 2020E 2021E 2022E (30-Jun-2019) (30-Jun-2019)

STRICTLY PRIVATE & CONFIDENTIAL Leverage SensitivityAssumes No Sponsor Equity | ~15mm Family Shares Rolled Note: Market data as of 02-Nov-2018. Dividend sizes represent annual numbers. Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18. Pro Forma Gross Leverage | Dividend Sensitivity Downside Conservative Case 2 1 Pro Forma Gross Leverage | Interest Rate Sensitivity11 Achievable Conservative Case 2 Downside Conservative Case Achievable Conservative Case PF(30-Jun-2019) 2019 2020 2021 2022 Dividend Size ($mm) $ 10 4.96 x 4.67 x 4.36 x 4.11 x 4.00 $ 15 4.96 x 4.68 x 4.39 x 4.15 x 4.05 $ 20 4.96 x 4.69 x 4.41 x 4.19 x 4.11 $ 25 4.96 x 4.69 x 4.43 x 4.23 x 4.17 $ 30 4.96 x 4.70 x 4.45 x 4.27 x 4.23 PF(30-Jun-2019) 1 Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. Assumes $30mm dividend.Additional Materials 23 2019 2020 2021 2022 Dividend Size ($mm) $ 10 4.96 x 4.67 x 4.19 x 3.46 x 2.84 x $ 15 4.96 x 4.68 x 4.21 x 3.50 x 2.89 x $ 20 4.96 x 4.69 x 4.23 x 3.53 x 2.93 x $ 25 4.96 x 4.69 x 4.25 x 3.56 x 2.98 x $ 30 4.96 x 4.70 x 4.27 x 3.60 x 3.02 x Change in 2023E LIBOR PF PF (30-Jun-2019) 2019 2020 2021 2022 (30-Jun-2019) 2019 2020 2021 2022 -100bp 4.96 x 4.70 x 4.27 x 3.58 x 2.98 x -100bp 4.96 x 4.70 x 4.44 x 4.24 x 4.17 x -50bp 4.96 x 4.70 x 4.27 x 3.59 x 3.00 x OR -50bp 4.96 x 4.70 x 4.45 x 4.25 x 4.20 x +0bp 4.96 x 4.70 x 4.27 x 3.60 x 3.02 x 3E LIB +0bp 4.96 x 4.70 x 4.45 x 4.27 x 4.23 x +50bp 4.96 x 4.70 x 4.28 x 3.61 x 3.04 x n 202 +50bp 4.96 x 4.70 x 4.46 x 4.28 x 4.25 x +100bp 4.96 x 4.70 x 4.28 x 3.62 x 3.07 x ange i +100bp 4.96 x 4.70 x 4.46 x 4.29 x 4.28 x +150bp 4.96 x 4.70 x 4.29 x 3.63 x 3.09 x Ch +150bp 4.96 x 4.70 x 4.47 x 4.31 x 4.31 x +200bp 4.96 x 4.70 x 4.29 x 3.64 x 3.11 x +200bp 4.96 x 4.70 x 4.47 x 4.32 x 4.34 x

STRICTLY PRIVATE & CONFIDENTIAL Leverage SensitivityAssumes No Sponsor Equity | ~18mm Family Shares Rolled Note: Market data as of 02-Nov-2018. Dividend sizes represent annual numbers. Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Pro Forma Gross Leverage | Dividend Sensitivity Downside Conservative Case 2 1 Pro Forma Gross Leverage | Interest Rate Sensitivity11 Achievable Conservative Case 2 Downside Conservative Case Achievable Conservative Case PF(30-Jun-2019) 2019 2020 2021 2022 Dividend Size ($mm) $ 10 4.48 x 4.18 x 3.69 x 2.98 x 2.37 x $ 15 4.48 x 4.18 x 3.71 x 3.02 x 2.42 x $ 20 4.48 x 4.19 x 3.73 x 3.05 x 2.46 x $ 25 4.48 x 4.20 x 3.75 x 3.09 x 2.51 x $ 30 4.48 x 4.21 x 3.77 x 3.12 x 2.55 x Change in 2023E LIBOR PF(30-Jun-2019) 2019 2020 2021 2022 Dividend Size ($mm) $ 10 4.48 x 4.18 x 3.85 x 3.57 x 3.40 $ 15 4.48 x 4.18 x 3.87 x 3.60 x 3.46 $ 20 4.48 x 4.19 x 3.89 x 3.64 x 3.52 $ 25 4.48 x 4.20 x 3.91 x 3.68 x 3.58 $ 30 4.48 x 4.21 x 3.94 x 3.72 x 3.63 PF PF (30-Jun-2019) 2019 2020 2021 2022 (30-Jun-2019) 2019 2020 2021 2022 -100bp 4.48 x 4.19 x 3.72 x 3.03 x 2.43 x -100bp 4.48 x 4.19 x 3.88 x 3.62 x 3.47 x -50bp 4.48 x 4.19 x 3.73 x 3.04 x 2.45 x OR -50bp 4.48 x 4.19 x 3.89 x 3.63 x 3.49 x +0bp 4.48 x 4.19 x 3.73 x 3.05 x 2.46 x 3E LIB +0bp 4.48 x 4.19 x 3.89 x 3.64 x 3.52 x +50bp 4.48 x 4.19 x 3.73 x 3.06 x 2.48 x n 202 +50bp 4.48 x 4.19 x 3.89 x 3.65 x 3.54 x +100bp 4.48 x 4.19 x 3.74 x 3.07 x 2.50 x ange i +100bp 4.48 x 4.19 x 3.90 x 3.67 x 3.56 x +150bp 4.48 x 4.19 x 3.74 x 3.08 x 2.52 x Ch +150bp 4.48 x 4.19 x 3.90 x 3.68 x 3.59 x +200bp 4.48 x 4.19 x 3.75 x 3.09 x 2.53 x +200bp 4.48 x 4.19 x 3.91 x 3.69 x 3.61 x 1 Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. Assumes $20mm dividend.Additional Materials 24

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case ($ in millions)~15mm Shares Rolled | $30mm Dividend Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share Summary Financial Profile 1 price of $37.86 as of 02-Nov-2018. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18.Additional Materials 25 PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 5.8 % % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 7.7 % % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (46) (90) (82) (74) (66) (57) (46) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (12) (27) (35) (41) (44) (49) (53) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (15) (30) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 39 $ 97 $ 126 $ 150 $ 164 $ 180 $ 197 % Conversion 22.8 % 27.2 % 32.3 % 36.1 % 38.5 % 40.7 % 42.9 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,662 1,626 1,529 1,404 1,254 1,091 912 716 Total Debt $ 1,662 $ 1,626 $ 1,529 $ 1,404 $ 1,254 $ 1,091 $ 912 $ 716 (-) Cash and Cash Equivalents (147) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,515 $ 1,476 $ 1,379 $ 1,254 $ 1,104 $ 941 $ 762 $ 566 Credit Statistics Total Debt / EBITDA 5.0 x 4.7 x 4.3 x 3.6 x 3.0 x 2.6 x 2.1 x 1.6 x Net Debt / EBITDA 4.5 4.3 3.9 3.2 2.7 2.2 1.7 1.2 S&P Adj. Debt / EBITDA 4.8 4.5 4.1 3.4 2.9 2.4 1.9 1.4 Moody's Adj. Debt / EBITDA 4.6 4.4 4.0 3.4 2.9 2.5 2.0 1.6 EBITDA / Interest 3.7 x 4.0 x 4.7 x 5.6 x 6.5 x 7.8 x 10.0 x (EBITDA - Capex) / Interest 3.7 4.0 4.7 5.6 6.5 7.8 10.0 FCF / Total Debt 2.4 % 6.4 % 9.0 % 12.0 % 15.0 % 19.7 % 27.5 % Cumulative FCF / Initial Total Debt 2.4 % 8.2 % 15.8 % 24.8 % 34.7 % 45.5 % 57.4 %

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case ($ in millions)~15mm Shares Rolled | $30mm Dividend | 2023E Interest Expense Increases 200bp Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in Summary Financial Profile 1 A 200bps increase in interest expense reduces cash available for debt pay down by~$15 -$20mm per year PF '19E - '25E 5.8 % 7.7 % CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (46) (98) (98) (96) (93) (82) (69) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (12) (25) (31) (36) (38) (43) (48) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (15) (30) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 39 $ 91 $ 114 $ 133 $ 144 $ 161 $ 180 % Conversion 22.8 % 25.5 % 29.3 % 32.2 % 33.7 % 36.4 % 39.2 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,662 1,626 1,535 1,421 1,289 1,146 986 807 Total Debt $ 1,662 $ 1,626 $ 1,535 $ 1,421 $ 1,289 $ 1,146 $ 986 $ 807 (-) Cash and Cash Equivalents (147) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,515 $ 1,476 $ 1,385 $ 1,271 $ 1,139 $ 996 $ 836 $ 657 Credit Statistics Total Debt / EBITDA 5.0 x 4.7 x 4.3 x 3.6 x 3.1 x 2.7 x 2.2 x 1.8 x Net Debt / EBITDA 4.5 4.3 3.9 3.3 2.7 2.3 1.9 1.4 S&P Adj. Debt / EBITDA 4.8 4.5 4.1 3.5 2.9 2.5 2.1 1.6 Moody's Adj. Debt / EBITDA 4.6 4.4 4.1 3.5 3.0 2.6 2.2 1.8 EBITDA / Interest 3.7 x 3.7 x 4.0 x 4.3 x 4.6 x 5.4 x 6.7 x (EBITDA - Capex) / Interest 3.7 3.7 4.0 4.3 4.6 5.4 6.7 FCF / Total Debt 2.4 % 5.9 % 8.0 % 10.3 % 12.5 % 16.3 % 22.3 % Cumulative FCF / Initial Total Debt 2.4 % 7.9 % 14.7 % 22.8 % 31.4 % 41.1 % 51.9 % 2022 and 100% in 2023+.Additional Materials 26

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case ($ in millions)~18mm Shares Rolled | $20mm Dividend Summary Financial Profile 1 Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018.Additional Materials 27 PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 5.8 % % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 7.7 % % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (41) (79) (71) (62) (52) (41) (30) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (29) (38) (44) (48) (52) (57) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 115 $ 145 $ 170 $ 184 $ 201 $ 220 % Conversion 27.8 % 32.2 % 37.2 % 40.9 % 43.3 % 45.5 % 47.9 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,449 1,335 1,191 1,022 838 637 419 Total Debt $ 1,500 $ 1,449 $ 1,335 $ 1,191 $ 1,022 $ 838 $ 637 $ 419 (-) Cash and Cash Equivalents (153) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,347 $ 1,299 $ 1,185 $ 1,041 $ 872 $ 688 $ 487 $ 269 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 2.0 x 1.4 x 0.9 x Net Debt / EBITDA 4.0 3.8 3.3 2.7 2.1 1.6 1.1 0.6 S&P Adj. Debt / EBITDA 4.3 4.0 3.5 2.9 2.3 1.8 1.3 0.7 Moody's Adj. Debt / EBITDA 4.2 4.0 3.5 2.9 2.4 1.9 1.5 1.0 EBITDA / Interest 4.2 x 4.5 x 5.5 x 6.7 x 8.2 x 10.7 x 15.5 x (EBITDA - Capex) / Interest 4.2 4.5 5.5 6.7 8.2 10.7 15.5 FCF / Total Debt 3.3 % 8.6 % 12.2 % 16.6 % 22.0 % 31.6 % 52.5 % Cumulative FCF / Initial Total Debt 3.2 % 10.9 % 20.6 % 31.9 % 44.2 % 57.6 % 72.2 %

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case ($ in millions)~18mm Shares Rolled | $20mm Dividend | 2023E Interest Expense Increases 200bp Summary Financial Profile 1 A 200bps increase in interest expense reduces cash available for debt pay down by~$10 -$15mm per year PF '19E - '25E 5.8 % 7.7 % CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (41) (86) (84) (80) (73) (60) (45) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (28) (34) (40) (42) (48) (54) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 110 $ 135 $ 156 $ 168 $ 187 $ 208 % Conversion 27.8 % 30.7 % 34.6 % 37.5 % 39.4 % 42.3 % 45.3 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,449 1,340 1,206 1,051 884 697 491 Total Debt $ 1,500 $ 1,449 $ 1,340 $ 1,206 $ 1,051 $ 884 $ 697 $ 491 (-) Cash and Cash Equivalents (153) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,347 $ 1,299 $ 1,190 $ 1,056 $ 901 $ 734 $ 547 $ 341 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 2.1 x 1.6 x 1.1 x Net Debt / EBITDA 4.0 3.8 3.3 2.7 2.2 1.7 1.2 0.7 S&P Adj. Debt / EBITDA 4.3 4.0 3.6 2.9 2.4 1.9 1.4 0.9 Moody's Adj. Debt / EBITDA 4.2 4.0 3.6 3.0 2.5 2.0 1.6 1.1 EBITDA / Interest 4.2 x 4.1 x 4.6 x 5.2 x 5.8 x 7.3 x 10.1 x (EBITDA - Capex) / Interest 4.2 4.1 4.6 5.2 5.8 7.3 10.1 FCF / Total Debt 3.3 % 8.2 % 11.2 % 14.8 % 19.0 % 26.8 % 42.3 % Cumulative FCF / Initial Total Debt 3.2 % 10.5 % 19.5 % 29.9 % 41.1 % 53.6 % 67.4 % Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+.Additional Materials 28

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case ($ in millions)~15mm Shares Rolled | $30mm Dividend Summary Financial Profile 2 Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18.Additional Materials 29 PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (3.1)% % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 (4.4)% % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (46) (90) (84) (80) (76) (74) (71) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (12) (26) (28) (27) (25) (24) (24) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (15) (30) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 39 $ 86 $ 83 $ 72 $ 60 $ 58 $ 56 % Conversion 22.8 % 24.8 % 24.3 % 22.1 % 19.1 % 19.0 % 19.0 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,662 1,626 1,540 1,458 1,386 1,327 1,270 1,215 Total Debt $ 1,662 $ 1,626 $ 1,540 $ 1,458 $ 1,386 $ 1,327 $ 1,270 $ 1,215 (-) Cash and Cash Equivalents (147) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,515 $ 1,476 $ 1,390 $ 1,308 $ 1,236 $ 1,177 $ 1,120 $ 1,065 Credit Statistics Total Debt / EBITDA 5.0 x 4.7 x 4.5 x 4.3 x 4.2 x 4.2 x 4.2 x 4.1 x Net Debt / EBITDA 4.5 4.3 4.0 3.8 3.8 3.8 3.7 3.6 S&P Adj. Debt / EBITDA 4.8 4.5 4.3 4.1 4.0 4.0 4.0 3.9 Moody's Adj. Debt / EBITDA 4.6 4.4 4.2 4.0 4.0 4.0 3.9 3.9 EBITDA / Interest 3.7 x 3.8 x 4.1 x 4.1 x 4.1 x 4.1 x 4.2 x (EBITDA - Capex) / Interest 3.7 3.8 4.1 4.1 4.1 4.1 4.2 FCF / Total Debt 2.4 % 5.6 % 5.7 % 5.2 % 4.5 % 4.6 % 4.6 % Cumulative FCF / Initial Total Debt 2.4 % 7.5 % 12.5 % 16.9 % 20.5 % 24.0 % 27.3 %

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case ($ in millions)~15mm Shares Rolled | $30mm Dividend | 2023E Interest Expense Increases 200bp Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Assumes 3,487,879 shares held by Brian France per Katherine Pace on 30-Oct-18. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in Summary Financial Profile 2 PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (3.1)% % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 (4.4)% % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (46) (98) (100) (103) (107) (105) (103) A 200bps (+) Interest Income 0 1 1 1 1 1 1 increase in (-) Cash Taxes (12) (24) (24) (21) (18) (17) (16) interest(-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (15) (30) (30) (30) (30) (30) (30) expense Levered Free Cash Flow $ 39 $ 80 $ 71 $ 55 $ 37 $ 34 $ 31 reduces % Conversion 22.8 % 23.0 % 20.8 % 16.7 % 11.7 % 11.2 % 10.6 % cash PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E available New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 for debt pay New First Lien Term Loan 1,662 1,626 1,547 1,476 1,422 1,386 1,353 1,323 down by Total Debt $ 1,662 $ 1,626 $ 1,547 $ 1,476 $ 1,422 $ 1,386 $ 1,353 $ 1,323 ~$20 - (-) Cash and Cash Equivalents (147) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,515 $ 1,476 $ 1,397 $ 1,326 $ 1,272 $ 1,236 $ 1,203 $ 1,173 25mm per Credit Statistics year Total Debt / EBITDA 5.0 x 4.7 x 4.5 x 4.3 x 4.3 x 4.4 x 4.5 x 4.5 x Net Debt / EBITDA 4.5 4.3 4.0 3.9 3.9 3.9 4.0 4.0 S&P Adj. Debt / EBITDA 4.8 4.5 4.3 4.1 4.1 4.2 4.2 4.3 Moody's Adj. Debt / EBITDA 4.6 4.4 4.2 4.1 4.1 4.1 4.2 4.2 EBITDA / Interest 3.7 x 3.5 x 3.4 x 3.2 x 2.9 x 2.9 x 2.9 x (EBITDA - Capex) / Interest 3.7 3.5 3.4 3.2 2.9 2.9 2.9 FCF / Total Debt 2.4 % 5.2 % 4.8 % 3.8 % 2.6 % 2.5 % 2.4 % Cumulative FCF / Initial Total Debt 2.4 % 7.2 % 11.4 % 14.7 % 16.9 % 19.0 % 20.9 % 2022 and 100% in 2023+.Additional Materials 30

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case ($ in millions)~18mm Shares Rolled | $20mm Dividend Summary Financial Profile 2 Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018.Additional Materials 31 PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (3.1)% % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 (4.4)% % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (41) (79) (73) (67) (62) (58) (54) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (29) (30) (30) (28) (28) (28) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 104 $ 102 $ 92 $ 81 $ 79 $ 78 % Conversion 27.8 % 30.1 % 29.8 % 28.0 % 25.7 % 26.1 % 26.6 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,449 1,346 1,245 1,154 1,074 995 918 Total Debt $ 1,500 $ 1,449 $ 1,346 $ 1,245 $ 1,154 $ 1,074 $ 995 $ 918 (-) Cash and Cash Equivalents (153) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,347 $ 1,299 $ 1,196 $ 1,095 $ 1,004 $ 924 $ 845 $ 768 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.9 x 3.6 x 3.5 x 3.4 x 3.3 x 3.1 x Net Debt / EBITDA 4.0 3.8 3.5 3.2 3.1 2.9 2.8 2.6 S&P Adj. Debt / EBITDA 4.3 4.0 3.7 3.4 3.3 3.2 3.0 2.9 Moody's Adj. Debt / EBITDA 4.2 4.0 3.7 3.5 3.3 3.3 3.1 3.0 EBITDA / Interest 4.2 x 4.4 x 4.7 x 4.9 x 5.0 x 5.2 x 5.4 x (EBITDA - Capex) / Interest 4.2 4.4 4.7 4.9 5.0 5.2 5.4 FCF / Total Debt 3.3 % 7.7 % 8.2 % 8.0 % 7.5 % 8.0 % 8.5 % Cumulative FCF / Initial Total Debt 3.2 % 10.1 % 16.9 % 23.1 % 28.4 % 33.7 % 39.0 %

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case ($ in millions)~18mm Shares Rolled | $20mm Dividend | 2023E Interest Expense Increases 200bp Summary Financial Profile 2 A 200bps increase in interest expense reduces cash available for debt pay down by~$15 - 20mm per year '19E - '25E (3.1)% (4.4)% Credit Statistics PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (41) (87) (86) (87) (88) (84) (80) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (27) (27) (25) (22) (22) (22) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 99 $ 92 $ 77 $ 61 $ 60 $ 59 % Conversion 27.8 % 28.5 % 26.8 % 23.5 % 19.5 % 19.8 % 20.1 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,449 1,352 1,261 1,184 1,124 1,065 1,006 Total Debt $ 1,500 $ 1,449 $ 1,352 $ 1,261 $ 1,184 $ 1,124 $ 1,065 $ 1,006 (-) Cash and Cash Equivalents (153) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,347 $ 1,299 $ 1,202 $ 1,111 $ 1,034 $ 974 $ 915 $ 856 Note: Market data as of 02-Nov-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019 at $48.00/share, implying a ~27% premium to Ignite’s share price of $37.86 as of 02-Nov-2018. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+.Additional Materials 32 Total Debt / EBITDANet Debt / EBITDA 4.5 x 4.0 4.2 x 3.8 3.9 x 3.5 3.7 x 3.3 3.6 x 3.2 3.6 x 3.1 3.5 x 3.0 3.4 x 2.9 S&P Adj. Debt / EBITDA 4.3 4.0 3.7 3.5 3.4 3.4 3.3 3.2 Moody's Adj. Debt / EBITDA 4.2 4.0 3.7 3.5 3.4 3.4 3.3 3.2 EBITDA / Interest 4.2 x 4.0 x 4.0 x 3.8 x 3.6 x 3.6 x 3.7 x (EBITDA - Capex) / Interest 4.2 4.0 4.0 3.8 3.6 3.6 3.7 FCF / Total Debt 3.3 % 7.3 % 7.3 % 6.5 % 5.4 % 5.6 % 5.9 % Cumulative FCF / Initial Total Debt 3.2 % 9.8 % 15.9 % 21.0 % 25.1 % 29.1 % 33.1 %

Exhibit (c)(14)

Ignite Performance in Context February 2019

Ignite Performance in ContextSummary Insights Source: IBES, CapIQ as of 01-Feb-2019 2 Ignite Performance in Context In the days following Nova’s offer on 9-Nov-2018, Ignite’s share price increased ~11% and has remained flat since the offerComparably, Spark’s share price is unchanged since 9-Nov-2018The S&P 500 and the Russell 5000 is down (2.7)% and (3.1)% respectively since 9-Nov-2018Key comparables are also only up ~ 2-4%Had Ignite performed in line with Spark, its share price would currently be $38.01 (vs. $43.25 as of 01-Feb-2019)Had Ignite performed in line with the S&P 500, its implied share price would currently be $39.06On a multiples basis, Ignite appears to be trading at a premiumIgnite currently trades at 7.9x NTM EBITDA (excl. cash distributions) // 7.1x (incl. cash distributions)Over the last 10 years, Ignite has traded at an average multiple of 7.3x NTM EBITDA (excl. cash distributions) // 6.8x (incl. cash distributions)Spark is currently trading at 6.4x NTM EBITDAFor comparison, Nova’s $42 per share offer implies a multiple of 7.7x NTM EBITDA (excl. cash distributions) // 6.9x (incl. cash distributions)Ignite currently trades at an NTM P/E multiple of 21.4xOver the last 10 years, Ignite has traded at an average NTM P/E of 18.7x, and Ignite is currently at 15.6xNova’s $42 per share offer implies a P/E multiple of 20.8x

(10)% 100% 210% 320% Feb-2009 Oct-2010 Jun-2012 Feb-2014 Oct-2015 Jun-2017 Jan-2019 Indexed Price Ignite Spark S&P 500 Index Russell 2000 Index 234.9%225.2% 84.4% 13.5% Returns Since 11/09/18 1-Yr 3-Yr 5-Yr 10-Yr Ignite SparkS&P 500 IndexRussell 2000 Index 10.7 %0.0 % (2.7)% (3.1)% (8.3)%(20.4)%(4.1)%(4.9)% 26.1 % (13.5)%39.6 %45.5 % 32.6 % (13.5)%55.4 %37.2 % 84.4 %13.5 %225.2 %234.9 % Indexed Stock Price ChartSince Jan-2009 Source: IBES, CapIQ as of 01-Feb-2019 3 Ignite Performance in Context

80% 90% 100% 110% 120% 9-Nov-2018 23-Nov-2018 7-Dec-2018 21-Dec-2018 1-Feb-2019 Indexed Price IgniteRussell 2000 Index 10.7% 4.4%2.0% 0.0% (2.7)% (3.1)% Indexed Stock Price ChartSince Offer Announcement on 9-Nov-2018 Source: IBES, CapIQ as of 01-Feb-20191 Live Content includes Madison Square Garden, Formula One, WWE, and Lions Gate Spark1Live Content 4-Jan-2019 18-Jan-2019S&P 500 Index2Live Entertainment Implied Ignite share price at Spark performance: $39.06 Implied Ignite share price at S&P 500 performance: $38.01 2Live Entertainment includes Cedar Fair, Six Flags, Sea World, and Live NationIgnite Performance in Context 4

$ 0 $ 10 $ 20 $ 30 $ 50 Jan-2009 Oct-2010 Jun-2012 Jan-2014 Oct-2015 Jun-2017 Feb-2019 Ignite Spark $ 16.34 Absolute Stock Price ChartSince Jan-2009 Implied Ignite Share Price at Spark Performance Average 1-Yr 3-Yr 5-Yr 10-Yr ISC $ 42.78 $ 38.26 $ 36.15 $ 31.79 $ 40 TRK 17.43 18.61 19.15 17.46 $ 43.25$ 39.06$ 38.01 Implied Ignite Share Price at S&P 500 Performance Source: IBES, CapIQ as of 01-Feb-2019Note: Implied Ignite share price is calculated based on the return of the S&P 500 from 9-Nov-18 to 1-Feb-2019Ignite Performance in Context 5

7.9x 6.4x 4.0 x 5.0 x 6.0 x 7.0 x 8.0 x 9.0 x 10.0 x 11.0 x 12.0 x Jan-2009 Sep-2010 Jan-2019 NTM-Time Weighted EBITDA Multiple Ignite (excl. Cash Distributions)May-2012 Jan-2014 Ignite (incl. Cash Distributions)Sep-2015 May-2017 Spark 7.1x EBITDA Multiples Over TimeSince Jan-2009 $42 / Share Implied Multiple (excl. Cash Dist.): 7.7x $42 / Share Implied Multiple (incl. Cash Dist.): 6.9x Average 3-Month 1-Yr 3-Yr 5-Yr 10-Yr Ignite (excl. Cash Distributions) Ignite (incl. Cash Distributions) Spark 8.0 x7.1 x6.5 x 8.1 x7.3 x6.8 x 7.7 x6.9 x7.2 x 7.8 x7.0 x7.5 x 7.3 x6.8 x7.0 x Source: IBES, CapIQ as of 01-Feb-2019Note: Ignite Adjusted EBITDA includes cash distributions from equity investments beginning in 2012, assuming projections in line with forward-year actual cash distributions.Ignite Performance in Context 6

P/E Multiples Over TimeSince Jan-2009 $42 / Share Implied P / E: 20.8 x 21.4 x 15.6 x 0.0 x 10.0 x 20.0 x 30.0 x Jan-2009 Sep-2010 May-2012 Jan-2014 Sep-2015 May-2017 Jan-2019 NTM-Time Weighted P/E Multiple Ignite Spark Average 1-Yr 3-Yr 5-Yr 10-Yr Ignite Spark 20.5 x16.2 x 21.4 x18.0 x 21.5 x18.3 x 18.7 x16.0 x Source: IBES, CapIQ as of 01-Feb-2019Ignite Performance in Context 7

Multiples Over TimeCYE 2008 – CYE 2014 Date EV / Revenue EV / EBITDA(excl. Cash Distributions) EV / EBITDA(incl. Cash Dist.) P / E EV / Revenue EV / EBITDA P / E Ignite Spark CYE 2008 2.3 x 5.7 x 5.7 x 10.0 x 2.0 x 5.0 x 6.6 x Mar-2009 1.9 5.3 5.3 9.4 2.2 5.0 7.2 Jun-2009 2.2 6.5 6.5 10.7 2.3 5.5 8.3 Sep-2009 2.3 6.7 6.7 15.1 2.2 5.6 9.2 CYE 2009 2.2 x 6.6 x 6.6 x 15.6 x 2.4 x 6.2 x 11.0 x Mar-2010 2.1 6.5 6.5 15.3 2.4 6.4 12.7 Jun-2010 2.2 6.6 6.6 15.9 2.2 6.0 12.7 Sep-2010 2.0 6.3 6.3 16.4 2.3 6.6 14.1 CYE 2010 2.2 x 7.0 x 7.0 x 18.1 x 2.3 x 6.6 x 13.7 x Mar-2011 2.6 7.3 7.3 19.0 2.4 6.9 15.1 Jun-2011 2.5 7.0 7.0 16.4 2.3 6.7 13.7 Sep-2011 1.9 5.5 5.5 13.9 2.0 6.0 11.1 CYE 2011 2.2 x 6.5 x 6.5 x 15.4 x 2.3 x 6.6 x 13.3 x Mar-2012 2.3 6.9 6.6 16.3 2.5 7.4 16.4 Jun-2012 2.3 6.8 6.4 15.6 2.3 7.0 15.5 Sep-2012 2.4 7.4 7.0 17.6 2.1 6.4 14.1 CYE 2012 2.4 x 7.7 x 7.2 x 18.7 x 2.4 x 7.5 x 20.0 x Mar-2013 2.8 8.7 7.9 21.9 2.3 7.2 18.3 Jun-2013 2.6 8.4 7.6 21.4 2.3 7.1 16.8 Sep-2013 2.7 8.5 7.7 22.1 2.3 7.6 17.3 CYE 2013 2.8 x 9.2 x 8.3 x 23.4 x 2.5 x 8.3 x 19.2 x Mar-2014 2.7 8.8 7.9 23.5 2.4 8.0 20.7 Jun-2014 2.5 8.3 7.4 23.2 2.3 7.9 20.2 Sep-2014 2.4 8.0 7.2 22.5 2.2 7.5 18.9 CYE 2014 2.4 x 8.2 x 7.4 x 22.4 x 2.5 x 8.7 x 22.8 x Source: IBES, CapIQ as of 01-Feb-2019Note: Ignite Adjusted EBITDA includes cash distributions from equity investments beginning in 2012, assuming projections in line with forward-year actual cash distributions.Ignite Performance in Context 8

Multiples Over TimeCYE 2014 – Present Date EV / Revenue EV / EBITDA(excl. Cash Distributions) EV / EBITDA(incl. Cash Dist.) P / E EV / Revenue EV / EBITDA P / E Ignite Spark CYE 2014 2.4 x 8.2 x 7.4 x 22.4 x 2.5 x 8.7 x 22.8 x Mar-2015 2.6 8.4 7.2 24.9 2.5 8.7 23.5 Jun-2015 2.9 9.5 8.2 26.4 2.5 8.9 23.2 Sep-2015 2.5 8.3 7.1 24.1 2.0 7.2 18.5 CYE 2015 2.7 x 8.8 x 7.5 x 24.5 x 2.2 x 7.9 x 21.2 x Mar-2016 2.7 8.4 7.5 23.6 2.1 7.4 17.6 Jun-2016 2.4 7.4 6.7 21.2 1.9 7.0 16.2 Sep-2016 2.2 7.0 6.2 22.2 1.9 7.4 19.3 CYE 2016 2.6 x 7.8 x 7.0 x 24.9 x 2.1 x 8.4 x 22.7 x Mar-2017 2.5 7.9 7.0 23.4 1.9 7.7 22.4 Jun-2017 2.5 7.7 6.8 23.6 2.0 8.0 20.3 Sep-2017 2.3 7.3 6.5 23.2 2.1 8.1 22.0 CYE 2017 2.6 x 8.3 x 7.4 x 25.0 x 1.9 x 7.4 x 20.4 x Mar-2018 2.8 8.8 7.8 22.6 1.9 6.9 16.9 Jun-2018 2.8 8.8 7.8 22.6 1.9 7.1 17.4 Sep-2018 2.7 8.5 7.5 21.7 1.8 7.0 17.3 CYE 2018 2.8 x 8.4 x 7.5 x 22.3 x 1.7 x 6.6 x 15.7 x Feb-2019 2.7 7.9 7.1 21.4 1.7 6.4 15.6 Source: IBES, CapIQ as of 01-Feb-2019Note: Ignite Adjusted EBITDA includes cash distributions from equity investments beginning in 2012, assuming projections in line with forward-year actual cash distributions.Ignite Performance in Context 9

Exhibit (c)(15)

STRICTLY PRIVATE & CONFIDENTIAL Key Takeaways Note: Assumes ISC purchase price of $42 / share. Assumes family roll of 16,672,154 shares, which includes roll of 1,752,409 shares and buyout of 1,736,141 shares held by BrianFrance per Katherine Pace on 7-Feb-19. Assumes $100mm in minimum cash in all cases. Nova management has laid out a downside case in which combined Nova + Ignite EBITDA flat lines at $325mm a year, excluding synergies, starting in 2020We have then analyzed Nova’s ability to delever in this downside caseNova management identified multiple levers to improve debt paydown, estimating the following:1— Asset sales resulting in net cash proceeds for debt repayment of $150mm in 2021 and $250mm in 20222— CapEx reduction to a maximum of $80mm a year for Nova + Ignite beginning in 20203— Dividend to family cut from $30mm a year to $20mm a year beginning in 20204— Synergies of $5mm in 2019, $20mm in 2020 and $30mm in 2021 and thereafterAssuming the combined impact of these alternatives, even with no third-party equity contribution Nova will be at a net cash position by 2024 and will only have 0.2 turns of gross leverageShould Nova raise $500mm in third-party equity to reduce initial debt burden, it would be able to repay all debt by 2022 and to delever to net leverage of (1.7)x by 2024This compares to a base case leverage of 2.7x and net leverage of 2.4x by 2024, assuming none of the above alternatives are implemented 1

STRICTLY PRIVATE & CONFIDENTIAL Financial ProfileNASCAR + ISC | Downside Case | All Debt 2019E 2020E 2021E 2022E 2023E 2024E Baseline EBITDA $ 340 $ 325 $ 325 $ 325 $ 325 $ 325 Total Debt $ 1,365 $ 1,287 $ 1,198 $ 1,097 $ 991 $ 880 Gross Leverage 4.0 x 4.0 x 3.7 x 3.4 x 3.0 x 2.7 x Net Synergies $ 5 $ 20 $ 30 $ 30 $ 30 $ 30 Synergized EBITDA $ 345 $ 345 $ 355 $ 355 $ 355 $ 355 Total Debt $ 1,363 $ 1,253 $ 1,105 $ 923 $ 723 $ 506 Gross Leverage 3.9 x 3.6 x 3.1 x 2.6 x 2.0 x 1.4 x Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 Total Debt $ 1,363 $ 1,270 $ 1,004 $ 617 $ 466 $ 310 Gross Leverage 3.9 x 3.7 x 2.8 x 1.7 x 1.3 x 0.9 x Current CapEx Assumption $ 68 $ 118 $ 112 $ 105 $ 105 $ 107 Alternative CapEx Assumption $ 68 $ 80 $ 80 $ 80 $ 80 $ 80 CapEx Adjustment $ 0 $(38) $(32) $(25) $(25) $(27) Total Debt $ 1,363 $ 1,231 $ 931 $ 515 $ 334 $ 144 Gross Leverage 3.9 x 3.6 x 2.6 x 1.4 x 0.9 x 0.4 x Current Dividend Assumption 15 30 30 30 30 30 Alternative Dividend Assumption 15 20 20 20 20 20 Dividend Adjustment $ 0 $(10) $(10) $(10) $(10) $(10) Potential Leverage Profile Total Debt $ 1,363 $ 1,221 $ 910 $ 483 $ 291 $ 89 (-) Cash (100) (100) (100) (100) (100) (100) Net Debt $ 1,263 $ 1,121 $ 810 $ 383 $ 191 $(11) Gross LeverageNet Leverage 3.9 x3.7 3.5 x3.3 2.6 x2.3 1.4 x1.1 0.8 x0.5 0.2 x(0.0) 2

STRICTLY PRIVATE & CONFIDENTIAL Financial ProfileNASCAR + ISC | Downside Case | All Debt 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Baseline Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 340 $ 325 $ 325 $ 325 $ 325 $ 325 0.9 % Adj. EBITDA - Capex $ 180 $ 163 $ 137 $ 204 $ 245 $ 245 $ 245 $ 245 $ 245 10.1 % N + I Media Rights Revenue $ 302 $ 313 $ 324 $ 337 $ 351 $ 365 $ 379 $ 399 $ 416 % Growth 3.6 % 3.6 % 4.1 % 4.0 % 3.9 % 3.8 % 5.4 % 4.2 % Free Cash Flow H2 2019E Adj. EBITDA $ 333 $ 323 $ 307 $170 $ 325 $ 325 $ 325 $ 325 $ 325 (+) Synergies $3 $20 $30 $30 $30 $30 Synergized EBITDA $173 $345 $355 $355 $355 $355 (-) Net Interest Expense (40) (72) (59) (38) (22) (10) (-) Cash Taxes (15) (31) (35) (39) (41) (43) (-) Capital Expenditures (153) (160) (170) (68) (80) (80) (80) (80) (80) (-) Dividends (15) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 35 $ 142 $ 161 $ 178 $ 192 $ 202 % Conversion 20.5 % 43.6 % 49.5 % 54.7 % 59.1 % 62.2 % Net Proceeds from Asset Sales $ 0 $ 150 $ 250 $ 0 $ 0 Balance Sheet 2019E 2020E 2021E 2022E 2023E 2024E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,362 1,220 909 481 289 87 Capital Lease 1 1 1 1 1 1 Total Debt $ 1,363 $ 1,221 $ 910 $ 483 $ 291 $ 89 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) Net Debt $ 1,263 $ 1,121 $ 810 $ 383 $ 191 $(11) Credit Statistics Total Debt / Synergized EBITDA 3.9 x 3.5 x 2.6 x 1.4 x 0.8 x 0.2 x Net Debt / Synergized EBITDA 3.7 3.3 2.3 1.1 0.5 (0.0) S&P Adj. Debt / Synergized EBITDA 4.0 3.6 2.6 1.4 0.9 0.3 Moody's Adj. Debt / Synergized EBITDA 3.8 3.4 2.6 1.5 1.0 0.5 EBITDA / Interest 4.3 x 4.5 x 5.5 x 8.5 x 15.0 x 31.4 x (EBITDA - Capex) / Interest 2.6 3.4 4.2 6.4 11.3 23.7 FCF / Total Debt 2.6 % 11.6 % 17.7 % 36.8 % 66.0 % 228.0 % Cumulative FCF / Initial Total Debt 2.5 % 12.6 % 24.1 % 36.9 % 50.6 % 65.0 % 3

STRICTLY PRIVATE & CONFIDENTIAL Financial ProfileNASCAR + ISC | Downside Case | $500mm Equity Investment 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Baseline Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 340 $ 325 $ 325 $ 325 $ 325 $ 325 0.9 % Adj. EBITDA - Capex $ 180 $ 163 $ 137 $ 204 $ 245 $ 245 $ 245 $ 245 $ 245 10.1 % N + I Media Rights Revenue $ 302 $ 313 $ 324 $ 337 $ 351 $ 365 $ 379 $ 399 $ 416 % Growth 3.6 % 3.6 % 4.1 % 4.0 % 3.9 % 3.8 % 5.4 % 4.2 % Free Cash Flow H2 2019E Adj. EBITDA $ 333 $ 323 $ 307 $170 $ 325 $ 325 $ 325 $ 325 $ 325 (+) Synergies $3 $20 $30 $30 $30 $30 Synergized EBITDA $173 $345 $355 $355 $355 $355 (-) Net Interest Expense (25) (43) (29) (9) 2 3 (-) Cash Taxes (19) (38) (43) (47) (47) (46) (-) Capital Expenditures (153) (160) (170) (68) (80) (80) (80) (80) (80) (-) Dividends (17) (23) (23) (23) (23) (23) Levered Free Cash Flow $ 43 $ 160 $ 180 $ 196 $ 206 $ 208 % Conversion 25.4 % 49.2 % 55.3 % 60.4 % 63.4 % 64.2 % Net Proceeds from Asset Sales $ 0 $ 150 $ 250 $ 0 $ 0 Balance Sheet 2019E 2020E 2021E 2022E 2023E 2024E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 858 698 369 0 0 0 Capital Lease 1 1 1 1 1 1 Total Debt $ 860 $ 700 $ 370 $ 1 $ 1 $ 1 (-) Cash and Cash Equivalents (100) (100) (100) (177) (383) (592) Net Debt $ 760 $ 600 $ 270 $(176) $(382) $(591) Credit Statistics Total Debt / Synergized EBITDA 2.5 x 2.0 x 1.0 x 0.0 x 0.0 x 0.0 x Net Debt / Synergized EBITDA 2.2 1.7 0.8 (0.5) (1.1) (1.7) S&P Adj. Debt / Synergized EBITDA 2.5 2.1 1.1 (0.2) (0.7) (1.3) Moody's Adj. Debt / Synergized EBITDA 2.5 2.1 1.2 0.3 0.3 0.3 EBITDA / Interest 6.8 x 7.5 x 11.2 x 36.2 x (196.7)x (120.9)x (EBITDA - Capex) / Interest 4.1 5.7 8.5 27.3 (148.3) (91.1) FCF / Total Debt 5.0 % 22.9 % 48.6 % NM NM NM Cumulative FCF / Initial Total Debt 4.8 % 22.5 % 42.4 % 64.1 % 86.9 % 110.0 % 4

STRICTLY PRIVATE & CONFIDENTIAL Balance Sheet CapacityNASCAR + ISC | Downside Case Debt Only $500mm Equity Investment Note: Assumes ISC purchase price of $42 / share. Assumes family roll of 16,672,154 shares, which includes roll of 1,752,409 shares and buyout of 1,736,141 shares held by Brian GrossDebt $ 1,398 $ 1,363 $ 1,221 $ 910 $ 483 $ 291 $ 89 (-) Cash $(100) $(100) $(100) $(100) $(100) $(100) $(100) Net Debt $ 1,298 $ 1,263 $ 1,121 $ 810 $ 383 $ 191 $(11) EBITDA(excl. Synergies) $ 324 $ 340 $ 325 $ 325 $ 325 $ 325 $ 325 GrossDebt $ 903 $ 860 $ 700 $ 370 $ 1 $ 1 $ 1 (-) Cash $(100) $(100) $(100) $(100) $(177) $(383) $(592) Net Debt $ 803 $ 760 $ 600 $ 270 $(176) $(382) $(591) EBITDA(excl. Synergies) $ 324 $ 340 $ 325 $ 325 $ 325 $ 325 $ 325 4.3 x 3.9 x 3.5 x 2.6 x 1.4 x 0.8 x 4.0 x 3.7 x 3.3 x 2.3 x 1.1 x 0.5 x0.2 x (0.0)x PF(30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E 2.8 x France per Katherine Pace on 7-Feb-19. Assumes $100mm in minimum cash in all cases. 5 2.5 x 1.0 x 0.0 x 0.0 x 0.0 x 2.5 x 2.2 x 2.0 x1.7 x 0.8 x (0.5)x(1.1)x(1.7)x PF(30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E

Exhibit (c)(16)

STRICTLY PRIVATE & CONFIDENTIAL Project O2 Response to Ignite | Talking Points Goldman, Sachs & Co LLC February 20, 2019

STRICTLY PRIVATE & CONFIDENTIAL 2 Response to IgniteKey Talking Points Family pleased that Committee agrees the acquisition of Ignite is critical to the future of the sport and wants to reach terms that are agreeable to all partiesHowever, given operating trends (attendance, ratings/viewership, sponsorship, etc), Family also views this as a turnaround situation with all the attendant risksAll of risks are being assumed by the Family given they are rolling all of their equity into the combination, which represents the bulk of their net worth while public shareholders get cashed out with value certainty at a high priceCommittee ask of $54/share doesn’t reflect the risks of executing the turnaround and risk of the significant debt burden given the financing requirements of the transactionMoreover, Family highlights key near-term and long-term risks to the Ignite standalone planThere is downside risk to Ignite’s 2019 estimates; Ignite has missed the top end of its EPS guidance for over five years straight. The actual results were below top of guidance for EPS, which serves as a proxy for the internal management plan.Media rights could actually renew at a lower amount in 2024, particularly given viewership trends, and teams may demand a larger share of the media rights as early as 2020 – either of which would have significant negative value implications for IgniteGrowth / turnaround plan that Special Committee previously reviewed was really a Camaro plan and is not executable without their support. For example, industry efforts to develop growth initiatives have struggled, as evidenced by Formula One’s OTT strategy (technical bugs, delayed launch until a month after the season already started)

STRICTLY PRIVATE & CONFIDENTIAL 2 Response to IgniteKey Talking Points (Cont’d) Family proposal of $42/share has already pushed them well beyond the normal operating levels on leverage and greatly stretched ability to payProposal requires $1.5bn of debt, resulting in pro forma leverage of over 4.5xTotal amount of debt and ensuing leverage ratio are well north of any normal operating level for either business and for the Family – debt amount represents nearly 6x Ignite’s EBITDA (Note: Brown & Brown operates at less than 2x gross leverage with an investment grade rating)Given these continued weak operating trends (as evidenced by Ignite’s fourth quarter results) as well as weaker debt markets (cost of debt has increased over 50bps in three months), Family feels as though its $42/share proposal has already become more expensive, pushing them further out of their comfort zoneHowever, Family willing to increase its proposal to $42.50/share as show of good-faith negotiation and in an effort to close this outIf Committee is not willing to transact in this neighborhood, Family would rather know now because it is not worth doing any more work – Family would prefer to withdraw their proposal and return to running the business

STRICTLY PRIVATE & CONFIDENTIAL 2 Selected Key Risks to Ignite Standalone Value Event attendance trends could continue their long-term downward trend – Ignite admissions revenue is half what it was ten years ago ($236 million in 2008, $112 million in 2018)Viewership continues to decline at a materially worse rate than other sports (down 45% since 2005)More sponsors could fail to renew their agreements, and new sponsors could sign agreements at lower rates (ashappened in many recent sponsorship losses, or recent notable losses such as DC Solar)Capital expenditure requirements could be significantly larger than expected in order to modernize the rest of the tracks outside of Daytona and PhoenixMedia rights after 2025 could renew at lower amounts given viewership trends in the sport and lack of profitability from Fox / Comcast perspectiveTeams could demand larger share of media rights after 2020, decreasing Ignite’s share and therefore its profitabilitySanction agreement renewal after 2021 could negatively impact the economics of the sport and operating the tracksShift to electrification and ride-sharing could divert car manufacturer dollars away from motorsports and into research & development of new cars and new servicesHigh leverage and non-investment grade credit profile increase risk to the shareholdersExisting litigation may create additional expenseStandalone Ignite earnings for 2019 could be lower than forecast, as they have been for each of the last five years

STRICTLY PRIVATE & CONFIDENTIAL Appendix A: Supporting Analysis

STRICTLY PRIVATE & CONFIDENTIAL FY 2017 FY 2018 Ignite Track RecordBeginning of Year Guidance vs. Actual Results Note: EBITDA includes cash distributions from equity income. Guidance Actual $ ∆ % ∆ $ 680 - $ 695 $ 675 $(20) (2.9)% $ 241 - $ 252 $ 231 $(21) (8.2)% $ 1.90 - $ 2.10 $ 1.85 $(0.25) (11.9)% Guidance Actual $ ∆ % ∆ Revenue $ 660 - $ 670 $ 671 $ 1 0.2 % EBITDA $ 234 - $ 245 $ 241 $(4) (1.4)% EPS $ 1.50 - $ 1.65 $ 1.61 $(0.04) (2.4)% FY 2014 FY 2015 FY 2016 Guidance Actual $ ∆ % ∆ Revenue $ 615 - $ 630 $ 652 $ 22 3.5 % EBITDA $ 206 - $ 218 $ 216 $(2) (0.8)% EPS $ 1.30 - $ 1.50 $ 1.42 $(0.08) (5.3)% Guidance Actual $ ∆ % ∆ $ 615 - $ 630 $ 645 $ 15 2.4 % $ 200 - $ 217 $ 230 $ 13 5.9 % $ 1.30 - $ 1.50 $ 1.44 $(0.06) (4.0)% Guidance Actual $ ∆ % ∆ $ 660 - $ 670 $ 661 $(9) (1.3)% $ 242 - $ 253 $ 239 $(14) (5.6)% $ 1.45 - $ 1.60 $ 1.48 $(0.12) (7.5)% 6 Supporting Analysis

STRICTLY PRIVATE & CONFIDENTIAL Leverage Multiple Status Quo Txn. Adj. Pro Forma IgniteStandalone Ignite +Nova Coupon Maturity Cash $ 22 $ 78 $ 100 Revolver 36 (36) 0 L + 1.25 % Aug-23 Private Placement 29 (29) 0 L + 1.25 % Aug-23 Term Loan 50 (50) 0 Capital Leases 1 0 1 New Revolver 0 0 0 L + 3.25 % 5 years New TLB 0 1,474 1,474 L + 3.25 % 7 years Total Debt $ 116 $ 1,476 6.0 x 4.6 x LTM Adj. EBITDA (as of 30-Jun-2019) $ 246 $ 324 LTM CapEx (as of 30-Jun-2019) $ 135 $ 153 LTM Adj. EBITDA - CapEx (as of 30-Jun-2019) $ 111 $ 171 Sources Uses Rolled Equity in Ignite (14.9mm shares) Nova Cash on Balance SheetIgnite Cash on Balance Sheet New RevolverNew First Lien Term Loan $ 63422269- 1,474 Purchase Ignite Equity (43.4mm FD shares) Paydown Nova DebtPaydown Ignite Debt Fees and Expenses Cash to Balance Sheet $ 1,84611426475100 Total Source $ 2,399 Total Uses $ 2,399 Pro Forma Leverage Overview Nova + Ignite || $42.50 / Share Ignite Offer Price || $2.4bn Financing Need($ in millions) Note: Assumes PF EBITDA of $324mm as of transaction close (30-Jun-2019) which includes cash distributions from equity investments (~30mm per year). Assumes family roll of 14,919,745 shares, which assumes buyout of 3,488,550 shares held by Brian France for cash. Assumes $100mm in minimum cash and $75mm fees and expenses.Supporting Analysis 7

STRICTLY PRIVATE & CONFIDENTIAL Leverage Multiple Status Quo Txn. Adj. Pro Forma IgniteStandalone Ignite +Nova Coupon Maturity Cash $ 22 $ 78 $ 100 Revolver 36 (36) 0 L + 1.25 % Aug-23 Private Placement 29 (29) 0 L + 1.25 % Aug-23 Term Loan 50 (50) 0 Capital Leases 1 0 1 New Revolver 0 0 0 L + 3.25 % 5 years New TLB 0 1,489 1,489 L + 3.25 % 7 years Total Debt $ 116 $ 1,490 6.1 x 4.6 x LTM Adj. EBITDA (as of 30-Jun-2019) $ 246 $ 324 LTM CapEx (as of 30-Jun-2019) $ 135 $ 153 LTM Adj. EBITDA - CapEx (as of 30-Jun-2019) $ 111 $ 171 Sources Uses Rolled Equity in Ignite (14.9mm shares) Nova Cash on Balance SheetIgnite Cash on Balance Sheet New RevolverNew First Lien Term Loan $ 64222269- 1,489 Purchase Ignite Equity (43.4mm FD shares) Paydown Nova DebtPaydown Ignite Debt Fees and Expenses Cash to Balance Sheet $ 1,86711426475100 Total Source $ 2,421 Total Uses $ 2,421 Pro Forma Leverage Overview Nova + Ignite || $43.00 / Share Ignite Offer Price || $2.4bn Financing Need($ in millions) Note: Assumes PF EBITDA of $324mm as of transaction close (30-Jun-2019) which includes cash distributions from equity investments (~30mm per year). Assumes family roll of 14,919,745 shares, which assumes buyout of 3,488,550 shares held by Brian France for cash. Assumes $100mm in minimum cash and $75mm fees and expenses.Supporting Analysis 8

STRICTLY PRIVATE & CONFIDENTIAL Leverage Multiple Status Quo Txn. Adj. Pro Forma IgniteStandalone Ignite +Nova Coupon Maturity Cash $ 22 $ 78 $ 100 Revolver 36 (36) 0 L + 1.25 % Aug-23 Private Placement 29 (29) 0 L + 1.25 % Aug-23 Term Loan 50 (50) 0 Capital Leases 1 0 1 New Revolver 0 0 0 L + 3.25 % 5 years New TLB 0 1,503 1,503 L + 3.25 % 7 years Total Debt $ 116 $ 1,504 6.1 x 4.6 x LTM Adj. EBITDA (as of 30-Jun-2019) $ 246 $ 324 LTM CapEx (as of 30-Jun-2019) $ 135 $ 153 LTM Adj. EBITDA - CapEx (as of 30-Jun-2019) $ 111 $ 171 Sources Uses Rolled Equity in Ignite (14.9mm shares) Nova Cash on Balance SheetIgnite Cash on Balance Sheet New RevolverNew First Lien Term Loan $ 64922269- 1,503 Purchase Ignite Equity (43.4mm FD shares) Paydown Nova DebtPaydown Ignite Debt Fees and Expenses Cash to Balance Sheet $ 1,88911426475100 Total Source $ 2,443 Total Uses $ 2,443 Pro Forma Leverage Overview Nova + Ignite || $43.50 / Share Ignite Offer Price || $2.4bn Financing Need($ in millions) Note: Assumes PF EBITDA of $324mm as of transaction close (30-Jun-2019) which includes cash distributions from equity investments (~30mm per year). Assumes family roll of 14,919,745 shares, which assumes buyout of 3,488,550 shares held by Brian France for cash. Assumes $100mm in minimum cash and $75mm fees and expenses.Supporting Analysis 9

STRICTLY PRIVATE & CONFIDENTIAL Leverage Multiple Status Quo Txn. Adj. Pro Forma IgniteStandalone Ignite +Nova Coupon Maturity Cash $ 22 $ 78 $ 100 Revolver 36 (36) 0 L + 1.25 % Aug-23 Private Placement 29 (29) 0 L + 1.25 % Aug-23 Term Loan 50 (50) 0 Capital Leases 1 0 1 New Revolver 0 0 0 L + 3.25 % 5 years New TLB 0 1,517 1,517 L + 3.25 % 7 years Total Debt $ 116 $ 1,519 6.2 x 4.7 x LTM Adj. EBITDA (as of 30-Jun-2019) $ 246 $ 324 LTM CapEx (as of 30-Jun-2019) $ 135 $ 153 LTM Adj. EBITDA - CapEx (as of 30-Jun-2019) $ 111 $ 171 Sources Uses Rolled Equity in Ignite (14.9mm shares) Nova Cash on Balance SheetIgnite Cash on Balance Sheet New RevolverNew First Lien Term Loan $ 65622269- 1,517 Purchase Ignite Equity (43.4mm FD shares) Paydown Nova DebtPaydown Ignite Debt Fees and Expenses Cash to Balance Sheet $ 1,91111426475100 Total Source $ 2,464 Total Uses $ 2,464 Pro Forma Leverage Overview Nova + Ignite || $44.00 / Share Ignite Offer Price || $2.5bn Financing Need($ in millions) Note: Assumes PF EBITDA of $324mm as of transaction close (30-Jun-2019) which includes cash distributions from equity investments (~30mm per year). Assumes family roll of 14,919,745 shares, which assumes buyout of 3,488,550 shares held by Brian France for cash. Assumes $100mm in minimum cash and $75mm fees and expenses.Supporting Analysis 10

STRICTLY PRIVATE & CONFIDENTIAL Illustrative Fees & Expenses Schedule($ in millions) GS / BDT Fees 26.0 Debt Fees (2%) 29.5 Other Expenses (incl. DBO, Baker Botts, Wachtell, and any additional debt refinancing costs) 19.5 Total Fees $ 75.0 11 Supporting Analysis

STRICTLY PRIVATE & CONFIDENTIAL Appendix B: Additional Talking Points

STRICTLY PRIVATE & CONFIDENTIAL Ignite Valuation Arguments & Rebuttals 1 Ignite Argument: Timing of offer is opportunisticStock fell from low/mid 40s to mid/high 30s after third quarter 2018 earningsBusiness hasn’t materially changed in only one quarter“Right” reference price for a premium should be longer period of time (i.e. based off $40-$45/share)GS RebuttalIgnite share price represents the market price for the stock at the timeShare prices prior to third quarter earnings are not relevantThird quarter represented material information to the market about underlying performance of the businessMost of 2018 was disturbed given rumors of consolidation that commenced around Daytona race in early 2018Ignite shareholders support the transaction – offer is a significant premium (~20%) to the estimated cost basis of $35/share for the top ten shareholders2 Ignite Argument: Media rights will increase in value at next renewal, value of which Nova will captureGeneral industry trend of rights renewing at higher valuesOther sports are declining in viewership at similar rates but still renewing upGS RebuttalComcast and Fox are losing significant sums on the current deal, hence highly unlikely they would renew higher at higher ratesNova underlying trends are materially worse than other sports – MLB/NBA/NFL down mid single digits over several years (and NFL actually up this year), while Nova down 2-3x that (viewership down 45% since 2005)Moreover, Ignite’s current 65% share of the media deal is at risk given funding requirements of the teams; this share likely tobe revisited in 2020 13 Additional Talking Points

STRICTLY PRIVATE & CONFIDENTIAL Ignite Valuation Arguments & RebuttalsCont’d 3 Ignite Argument: 2019 trends are strong and stock will be higherSome pre-sale indicators are up year-over-year22x P/E multiple is historical ‘norm’ for IgniteInternal management plan 2019 EPS is modestly above the high end of guidance (which is $2.15 EPS), implying stock price of~$47/shareGS RebuttalQ4 results were very weak, as was guidance – no evidence of stronger trendsOutside of the media deal, which only increases due to contractual escalators, Ignite revenues are shrinking and have been for yearsRace attendance down an estimated 17% in 2017Admissions revenue at Ignite half of what it was 10 years ago ($236 million in 2008, $112 million today)Numerous sponsorship losses, mostly notably Sprint, Loew’s, Target, Home Depot, and 5-hour Energy among recent departuresIgnite has a track record of missing numbers – EPS results have been lower than guidance for over five years in a rowGiven capital requirements at tracks generally, EBITDA-CapEx multiples are only relevant metric; proposal represents 25x 2018 EBITDA-CapEx and is very full – higher than peers and other transactionsMoreover, majority of tracks require extensive renovation and capital expenditure (like Daytona and Phoenix) in 2019 and beyond; looking at only a 2019 misses the long-term outlook and value drivers for the business – extremely difficult to execute such investment in the public domain 14 Additional Talking Points

STRICTLY PRIVATE & CONFIDENTIAL Ignite Valuation Arguments & RebuttalsCont’d 4 Ignite Argument: Nova has significantly higher ability-to-pay driven by synergiesSignificant synergies from consolidation of Nova/IgniteCamaro/growth plan represents $486 million of additional EBITDA – significant value for NovaNova should pay Ignite shareholders more upfront for that value creationGS RebuttalCamaro plan not relevant – this transaction is no longer on the tableMuch of value creation driven by Camaro in that plan – not feasible without themFamily is taking all the risk of executing the combined business plan and rolling all of their net worth into the combination, while Ignite shareholders are receiving certain value given all cash considerationExecuting the turnaround much more appropriate in private context – such plan cannot be executed for Ignite on its own or as a public companyGrowth strategies have struggled in the industry (for example, Formula One’s continually delayed OTT launch)5 Ignite Argument: Nova can access many sources of capital to increase its priceFinancing need is feasible with numerous options for additional capitalNova could raise equity to increase priceGS RebuttalFamily already at the “pin of their collar” to finance $42/share$42 is more expensive today given change in debt markets over past three months$1.5bn of debt is far outside Nova’s comfort zone – over 4x leverage; another company where Special Committee members are involved (Brown and Brown) operates at less than 2x gross leverage with an investment grade ratingDebt capital has become significantly more expensive (50bps +) since proposal was made over three months agoFamily already rolling all their equity; no room to increase equity contributionThird-party equity capital would be the most expensive, and therefore reduce Nova’s ability to pay, not increase it 15 Additional Talking Points

STRICTLY PRIVATE & CONFIDENTIAL 16 Additional Talking Points Formula 1 OTT Launch Overview In early March, Formula 1 announced that its new OTT service would be ready early in the season, which would begin later that month in MelbourneIn late March, however, this launch date was delayed; a spokesperson said Formula 1 was doing a “stress test / beta test session” during the Melbourne weekend with “the aim to be fully operational as soon as possible”When the product was finally debuted officially at the Spanish Grand Pix race in May 2018, the service faced significant technical issues which interfered with viewers’ ability to watch the live streamIssues included substantial buffering, no audio, delays from live linear displays and other delays; similar issues then occurred at the Company’s next race at MonacoCEO Chase Carey acknowledged that the launch was plagued by “more glitches than we’d hope for” and noted that 2018 would be a “beta year” for digital initiativesAdditionally, for the first few months, the service was only available on desktop; it was not until September that Formula 1 began making the streaming service available on mobileOn the Company’s 2018 Q2 earnings call, Carey acknowledged that their goal for the season remains to “improve technology and content of the platform to enable a full commercial launch next season”

Exhibit (c)(17)

Exhibit (c)(18)

STRICTLY PRIVATE & CONFIDENTIAL Project O2 Counter Proposal Considerations($ in millions) Note: Assumes PF EBITDA of $324mm as of transaction close (30-Jun-2019) which includes cash distributions from equity investments (~30mm per year). Assumes family roll of 14,919,745 shares,which assumes buyout of 3,488,550 shares held by Brian France for cash. Assumes $100mm in minimum cash and $75mm fees and expenses.1 Proposal Price Per Share % Increase / (Decrease) to Proposal % Implied Premium to Undisturbed 30- Day VWAP Implied Ignite Enterprise Value $ EV Increase / (Decrease) to Proposal PF Gross Debt (30-Jun-2019) $ Debt Increase/ (Decrease) to Proposal PF Gross Leverage(30-Jun-2019) Ignite Original Proposal $ 54.00 28.6 % 46.3 % $ 2,341 $ 521 $ 1,804 $ 342 5.5 x Ignite Current Proposal 50.00 19.0 % 35.5 % 2,167 348 1,690 228 5.2 Ignite Share Price 49.00 16.7 % 32.8 % 2,123 304 1,661 200 5.1 Ignite Share Price 48.00 14.3 % 30.0 % 2,080 261 1,633 171 5.0 Ignite Share Price 47.00 11.9 % 27.3 % 2,036 217 1,604 143 4.9 Ignite Share Price 46.00 9.5 % 24.6 % 1,993 174 1,576 114 4.8 Ignite Share Price 45.00 7.1 % 21.9 % 1,950 130 1,547 86 4.7 Ignite Share Price 44.00 4.8 % 19.2 % 1,906 87 1,519 57 4.7 Ignite Share Price 43.50 3.6 % 17.9 % 1,884 65 1,504 43 4.6 Ignite Share Price 43.00 2.4 % 16.5 % 1,863 43 1,490 29 4.6 Nova Current Proposal 42.50 1.2 % 15.1 % 1,841 22 1,476 14 4.5 Nova Original Proposal 42.00 0.0 % 13.8 % 1,819 0 1,462 0 4.5

Exhibit (c)(19)

STRICTLY PRIVATE & CONFIDENTIAL Project O2 Downside Analysis March 4th, 2019

STRICTLY PRIVATE & CONFIDENTIAL 2 Key TakeawaysDetailed Leverage Analysis We analyzed leverage multiples assuming a downside scenario including:5% annual decline in Ignite admissions revenue, all of which flows through to EBITDA5% annual decline in food, beverage, and merchandise revenue, assuming a 30% EBITDA margin5% increase in purse money to teams, all of which comes out of the tracks’ allocation2% decline in NASCAR sponsorship revenue, assuming an 80% EBITDA marginAssumes a $44 per share purchase price and buyout for cash of all Brian France sharesAssuming a Sensitivity Case including the downside scenario and implementation of levers to decrease leverage (including synergies, capital expenditures phased down to ~$100mm in 2020 and capped at $80mm in 2021+, dividends to the France family cut to $25mm in 2020 and to $20mm in 2021+ and proceeds from asset sales of$150mm in 2021 and $150mm in 2022), Nova can delever to:1.2x gross leverage by 2024 assuming all debt at L+3251.4x gross leverage by 2024 assuming all debt at L+450No leverage by 2024 assuming $500mm of equityWithout these levers, assuming the “worst-case scenario” (“Downside Case”), Nova can delever to:3.6x gross leverage by 2024 assuming all debt at L+3253.8x gross leverage by 2024 assuming all debt at L+4501.7x gross leverage by 2024 assuming $500mm of equity and remainder of debt at L+3251.9x gross leverage by 2024 assuming $500mm of equity and remainder of debt at L+420In the Baseline Case Nova ends 2024 with 1.5x gross leverage (assuming all debt at L+325) and 1.6x gross leverage (assuming all debt at L+450)Nova reduces leverage by approximately 0.5x turns of EBITDA annually; if media rights after 2024 were reduced by 25%, Nova’s leverage would remain relatively flat commencing in 2025 but would still delever at about 0.4x thereafter Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash). Assumes $100mm in minimum cash and $75mm fees and expenses.

STRICTLY PRIVATE & CONFIDENTIAL 2 Selected Key Risks to Ignite Standalone Value Event attendance trends could continue their long-term downward trend – Ignite admissions revenue is half what it was ten years ago ($236 million in 2008, $112 million in 2018)Viewership continues to decline at a materially worse rate than other sports (down 45% since 2005)More sponsors could fail to renew their agreements, and new sponsors could sign agreements at lower rates (as happened in many recent sponsorship losses, or recent notable losses such as DC Solar)Capital expenditure requirements could be significantly larger than expected in order to modernize the rest of the tracks outside of Daytona and PhoenixMedia rights after 2025 could renew at lower amounts given viewership trends in the sport and lack of profitability from Fox / Comcast perspectiveTeams could demand larger share of media rights after 2020, decreasing Ignite’s share and therefore its profitabilitySanction agreement renewal after 2021 could negatively impact the economics of the sport and operating the tracksShift to electrification and ride-sharing could divert car manufacturer dollars away from motorsports and into research & development of new cars and new servicesHigh leverage and non-investment grade credit profile increase risk to the shareholdersExisting litigation may create additional expenseStandalone Ignite earnings for 2019 could be lower than forecast, as they have been for each of the last five yearsNova tax profile may change due to change in laws or change in accelerated depreciation rules

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Baseline Case || $44 / Share || All Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 326 $ 345 $ 368 $ 401 $ 426 $ 438 $ 450 6.6 % % Margin 23.3 % 22.7 % 21.4 % 22.3 % 23.1 % 24.0 % 25.0 % 25.5 % 25.2 % 24.9 % Free Cash Flow H1 2019E H2 2019E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $173 $173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Net Interest Expense (43) (80) (73) (65) (55) (44) (-) Cash Taxes (14) (35) (44) (51) (54) (59) (-) Capital Expenditures (153) (160) (170) (68) (68) (118) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 32 $ 105 $ 142 $ 176 $ 194 $ 211 % Conversion 18.7 % PF 28.5 % 35.5 % 41.2 % 44.2 % 46.8 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,519 $ 1,486 $ 1,381 $ 1,239 $ 1,063 $ 869 $ 658 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,419 $ 1,386 $ 1,281 $ 1,139 $ 963 $ 769 $ 558 Gross Leverage 4.7 x 4.3 x 3.7 x 3.1 x 2.5 x 2.0 x 1.5 x Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. 4

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Baseline Case || $44 / Share || All Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 326 $ 345 $ 368 $ 401 $ 426 $ 438 $ 450 6.6 % % Margin 23.3 % 22.7 % 21.4 % 22.3 % 23.1 % 24.0 % 25.0 % 25.5 % 25.2 % 24.9 % Free Cash Flow H1 2019E H2 2019E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $173 $173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Net Interest Expense (53) (99) (91) (82) (71) (58) (-) Cash Taxes (12) (30) (39) (46) (50) (55) (-) Capital Expenditures (153) (160) (170) (68) (68) (118) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 25 $ 91 $ 129 $ 163 $ 182 $ 200 % Conversion 14.6 % PF 24.7 % 32.1 % 38.3 % 41.5 % 44.5 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,519 $ 1,493 $ 1,402 $ 1,273 $ 1,110 $ 928 $ 728 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,419 $ 1,393 $ 1,302 $ 1,173 $ 1,010 $ 828 $ 628 Gross Leverage 4.7 x 4.3 x 3.8 x 3.2 x 2.6 x 2.1 x 1.6 x Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. 4

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $44 / Share || All Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (43) (83) (80) (77) (73) (69) (-) Cash Taxes (12) (25) (20) (21) (20) (21) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 24 $ 19 $ 70 $ 83 $ 89 $ 93 % Conversion PF 14.6 % 5.9 % 22.4 % 26.4 % 28.0 % 29.2 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,519 $ 1,495 $ 1,475 $ 1,406 $ 1,322 $ 1,233 $ 1,140 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,419 $ 1,395 $ 1,375 $ 1,306 $ 1,222 $ 1,133 $ 1,040 Gross Leverage 4.8 x 4.6 x 4.5 x 4.5 x 4.2 x 3.9 x 3.6 x Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. 4

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $44 / Share || All Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (43) (80) (68) (52) (39) (29) (-) Cash Taxes (12) (31) (31) (35) (37) (39) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(15) (99)(25) (80)(20) (80)(20) (80)(20) (80)(20) Levered Free Cash Flow $ 26 $ 115 $ 143 $ 159 $ 171 $ 182 % Conversion 15.6 % 32.8 % 41.8 % 46.0 % 49.3 % 52.0 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,519 $ 1,493 $ 1,378 $ 1,085 $ 776 $ 604 $ 423 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,419 $ 1,393 $ 1,278 $ 985 $ 676 $ 504 $ 323 Gross Leverage 4.8 x 4.5 x 3.9 x 3.2 x 2.2 x 1.7 x 1.2 x Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. 4

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $44 / Share || All Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (53) (103) (100) (97) (93) (89) (-) Cash Taxes (9) (20) (15) (15) (15) (15) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 17 $ 5 $ 55 $ 69 $ 74 $ 78 % Conversion PF 10.3 % 1.5 % 17.7 % 21.7 % 23.3 % 24.5 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,519 $ 1,502 $ 1,497 $ 1,442 $ 1,373 $ 1,299 $ 1,221 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,419 $ 1,402 $ 1,397 $ 1,342 $ 1,273 $ 1,199 $ 1,121 Gross Leverage 4.8 x 4.6 x 4.5 x 4.6 x 4.3 x 4.1 x 3.8 x Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. 4

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $44 / Share || All Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (53) (99) (85) (66) (51) (40) (-) Cash Taxes (10) (26) (26) (31) (34) (36) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(15) (99)(25) (80)(20) (80)(20) (80)(20) (80)(20) Levered Free Cash Flow $ 18 $ 101 $ 130 $ 149 $ 162 $ 174 % Conversion 11.3 % 28.9 % 38.1 % 42.9 % 46.7 % 49.7 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,519 $ 1,500 $ 1,399 $ 1,119 $ 820 $ 658 $ 484 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,419 $ 1,400 $ 1,299 $ 1,019 $ 720 $ 558 $ 384 Gross Leverage 4.8 x 4.6 x 4.0 x 3.3 x 2.4 x 1.9 x 1.4 x Note: Assumes ISC purchase price of $44 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. 4

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $44 / Share || $500mm Equity Investment || Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (29) (55) (51) (47) (41) (35) (-) Cash Taxes (15) (32) (27) (28) (29) (29) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (18) (35) (35) (35) (35) (35) Levered Free Cash Flow $ 32 $ 35 $ 86 $ 101 $ 107 $ 113 % Conversion PF 19.6 % 10.7 % 27.7 % 31.9 % 33.8 % 35.3 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,034 $ 1,002 $ 967 $ 880 $ 779 $ 672 $ 559 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 934 $ 902 $ 867 $ 780 $ 679 $ 572 $ 459 Gross Leverage 3.3 x 3.1 x 2.9 x 2.8 x 2.5 x 2.1 x 1.7 x 10

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $44 / Share || $500mm Equity Investment || Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (29) (52) (39) (21) (7) 0 (-) Cash Taxes (16) (38) (38) (43) (45) (46) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(18) (99)(29) (80)(23) (80)(23) (80)(23) (80)(23) Levered Free Cash Flow $ 34 $ 132 $ 161 $ 178 $ 192 $ 200 % Conversion 20.5 % 37.6 % 47.2 % 51.6 % 55.2 % 57.2 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,034 $ 1,000 $ 868 $ 557 $ 228 $ 37 $ 1 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (265) Net Debt $ 934 $ 900 $ 768 $ 457 $ 128 $(63) $(264) Gross Leverage 3.3 x 3.0 x 2.5 x 1.6 x 0.7 x 0.1 x 0.0 x 11

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $44 / Share || $500mm Equity Investment || Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (35) (68) (64) (59) (53) (46) (-) Cash Taxes (14) (29) (24) (25) (26) (26) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (18) (35) (35) (35) (35) (35) Levered Free Cash Flow $ 27 $ 26 $ 77 $ 92 $ 99 $ 105 % Conversion PF 16.7 % 7.8 % 24.6 % 29.0 % 31.1 % 32.8 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,034 $ 1,007 $ 981 $ 904 $ 812 $ 714 $ 609 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 934 $ 907 $ 881 $ 804 $ 712 $ 614 $ 509 Gross Leverage 3.3 x 3.1 x 3.0 x 2.9 x 2.6 x 2.2 x 1.9 x 12

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $44 / Share || $500mm Equity Investment || Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (35) (64) (49) (28) (10) (1) (-) Cash Taxes (14) (35) (36) (41) (45) (46) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(18) (99)(29) (80)(23) (80)(23) (80)(23) (80)(23) Levered Free Cash Flow $ 29 $ 123 $ 154 $ 174 $ 189 $ 199 % Conversion 17.6 % 35.0 % 45.0 % 50.2 % 54.4 % 56.9 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,034 $ 1,005 $ 882 $ 578 $ 255 $ 65 $ 1 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (235) Net Debt $ 934 $ 905 $ 782 $ 478 $ 155 $(35) $(234) Gross Leverage 3.3 x 3.1 x 2.5 x 1.7 x 0.7 x 0.2 x 0.0 x 13

STRICTLY PRIVATE & CONFIDENTIAL Appendix A: Analysis at $45 / Share

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Baseline Case || $45 / Share || All Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 326 $ 345 $ 368 $ 401 $ 426 $ 438 $ 450 6.6 % % Margin 23.3 % 22.7 % 21.4 % 22.3 % 23.1 % 24.0 % 25.0 % 25.5 % 25.2 % 24.9 % Free Cash Flow H1 2019E H2 2019E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $173 $173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Net Interest Expense (44) (82) (75) (67) (57) (46) (-) Cash Taxes (14) (34) (43) (50) (54) (58) (-) Capital Expenditures (153) (160) (170) (68) (68) (118) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 32 $ 104 $ 141 $ 174 $ 192 $ 209 % Conversion 18.3 % PF 28.2 % 35.2 % 40.9 % 43.9 % 46.5 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,547 $ 1,515 $ 1,412 $ 1,270 $ 1,096 $ 904 $ 694 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,447 $ 1,415 $ 1,312 $ 1,170 $ 996 $ 804 $ 594 Gross Leverage 4.7 x 4.4 x 3.8 x 3.2 x 2.6 x 2.1 x 1.5 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. Analysis at $45 / Share 15

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Baseline Case || $45 / Share || All Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 326 $ 345 $ 368 $ 401 $ 426 $ 438 $ 450 6.6 % % Margin 23.3 % 22.7 % 21.4 % 22.3 % 23.1 % 24.0 % 25.0 % 25.5 % 25.2 % 24.9 % Free Cash Flow H1 2019E H2 2019E Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $173 $173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Net Interest Expense (54) (101) (93) (84) (74) (61) (-) Cash Taxes (11) (29) (38) (45) (50) (54) (-) Capital Expenditures (153) (160) (170) (68) (68) (118) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 24 $ 90 $ 127 $ 161 $ 180 $ 198 % Conversion 14.2 % PF 24.3 % 31.7 % 37.9 % 41.1 % 44.1 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,547 $ 1,523 $ 1,433 $ 1,306 $ 1,144 $ 964 $ 766 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,447 $ 1,423 $ 1,333 $ 1,206 $ 1,044 $ 864 $ 666 Gross Leverage 4.7 x 4.4 x 3.9 x 3.3 x 2.7 x 2.2 x 1.7 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. Analysis at $45 / Share 16

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $45 / Share || All Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (44) (85) (82) (79) (75) (71) (-) Cash Taxes (11) (24) (19) (20) (20) (20) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 23 $ 18 $ 69 $ 82 $ 87 $ 92 % Conversion PF 14.3 % 5.5 % 22.0 % 25.9 % 27.5 % 28.7 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,547 $ 1,524 $ 1,506 $ 1,437 $ 1,355 $ 1,268 $ 1,176 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,447 $ 1,424 $ 1,406 $ 1,337 $ 1,255 $ 1,168 $ 1,076 Gross Leverage 4.9 x 4.7 x 4.6 x 4.6 x 4.3 x 4.0 x 3.7 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. Analysis at $45 / Share 17

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $45 / Share || All Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (44) (82) (70) (54) (41) (32) (-) Cash Taxes (12) (30) (30) (34) (37) (38) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(15) (99)(25) (80)(20) (80)(20) (80)(20) (80)(20) Levered Free Cash Flow $ 25 $ 114 $ 142 $ 158 $ 170 $ 180 % Conversion 15.2 % 32.5 % 41.5 % 45.6 % 48.9 % 51.5 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,547 $ 1,522 $ 1,408 $ 1,116 $ 809 $ 639 $ 459 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,447 $ 1,422 $ 1,308 $ 1,016 $ 709 $ 539 $ 359 Gross Leverage 4.9 x 4.6 x 4.0 x 3.3 x 2.3 x 1.8 x 1.3 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. Analysis at $45 / Share 18

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $45 / Share || All Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (54) (105) (103) (100) (96) (92) (-) Cash Taxes (9) (19) (14) (15) (15) (15) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (15) (30) (30) (30) (30) (30) Levered Free Cash Flow $ 16 $ 3 $ 54 $ 67 $ 72 $ 76 % Conversion PF 9.8 % 1.0 % 17.2 % 21.1 % 22.7 % 23.9 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,547 $ 1,531 $ 1,528 $ 1,474 $ 1,407 $ 1,335 $ 1,259 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,447 $ 1,431 $ 1,428 $ 1,374 $ 1,307 $ 1,235 $ 1,159 Gross Leverage 4.9 x 4.7 x 4.6 x 4.7 x 4.5 x 4.2 x 3.9 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. Analysis at $45 / Share 19

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $45 / Share || All Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (54) (101) (88) (69) (54) (43) (-) Cash Taxes (9) (25) (26) (31) (33) (35) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(15) (99)(25) (80)(20) (80)(20) (80)(20) (80)(20) Levered Free Cash Flow $ 18 $ 100 $ 129 $ 147 $ 161 $ 172 % Conversion 10.8 % 28.4 % 37.6 % 42.4 % 46.2 % 49.2 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,547 $ 1,529 $ 1,430 $ 1,151 $ 854 $ 694 $ 522 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 1,447 $ 1,429 $ 1,330 $ 1,051 $ 754 $ 594 $ 422 Gross Leverage 4.9 x 4.7 x 4.1 x 3.4 x 2.5 x 2.0 x 1.5 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $75mm fees and expenses. Analysis at $45 / Share 20

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $45 / Share || $500mm Equity Investment || Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (30) (57) (53) (48) (43) (38) (-) Cash Taxes (15) (32) (27) (28) (28) (29) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (18) (35) (35) (35) (35) (35) Levered Free Cash Flow $ 31 $ 34 $ 85 $ 99 $ 106 $ 111 % Conversion PF 19.2 % 10.3 % 27.2 % 31.4 % 33.3 % 34.8 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,062 $ 1,031 $ 997 $ 912 $ 813 $ 707 $ 595 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 962 $ 931 $ 897 $ 812 $ 713 $ 607 $ 495 Gross Leverage 3.4 x 3.2 x 3.0 x 2.9 x 2.6 x 2.2 x 1.9 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $90mm fees and expenses. Analysis at $45 / Share 21

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $45 / Share || $500mm Equity Investment || Debt L+325 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (30) (54) (41) (23) (9) (1) (-) Cash Taxes (16) (38) (38) (42) (45) (46) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(18) (99)(29) (80)(23) (80)(23) (80)(23) (80)(23) Levered Free Cash Flow $ 33 $ 130 $ 160 $ 177 $ 190 $ 199 % Conversion 20.1 % 37.3 % 46.8 % 51.2 % 54.8 % 57.0 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,062 $ 1,029 $ 899 $ 589 $ 262 $ 71 $ 1 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (229) Net Debt $ 962 $ 929 $ 799 $ 489 $ 162 $(29) $(228) Gross Leverage 3.3 x 3.1 x 2.6 x 1.7 x 0.8 x 0.2 x 0.0 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $90mm fees and expenses. Analysis at $45 / Share 22

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Downside Case || $45 / Share || $500mm Equity Investment || Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 315 $ 323 $ 330 $ 312 $ 316 $ 318 $ 320 0.7 % % Margin 23.3 % 22.7 % 21.4 % 21.7 % 21.9 % 21.8 % 20.0 % 19.8 % 19.2 % 18.6 % Free Cash Flow H1 2019E H2 2019E Baseline Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 173 $ 173 $ 368 $ 401 $ 426 $ 438 $ 450 (-) Synergies (3) (3) (20) (30) (30) (30) (30) (-) (5.0)% ISC Admissions Decline (3) (3) (11) (16) (20) (25) (29) (-) (5.0)% ISC Food, Bev & Merch Decline (0) (0) (1) (2) (2) (2) (3) (-) 5.0 % Increase of TV $ to Teams 0 0 0 (22) (23) (24) (25) (-) (2.0)% NASCAR Sponsorship Revenue De cline (6) (6) (6) (20) (35) (40) (44) Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $162 $162 $ 330 $ 312 $ 316 $ 318 $ 320 (-) Net Interest Expense (37) (70) (66) (61) (55) (49) (-) Cash Taxes (13) (28) (23) (25) (25) (26) (-) Capital Expenditures (153) (160) (170) (68) (68) (173) (112) (105) (105) (107) (-) Dividends (18) (35) (35) (35) (35) (35) Levered Free Cash Flow $ 26 $ 24 $ 75 $ 90 $ 97 $ 103 % Conversion PF 16.2 % 7.3 % 24.1 % 28.5 % 30.5 % 32.2 % Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,062 $ 1,036 $ 1,012 $ 937 $ 847 $ 750 $ 647 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (100) Net Debt $ 962 $ 936 $ 912 $ 837 $ 747 $ 650 $ 547 Gross Leverage 3.4 x 3.2 x 3.1 x 3.0 x 2.7 x 2.4 x 2.0 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $90mm fees and expenses. Analysis at $45 / Share 23

STRICTLY PRIVATE & CONFIDENTIAL Financial Profile Sensitivity Case || $45 / Share || $500mm Equity Investment || Debt L+450 ($ in millions) PF 2016A 2017A 2018E (30-Jun-2019) 2019E 2020E 2021E 2022E 2023E 2024E '18E - '24E Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $ 318 $ 328 $ 350 $ 342 $ 346 $ 348 $ 350 2.2 % % Margin 23.3 % 22.7 % 21.4 % 21.8 % 22.2 % 23.1 % 22.0 % 21.6 % 21.0 % 20.4 % Free Cash Flow H1 2019E H2 2019E Downside Adj. EBITDA (excl. Synergies) $ 333 $ 323 $ 307 $ 162 $ 162 $ 330 $ 312 $ 316 $ 318 $ 320 (+) Synergies 3 3 20 30 30 30 30 Downside Adj. EBITDA (incl. Synergies) $ 333 $ 323 $ 307 $164 $164 $ 350 $ 342 $ 346 $ 348 $ 350 (-) Net Interest Expense (36) (66) (51) (30) (13) (3) (-) Cash Taxes (14) (34) (35) (41) (44) (46) (-) Change in NWC (7) 29 0 0 0 0 0 0 0 0 (-) Capital Expenditures(-) Dividends (153) (160) (170) (68) (68)(18) (99)(29) (80)(23) (80)(23) (80)(23) (80)(23) Levered Free Cash Flow $ 28 $ 121 $ 152 $ 172 $ 187 $ 198 % Conversion 17.1 % 34.6 % 44.5 % 49.7 % 53.9 % 56.6 % Net Proceeds from Asset Sales $ 0 $ 0 $ 150 $ 250 $ 0 $ 0 PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E Total Debt $ 1,062 $ 1,034 $ 913 $ 611 $ 289 $ 102 $ 1 (-) Cash and Cash Equivalents (100) (100) (100) (100) (100) (100) (198) Net Debt $ 962 $ 934 $ 813 $ 511 $ 189 $ 2 $(197) Gross Leverage 3.3 x 3.2 x 2.6 x 1.8 x 0.8 x 0.3 x 0.0 x Note: Assumes ISC purchase price of $45 / share. Assumes PF EBITDA includes cash distributions from equity investments (~30mm per year). Equity value based on fully diluted shares outstanding of 43,428,442 (consisting of 23,776,923 Class A shares, 19,644,069 Class B shares, and 18,792 options with a weighted-average strike price of $25.65 per Ignite’s FY2018 10K); assumes restricted stock awards of 367,895 per Ignite’s FY2018 10K are included in the basic share count and Family roll of 14,919,745 shares (which assumes buyout of 3,488,550 shares held by Brian France for cash).Assumes $100mm in minimum cash and $90mm fees and expenses. Analysis at $45 / Share 24

STRICTLY PRIVATE & CONFIDENTIAL Appendix B: Additional Analysis

STRICTLY PRIVATE & CONFIDENTIAL Ignite Financial Performance SummaryFY 2019 Budgeted vs. FY 2019 Estimated Final 2019 Budget 2019 Est. Final $ ∆ % ∆ Revenues Admissions $ 112,305 $ 109,798 $(2,507) (2.2)% Motorsports and other event related income 525,391 521,424 (3,967) (0.8)% Food, beverage and merchandise income 46,329 45,476 (853) (1.8)% Other income 21,875 21,601 (274) (1.3)% Total Revenues $ 705,900 $ 698,299 $(7,601) (1.1)% Expenses Direct Expenses: NASCAR event management fees $ 192,680 $ 192,687 $ 7 0.0 % Motorsports and other event related expenses 137,926 136,501 (1,425) (1.0)% Food, beverage and merchandise expenses 35,019 34,504 (515) (1.5)% Other operating expenses 4,780 6,677 1,897 39.7 % Total Direct Expenses $ 370,405 $ 370,369 $(36) (0.0)% General and administrative expenses $ 112,060 $ 111,703 $(357) (0.3)% Depreciation and amortization 111,815 112,235 420 0.4 % Loss on Retirements of Long Lived Assets 0 1 1 NA Total Expenses $ 594,280 $ 594,308 $ 28 0.0 % Operating Income $ 111,620 $ 103,991 $(7,629) (6.8)% Interest income $ 3,190 $ 4,833 $ 1,643 51.5 % Interest expense (14,524) (14,527) (3) 0.0 % Other 0 17 17 NA Equity in net income from equity investments 24,355 24,463 108 0.4 % Income Before Income Taxes $ 124,641 $ 118,778 $(5,863) (4.7)% Income taxes $ 30,861 $ 29,457 $(1,404) (4.5)% Net income $ 93,780 $ 89,321 $(4,459) (4.8)% Diluted earnings per share $ 2.17 $ 2.05 $(0.12) (5.4)% Shares 43,195 43,468 273 0 Adjusted EBITDA $ 251,084 $ 243,878 $(7,206) (2.9)% Cash Distribution 27,650 27,650 $ 0 0.0 % 26 Additional Analysis

STRICTLY PRIVATE & CONFIDENTIAL Ignite Financial Performance Summary2019 Q1 Budgeted vs. 2019 Q1 Estimated Final Q1 2019 Budget Q1 2019 Est. Final $ ∆ % ∆ Revenues Admissions $ 30,199 $ 29,317 $(882) (2.9)% Motorsports and other event related income 108,892 106,588 (2,304) (2.1)% Food, beverage and merchandise income 9,756 9,319 (437) (4.5)% Other income 4,903 5,205 302 6.2 % Total Revenues $ 153,750 $ 150,429 $(3,321) (2.2)% Expenses Direct Expenses: NASCAR event management fees $ 30,898 $ 30,905 $ 7 0.0 % Motorsports and other event related expenses 26,761 26,189 (572) (2.1)% Food, beverage and merchandise expenses 6,916 6,759 (157) (2.3)% Other operating expenses 1,244 1,855 611 49.1 % Total Direct Expenses $ 65,819 $ 65,708 $(111) (0.2)% General and administrative expenses $ 27,113 $ 26,719 $(394) (1.5)% Depreciation and amortization 28,211 28,181 (30) (0.1)% Loss on Retirements of Long Lived Assets 0 1 1 NA Total Expenses $ 121,143 $ 120,609 $(534) (0.4)% Operating Income $ 32,607 $ 29,820 $(2,787) (8.5)% Interest income $ 728 $ 1,164 $ 436 59.9 % Interest expense (3,738) (3,721) 17 (0.5)% Other 0 17 17 NA Equity in net income from equity investments 5,421 5,529 108 2.0 % Income Before Income Taxes $ 35,018 $ 32,809 $(2,209) (6.3)% Income taxes $ 8,670 $ 8,137 $(533) (6.1)% Net income $ 26,348 $ 24,672 $(1,676) (6.4)% Diluted earnings per share $ 0.61 $ 0.57 $(0.04) (6.1)% Shares 43,537 43,427 (110) (0.3)% Adjusted EBITDA $ 66,968 $ 64,152 $(2,816) (4.2)% Cash Distribution 6,150 6,150 0 0.0 % 27 Additional Analysis

STRICTLY PRIVATE & CONFIDENTIAL 28 Additional Analysis ISC Summary of Attendance GrowthSummary 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019B '09A - '18ACAGR '18A - '19BCAGR Admissions Dollars Total NASCAR $ 164,705 $ 135,798 $ 130,350 $ 121,963 $ 113,923 $ 112,952 $ 114,556 $ 107,684 $ 104,845 $ 93,519 $ 96,547 (6.1)% 3.2 % % of Total 94.5 % 95.1 % 96.7 % 95.7 % 95.3 % 94.8 % 95.1 % 93.8 % 93.8 % 93.2 % 94.7 % % YOY Growth (17.6)% (4.0)% (6.4)% (6.6)% (0.9)% 1.4 % (6.0)% (2.6)% (10.8)% 3.2 % Total ISC Admissions $ 174,261 $ 142,869 $ 134,785 $ 127,421 $ 119,548 $ 119,088 $ 120,483 $ 114,859 $ 111,723 $ 100,366 $ 101,993 (5.9)% 1.6 % % YOY Growth (18.0)% (5.7)% (5.5)% (6.2)% (0.4)% 1.2 % (4.7)% (2.7)% (10.2)% 1.6 % Attendance Total NASCAR 2,091,510 1,870,177 1,806,505 1,711,882 1,631,097 1,594,668 1,592,019 1,426,999 1,370,639 1,217,970 1,235,660 (5.8)% 1.5 % % of Total 88.8 % 90.9 % 93.4 % 91.1 % 90.1 % 90.8 % 90.9 % 89.4 % 89.6 % 88.8 % 88.9 % % YOY Growth (10.6)% (3.4)% (5.2)% (1.6)% (2.2)% (0.2)% (10.4)% (3.9)% (11.1)% 1.5 % Total ISC Admissions 2,355,394 2,056,365 1,933,901 1,879,652 1,809,378 1,756,813 1,752,309 1,596,833 1,529,177 1,371,003 1,389,189 (5.8)% 1.3 % % YOY Growth (12.7)% (6.0)% (2.8)% (3.7)% (2.9)% (0.3)% (8.9)% (4.2)% (10.3)% 1.3 % Weighted Average Ticket Price Total NASCAR $ 79 $ 73 $ 72 $ 71 $ 70 $ 71 $ 72 $ 75 $ 76 $ 77 $ 78 (0.3)% 1.8 % % YOY Growth 0.0 % (7.8)% (0.6)% (1.3)% (2.0)% 1.4 % 1.6 % 4.9 % 1.4 % 0.4 % 1.8 % Total ISC Admissions $ 74 $ 69 $ 70 $ 68 $ 66 $ 68 $ 69 $ 72 $ 73 $ 73 $ 73 (0.1)% 0.3 % % YOY Growth (6.1)% 0.3 % (2.7)% (2.5)% 2.6 % 1.4 % 4.6 % 1.6 % 0.2 % 0.3 %

Exhibit (c)(20)

Potential Ignite Best & Final Proposal Draft – For Discussion Nova is pleased to present its best-and-final proposal to acquire the outstanding shares that are not owned by controlling shareholders of NovaNova’s best-and-final proposal is $[--.--] per shareRepresents an attractive proposal for Ignite shareholders for the following reasons:Significant premium to undisturbed share price prior to Nova’s public offer in November Represents almost ~[--]% premium to the 30-day volume-weighted average price per share of $36.91 prior to Nova’s public offer on November 9, 2018Premium to the average share prices since Nova’s public proposal Higher than the volume-weighted average price per share since Nova’s public proposal ($43.14) as well as the 30-day VWAP ($43.57), 60-day VWAP ($43.63), and 90-day VWAP ($43.35) since March 4, 2019Significant increase from Nova’s original proposed price of $42 Nova has increased its proposed offer price twice, increasing ~5% from the original proposal of $42Nova is increasing its proposed price despite continued weak operating results at Ignite In addition to the other long term risks Nova has highlighted in the business, Ignite’s recent operating results have continued to decline Based on the preliminary first quarter FY2019 results, Ignite’s first quarter revenues missed budget by 2%, adjusted EBITDA missed by 4%, and earnings per share missed by 6% Moreover, the full year FY2019 plan was revised down in nearly all aspects, including revenues (revised down 1%), EBITDA (revised down 3%), and earnings per share (revised down 5%)Protects downside risk for Ignite shareholders Given the all-cash consideration offered by Nova, Ignite shareholders are protected from significant downside risk presented by the Ignite standalone plan We note that Ignite’s revised FY2019 estimates are now approximately in-line with the midpoint of its public guidance, rather than above the top end of its guidance, presenting the risk that guidance would need to be revised down again after its next quarterly earnings callNova prepared to move expeditiously Given this process has already lasted 4 months and given the likely negative market reaction to the poor Q1 results, Nova believes it is in the best interest of all parties to work toward a conclusion here, one way or the other Nova would propose working towards announcing a definitive agreement in conjunction with Ignite’s next quarterly earnings call, which, based on prior years, we expect to occur in the first week of April. Source: Bloomberg as of March 5, 2019. Volume-weighted average prices calculated per Bloomberg methodology and based on calendar days. Private & Confidential

Exhibit (c)(21)

Ignite Performance & Share Price Update March 2019

Ignite Share Price AnalysisHypothetical Standalone Ignite Share Price Absent Nova Proposal Source: Bloomberg Ignite Reference Prices Date Closing Price Comment TRK Reference Prices Date Closing Price Comment9-Nov-18 $ 16.20 TRK Price at Ignite Undisturbed Date 25-Mar-19 $ 13.99 TRK Current Price (13.6)% % Change (Z) 9-Nov-18 $ 39.06 Ignite Undisturbed Date (B) (13.6)% Illustrative % Change Based on TRK (Z) $ 33.73 Implied Ignite Price Today (B * (1 - Z)) 1 Applying the 16.5% drop in Ignite’s share price at 3Q2018 earnings to the undisturbed price of$39.06 implies that Ignite’s share price would have been $32.63 after 4Q2018 earnings if it experienced the same drop2 Applying the same 16.5% drop to the hypothetical$32.63 price after 4Q2018 earnings implies that theshare price would be$27.25 after upcoming 1Q2019 earnings3 Applying the 13.6% drop in TRK’s share price since the undisturbed date (09- Nov-2018) to Ignite’s undisturbed price ($39.06) implies that Ignite’s share price would be $33.73 today absent the Nova proposal 3-Oct-18 $ 42.26 Ignite Price Prior to 3Q2018 Earnings 4-Oct-18 $ 35.30 Ignite Price After 3Q2018 Earnings (16.5)% % Drop (A) 9-Nov-18 $ 39.06 Ignite Undisturbed Date (B) 24-Jan-19 (16.5)% Illustrative % Drop at 4Q2018 Earnings (A) 1 $ 32.63 Implied Ignite Price After 4Q2018 Earnings (C = B * (1 - A)) 4-Apr-19 (16.5)% Illustrative % Drop at 1Q2019 Earnings (A) 2 $ 27.25 Implied Ignite Price After 1Q2019 Earnings (C * (1 - A)) 3 2

Ignite Analysis at Various Prices($ in millions, except per share) Source: Ignite management projections, public company filings, and IBES estimates as of 22-Mar-2019Note: Ignite internal plan does not provide a capital expenditure estimate, so current consensus estimate is used as a proxy. 5.7 x 6.2 x 6.6 x Undisturbed Current Illustrative Share Price $ 25.00 $ 27.50 $ 30.00 $ 32.50 $ 35.00 $ 37.50 $ 39.06 $ 40.00 $ 42.50 $ 42.68 $ 45.00 % Change from Current (41.4)% (35.6)% (29.7)% ( 23.9)% (18.0)% (12.1)% (8.5)% (6.3)% (0.4)% 0.0 % 5.4 % % Change from Undisturbed (36.0)% (29.6)% (23.2)% ( 16.8)% (10.4)% (4.0)% 0.0 % 2.4 % 8.8 % 9.3 % 15.2 % Dilluted Shares Outstanding 43.4 43.4 43.4 43.4 43.4 43.4 43.4 43.4 43.4 43.4 43.4 Equity Market Cap $ 1,086 $ 1,194 $ 1,303 $ 1,411 $ 1,520 $ 1,629 $ 1,696 $ 1,737 $ 1,846 $ 1,854 $ 1,954 (+) Debt 257 257 257 257 257 257 257 257 257 257 257 (-) Cash (269) (269) (269) (269) (269) (269) (269) (269) (269) (269) (269) Enterprise Value $ 1,074 $ 1,183 $ 1,291 $ 1,400 $ 1,508 $ 1,617 $ 1,685 $ 1,725 $ 1,834 $ 1,842 $ 1,943 Ignite TRK TRK Current Metric Undisturbed Undisturbed 2019E EBITDA Consensus @ Undisturbed (09-Nov-18) $ 260 4.1 x 4.5 x 5.0 x 5.4 x 5.8 x 6.2 x 6.5 x 6.6 x 7.0 x 7.1 x 7.5 x 6.5 x 6.4 x 6.0 x Consensus After 4Q2018 Earnings (24-Jan-19) 257 4.2 x 4.6 x 5.0 x 5.5 x 5.9 x 6.3 x 6.6 x 6.7 x 7.2 x 7.2 x 7.6 x 6.5 x 6.4 x 6.0 x Current Internal Ignite Plan 244 4.4 x 4.8 x 5.3 x 6.9 x 7.1 x 7.5 x 7.6 x 8.0 x 6.5 x 6.4 x 6.0 x 2019E EBITDA - CapEx Consensus @ Undisturbed (09-Nov-18) $ 158 6.8 x 7.5 x 8.2 x 8.9 x 9.6 x 10.3 x 10.7 x 10.9 x 11.6 x 11.7 x 12.3 x 10.7 x 8.6 x 8.0 x Consensus After 4Q2018 Earnings (24-Jan-19) 147 7.3 x 8.1 x 8.8 x 9.6 x 10.3 x 11.0 x 11.5 x 11.8 x 12.5 x 12.6 x 13.3 x 10.7 x 8.6 x 8.0 x Current Internal Ignite Plan 134 8.0 x 8.8 x 9.6 x 10.5 x 11.3 x 12.1 x 12.6 x 12.9 x 13.7 x 13.8 x 14.5 x 10.7 x 8.6 x 8.0 x EPS Consensus @ Undisturbed (09-Nov-18) $ 2.07 12.1 x 13.3 x 14.5 x 15.7 x 16.9 x 18.1 x 18.9 x 19.3 x 20.5 x 20.6 x 21.7 x 18.9 x 15.0 x 13.5 x Consensus After 4Q2018 Earnings (24-Jan-19) 2.00 12.5 x 13.8 x 15.0 x 16.3 x 17.5 x 18.8 x 19.5 x 20.0 x 21.3 x 21.3 x 22.5 x 18.9 x 15.0 x 13.5 x Current Internal Ignite Plan 2.05 12.2 x 13.4 x 14.6 x 15.9 x 17.1 x 18.3 x 19.1 x 19.5 x 20.7 x 20.8 x 22.0 x 18.9 x 15.0 x 13.5 x Ignite Undisturbed TRK Current 3

Appendix A: Additional Ignite Performance Analysis

Ignite Recent Financial Performance Valuation Impact($ in millions, except per share) 1 Q1 2019 results were weak across the board, and, as a result, 2019 full year plan was revised down. The estimated value impact of these results is below,and if these trends were to continue past 2019, the value impact would be higher. Currently, these results represent approximately $2/share of value.New 2019 full year estimate for revenue is $698.3mm, compared to prior budget of $705.9mmRepresents a downward revision of $7.6mm$7.6mm capitalized at Ignite revenue multiple of 2.6x represents total value of $20.1mm or approximately $0.46/shareNew 2019 full year estimate for EBITDA is $243.9mm, compared to prior budget of $251.1mmRepresents a downward revision of $7.2mm$7.2mm capitalized at Ignite EBITDA multiple of 7.1x represents total value of $51.0mm or approximately $1.17/shareNew 2019 full year estimate for fully diluted EPS is $2.05, compared to prior budget of $2.17Represents a downward revision of $0.12$0.12/share capitalized at Ignite P/E multiple of 21.4x represents total value of $108mm or $2.49/share2 Moreover, the early read on Q2 attendance trends appears weak, which may further reduce the 2019 (and longer term) outlookThrough 3/20/2019:246K tickets sold for Q2 events compared to 272K tickets sold through to the same day in 2018 (10% lower)$15.9 million sold attendance revenue for Q2 events compared to $17.0 million sold attendance revenue through to the same day in 2018 (7% lower)All five events already held were at or below both budget and the prior year for attendance, and the largest event was only 75% sold versus capacityCurrent Q2 2019 forecast for tickets sold is 323KLower than budget of 363K (11% lower)Lower than last year of 333K (3% lower)Current Q2 2019 forecast for attendance revenue is $21.0 millionLower than budget of $23.9mm (12% lower)In line with last year ($21.0 million) due to increased average ticket price Additional Ignite Performance Analysis 5

Ignite Recent Financial Performance Valuation Impact($ in millions, except per share) 3 DC Solar represents $18mm value impact (or $0.42/share) from lost sponsorship profit with potentially higher additional exposure in bankruptcy court$3 million annual profit ($8 million lease cost compared to $11 million sponsorship income) has disappeared due to DC Solar bankruptcyAbsent this agreement, Ignite would need to source lighting from another party at an estimated annual cost of $1 million – Ignite realizing a $3 million profit from DC Solar agreement while also avoiding $1 million of additional cost$3 million annual profit on DC Solar agreement, plus $1 million avoided lighting cost from a third party, equals $4 million total benefit to Ignite of the DC Solar agreement$4 million annual benefit for 10 year term of agreement represents a total present value of approximately $18mm, or $0.42/share (assuming 26% tax rate and WACC of 10%)Moreover, should bankruptcy court not honor cross-default provision given DC Solar no longer paying Ignite sponsorship income, Ignite could still owe $8 million / year on the lease to Suntrust (who has taken it over)Assuming Suntrust still delivered lighting pursuant to this lease, Ignite would be paying $8 million annually for lighting with an estimated market price of$1 million annually, or excess cost of $7 million annually for IgniteTotal present value of $7 million excess cost over 10 years equals approximately $32mm, or $0.73/share (assuming 26% tax rate and WACC of 10%) Additional Ignite Performance Analysis 6

Exhibit (d)(2)

EXECUTION VERSION

May 22, 2019

NASCAR Holdings, Inc.

1801 West International Speedway Blvd.

Daytona Beach, FL 32114

Re: Rollover Letter Agreement

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of 22, 2019 (the “Merger Agreement”), by and among NASCAR Holdings, Inc., a Florida corporation (“Parent”), Nova Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and International Speedway Corporation, a Florida corporation (the “Company”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Prior to and in anticipation of the consummation of the Merger, Parent will become a wholly-owned direct or indirect subsidiary of a newly formed Delaware holding corporation (“New Holdco”) and may either convert from a Florida corporation into a Delaware limited liability company or merge into a newly formed Delaware limited liability company that is a wholly-owned direct or indirect subsidiary of such new holding corporation, with such limited liability company surviving such merger. References to Parent herein include any successor limited liability company into which Parent may so convert or merge.

This letter agreement (this “Rollover Letter Agreement”) sets forth the commitment of each Rollover Shareholder to transfer or cause to be transferred to Parent the number of shares of Company Common Stock opposite such Rollover Shareholder’s name on Exhibit A to the Merger Agreement (the “Rollover Exhibit”).

1. Rollover Share Transfer. Upon the terms and subject to the conditions set forth herein, each Rollover Shareholder, severally and not jointly, hereby commits to transfer or cause to be transferred, directly or indirectly to Parent (including through transfers of the equity of certain of such Rollover Shareholders to Parent or to New Holdco (which in turn will cause the applicable Rollover Shares held by such Rollover Shareholders to be transferred through tiers of wholly owned subsidiaries to Parent)) prior to the Effective Time the number of shares of Company Common Stock set forth opposite such Rollover Shareholder’s name on the Rollover Exhibit (which number includes, as of the date hereof, a number of Company Restricted Shares that vest in full prior to the Effective Time pursuant to the terms of the Merger Agreement or otherwise, and which number may be updated prior to the Effective Time to reflect any new grants as well as the number of shares of Company Common Stock withheld, if any, in respect of applicable withholding Taxes and other applicable deductions in connection with the vesting of such Company Restricted Shares) (such transfers, in the aggregate, the “Rollover Share Transfer”), in exchange for good and valuable consideration acknowledged by the parties hereto. No Rollover Shareholder shall be obligated to transfer or cause to be transferred to Parent any shares of Company Common Stock (or any other funds, proceeds or other consideration) other than the applicable number of Rollover Shares as set forth opposite such Rollover Shareholder’s name on the Rollover Exhibit.

2. Conditions Precedent. The obligation of each Rollover Shareholder to transfer or cause to be transferred to Parent its respective number of Rollover Shares is subject to (a) the satisfaction or waiver by the applicable party of each of the conditions set forth in Article VI of the Merger Agreement (other than any conditions which by their terms are required to be satisfied at the Closing), (b) the substantially simultaneous funding of the Debt Financing in accordance with the terms of the Debt Commitment Letters, or the receipt by Parent of written confirmation from the Lenders that such Debt Financing will be funded on the Closing Date and (c) the substantially simultaneous (but in all cases subsequent) consummation of the Merger in accordance with the terms of the Merger Agreement.

3. Termination. The obligation of each Rollover Shareholder set forth in this Rollover Letter Agreement shall automatically and immediately terminate upon the earliest of (a) the occurrence of the Effective Time (provided that the obligations of such Rollover Shareholders have been discharged at such time), (b) the valid termination of the Merger Agreement in accordance with its terms and (c) the receipt by the Company (or by any other Person on behalf thereof) of the Parent Termination Fee.

4. Parties in Interest; Third Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by Parent and the Rollover Shareholders, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than Parent and the Rollover Shareholders) any legal or equitable right, benefit or remedy of any nature whatsoever. Notwithstanding the foregoing, the parties agree and acknowledge that the Company has relied on this Rollover Letter Agreement and that the Company shall be, and is, an express third party beneficiary of this Rollover Letter Agreement solely to the extent to exercise its rights set forth in Section 5 hereof but for no other purpose (including, without limitation, any claim for monetary damages hereunder), and the Company may rely on and enforce the terms hereof on behalf of Parent against any Rollover Shareholder to the extent set forth in, and in accordance with, Section 5. Except as otherwise set forth in this Section 4, this Rollover Letter Agreement shall only be binding upon the parties hereto and their respective successors and permitted assigns in accordance with and subject to the terms of this Rollover Letter Agreement.

5. Enforceability. The parties hereto agree that irreparable damage would occur if any of the provision of this Rollover Letter Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Rollover Letter Agreement and to enforce specifically the terms and provision of this Agreement in the courts specified in Section 9, and the parties hereto hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. In addition to the foregoing, the parties hereto acknowledge and agree that, subject to the conditions set forth in clauses (i), (ii) and (iii) of the last sentence of Section 8.06(a) of the Merger Agreement, the Company shall be entitled to specific performance to specifically enforce each Rollover Shareholder’s obligation to effect the Rollover Share Transfer in accordance with the terms hereof). Except as set forth in the preceding sentence, this Agreement may only be enforced by Parent and the Rollover Shareholders. None of Parent’s creditors, shareholders, Affiliates (other than a Rollover Shareholder) or Representatives, or the Company (except as provided above) or its creditors, shareholders, Affiliates or Representatives shall have any right to enforce this Agreement or to cause Parent to enforce this Rollover Letter Agreement.

6. Representation and Warranties. Each Rollover Shareholder hereby represents and warrants to Purchaser that (a) if the Rollover Shareholder is not a natural person, it has all corporate, limited liability company, limited partnership, trust or other organizational power and authority to execute, deliver and perform this Rollover Letter Agreement; (b) if the Rollover Shareholder is not a natural person, the execution, delivery and performance of this Rollover Letter Agreement by it has been duly and validly authorized and approved by all necessary corporate, limited liability company, limited partnership, trust or other organizational action by it, (c) this Rollover Letter Agreement has been duly and validly executed and delivered by such Rollover Shareholder and constitutes a valid and legally binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with the terms of this Agreement, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity, (d) such Rollover Shareholder is the record owner of the shares of Company Common Stock set forth opposite such Rollover Shareholder’s name on the Rollover Exhibit, free and clear of any Lien that would reasonably be likely to delay or adversely affect the ability of such Rollover Shareholder to consummate the Rollover Share Transfer as contemplated by this Rollover Letter Agreement, and has full and unrestricted power to dispose of all of such shares of Company Common Stock as contemplated by this Rollover Letter Agreement without any further consent or approval of, or any other action on the part of, any other Person; and (e) such Rollover Shareholder has not entered into any stock transfer, disposition, commitment or other agreement or arrangement that is inconsistent with this Rollover Letter Agreement.

7. Further Assurances. Each Rollover Shareholder shall take all further action, and execute and deliver, or cause to be executed or delivered, such additional documents and agreements as may be reasonably necessary to consummate the Rollover Share Transfer as contemplated by this Rollover Letter Agreement.

8. No Modification; Entire Agreement. This Agreement may not be amended, modified or supplemented except by an agreement in writing signed by Parent and each Rollover Shareholder with respect to which such amendment is to be effective, provided that any such amendment, modification or supplement that is adverse to the Company shall also require the Company’s prior written consent. This Agreement constitutes the sole and entire agreement of the Rollover Shareholders or any of their respective Affiliates, on the one hand, and Parent, on the other, with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

9. Governing Law; Submission to Jurisdiction; Venue. This Rollover Letter Agreement, and any dispute, claim, legal action, suit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this Rollover Letter Agreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in any such court. Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Rollover Letter Agreement or the transactions contemplated by this Rollover Letter Agreement and (b) agrees that it will not attempt to deny or defeat in any manner such personal jurisdiction by motion or other request for leave from any such court. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ROLLOVER LETTER AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS PARAGRAPH 10.

11. Counterparts. This Rollover Letter Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which will be considered one and the same agreement. The exchange of copies of this Rollover Letter Agreement and of signature pages by facsimile or e-mail shall constitute effective execution and delivery of this Rollover Letter Agreement as to the parties hereto and may be used in lieu of the original Rollover Letter Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes.

12. Assignment. No party to this Agreement may assign all or any portion of its rights or liabilities under this Rollover Letter Agreement without the prior written consent of the other parties to this Rollover Letter Agreement, provided that (a) a Rollover Shareholder may assign all or a portion of its obligation to transfer or cause to be transferred to Parent the Rollover Shares to the extent such Rollover Shares are transferred among Rollover Shareholders or to their direct or indirect owners or beneficiaries (each such transferee, a “Rollover Shareholder Transferee”) prior to the Effective Time (which Rollover Shares, for the avoidance of doubt, will be transferred to Parent by such Rollover Shareholder Transferee) and (b) a Rollover Shareholder may assign its obligations under this agreement with the written consent of Parent and the Company.

13. Severability. Any term or provision of this Rollover Letter Agreement that is held invalid or unenforceable in any jurisdiction by a court of competent jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Rollover Letter Agreement or affecting the validity or unenforceability of any of the terms or provisions of this Rollover Letter Agreement in any other jurisdiction. If any provision of this Rollover Letter Agreement is so broad as to be held unenforceable by a court of competent jurisdiction, such provision shall be interpreted to be only so broad as is enforceable.

[Signature pages follow.]

IN WITNESS WHEREOF, Parent and the Rollover Shareholders have duly executed this Rollover Letter Agreement as of the date first written above.

	/s/ James C. France
	James C. France

	/s/ Lesa D. Kennedy
	Lesa D. Kennedy

	/s/ Benjamin Z. Kennedy
	Benjamin Z. Kennedy

	/s/ Sharon M. France
	Sharon M. France

	/s/ Jennifer F. Bates
	Jennifer F. Bates

	/s/ Amy L. France
	Amy L. France

	/s/ Jamison C. France
	Jamison C. France

[ Signature Page to Rollover Letter Agreement ]

WCF FAMILY I, INC.

By:	/s/ Lesa D. Kennedy
Name: Lesa D. Kennedy
Title: President

AUTOMOTIVE RESEARCH BUREAU INC.

By:	/s/ Lesa D. Kennedy
Name: Lesa D. Kennedy
Title: President

BBL FLORIDA LIMITED PARTNERSHIP

By:	BBL Company,
	its general partner

	By:	/s/ Lesa D. Kennedy
	Name: Lesa D. Kennedy
	Title: President

[ Signature Page to Rollover Letter Agreement ]

WESTERN OPPORTUNITY LIMITED PARTNERSHIP

By:	Principal Investor Company,
	its general partner

	By:	/s/ James C. France
	Name: James C. France
	Title: President

By:	Sierra Central, LLC,
	its general partner

	By:	/s/ Lesa D. Kennedy
	Name: Lesa D. Kennedy
	Title: Manager and Sole Member

CARL INVESTMENT LIMITED PARTNERSHIP

By:	Quaternary Investment Company,
	its general partner

	By:	/s/ James C. France
	Name: James C. France
	Title: President

QUATERNARY INVESTMENT COMPANY

By:	/s/ James C. France
Name: James C. France
Title: President

[ Signature Page to Rollover Letter Agreement ]

CARL TWO LIMITED PARTNERSHIP

By:	Carl Two, LLC,
	its general partner

	By:	/s/ James C. France
	Name: James C. France
	Title: Manager and Sole Member

CARL TWO, LLC

By:	/s/ James C. France
Name: James C. France
Title: Manager and Sole Member

CARL THREE LIMITED PARTNERSHIP

By:	Carl Three, LLC,
	its general partner

	By:	/s/ James C. France
	Name: James C. France
	Title: Manager and Sole Member

[ Signature Page to Rollover Letter Agreement ]

J HOLDER LIMITED PARTNERSHIP

By:	J Holder Company,
	its general partner

	By:	/s/ Jamison C. France
	Name: Jamison C. France
	Title: President

JA HOLDER LIMITED PARTNERSHIP

By:	JA Holder Company,
	its general partner

	By:	/s/ Jennifer F. Bates
	Name: Jennifer F. Bates
	Title: President

AL HOLDER FLORIDA LIMITED PARTNERSHIP

By:	AL Holder Florida Company,
	its general partner

	By:	/s/ Amy L. France
	Name: Amy L. France
	Title: President

[ Signature Page to Rollover Letter Agreement ]

BJF SILVER STATE LIMITED PARTNERSHIP

By:	BJF Nevada, LLC,
	its general partner

	By:	/s/ R. Todd Wilson
	Name: R. Todd Wilson
	Title: Manager

	By:	/s/ Random R. Burnett
	Name: Random R. Burnett
	Title: Manager

	By:	/s/ Harold Goodmote
	Name: Harold Goodemote
	Title: Manager

[ Signature Page to Rollover Letter Agreement ]

	JAMISON C. FRANCE 2005 TRUST

	By:	/s/ Jennifer F. Bates
	Name: Jennifer F. Bates
	Title: Investment Trustee

	JAMES C. FRANCE 2005 DESCENDANTS’ TRUST

	By:	/s/ Jennifer F. Bates
	Name: Jennifer F. Bates
	Title: Investment Trustee

	JAMES C. FRANCE 2012 DESCENDANTS’ TRUST

	By:	/s/ Jennifer F. Bates
	Name: Jennifer F. Bates
	Title: Investment Trustee

	BETTY JANE FRANCE 2009 DESCENDANTS TRUST L EXEMPT

	By:	/s/ Lesa D. Kennedy
	Name: Lesa D. Kennedy
	Title: Investment Trustee

	BETTY JANE FRANCE 2009 DESCENDANTS TRUST L NON-EXEMPT

	By:	/s/ Lesa D. Kennedy
	Name: Lesa D. Kennedy
	Title: Investment Trustee

[ Signature Page to Rollover Letter Agreement ]

	2011 BJF DESCENDANTS TRUST L-2

	By:	/s/ Lesa D. Kennedy
	Name: Lesa D. Kennedy
	Title: Investment Trustee

	THE LESA DAWN KENNEDY 2012 DESCENDANTS’ TRUST

	By:	/s/ James C. France
	Name: James C. France
	Title: Investment Trustee

[ Signature Page to Rollover Letter Agreement ]

ACKNOWLEDGED AND AGREED:

NASCAR HOLDINGS, INC.

By:	/s/ James C. France
Name: James C. France
Title: Chief Executive Officer

[ Signature Page to Rollover Letter Agreement ]

Exhibit (d)(3)

STOCK TRANSFER AGREEMENT (ARB)

This STOCK TRANSFER AGREEMENT (ARB), dated as of May 17, 2019 (this “Agreement”), is by and among Automotive Research Bureau Inc., a Florida corporation (the “Company”), NASCAR Holdings, Inc., a Florida corporation (“NASCAR”), Random Burnett, Harold Goodemote, and Raymond Mason, as co-trustees of the WCF Family Trust (as defined herein) (solely in their capacities as such, the “WCF Family Trustees”), Brian Z. France (“BZF”), Paul B. Brooks, as Trustee and Independent Trustee of the BZF Trust (as defined herein), and Paul B. Brooks, R. Todd Wilson and Deborah D. Lester, as Independent Trustees of the BZF Trust (collectively, and solely in their capacity as such Trustees of the BZF Trust, the “BZF Trustee”), Lesa D. Kennedy (“LDK”), James C. France (“JCF”), and France Enterprises, Inc., a Delaware corporation (“New Holdco”). The Company, NASCAR, the WCF Family Trustees, BZF, the BZF Trustee, LDK, JCF and New Holdco are collectively referred to herein as the “Parties,” and each a “Party.”

RECITALS

WHEREAS, pursuant to an Agreement and Plan of Merger by and among NASCAR, a newly formed merger subsidiary of NASCAR that will be a Florida corporation (“Merger Sub 1”), and International Speedway Corporation, a Florida corporation (“ISC”), Merger Sub 1 will merge with and into ISC, with ISC surviving as the surviving corporation and a wholly-owned subsidiary of NASCAR (such merger, the “ISC Merger,” and such agreement, the “ISC Merger Agreement”);

WHEREAS, the Company is a holding corporation that owns shares of ISC and cash and is also engaged in certain other payroll and administrative functions (the “Payroll/Administrative Functions”);

WHEREAS, as of the date hereof, there are eight shares of Company Common Stock (as defined below) outstanding (the “Company Shares”), 50% of which are owned by JCF and 50% of which are owned by the WCF Family Trustees (the “WCF Family Trust Company Shares”);

WHEREAS, LDK and the BZF Trust are each entitled to 50% of the assets held by the WCF Family Trustees as the beneficiaries of the WCF Family Trust (as defined herein); and

WHEREAS, pursuant to the terms and conditions set forth herein, (a) the WCF Family Trustees desire to distribute to LDK, and LDK desires to receive, 50% of the WCF Family Trust Company Shares (the “LDK Company Shares,” and such distribution, the “LDK Distribution”); (b) the WCF Family Trustees desire to distribute to the BZF Trustee (the “BZF Shareholder”), and the BZF Shareholder desires to receive, 50% of the WCF Family Trust Company Shares (the “BZF Company Shares,” and such distribution, the “BZF Distribution,” and together with the LDK Distribution, the “Company Share Distribution”); and (c) the BZF Shareholder desires to transfer to NASCAR, and NASCAR desires to acquire from the BZF Shareholder, the BZF Company Shares (the “BZF Company Share Acquisition”).

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND DEFINITIONAL PROVISIONS

Section 1.1 Defined Terms. Capitalized terms used in this Agreement have the meanings specified in this Section 1.1 or elsewhere in this Agreement, as the case may be:

“Affiliate” means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Closing Date” means the BZF Company Share Acquisition Closing Date or the Company Share Distribution Closing Date, as applicable.

“BZF Company Share Acquisition Closing Date” means the date specified in the BZF Company Share Acquisition Closing Notice.

“BZF Company Share Acquisition Closing Notice” means a written notice (electronic mail sufficient), delivered by NASCAR to the BZF Shareholder, stating the date and time for the consummation of the BZF Company Share Acquisition, which time shall be at least 24 hours after delivery of such notice, subseque

nt to the time for the Company Share Distribution Closing and Cash Distribution, and prior to the consummation of the ISC Merger.

“BZF Trust” means the trust held under Article NINTH of the William C. France Family Trust Agreement, dated November 4, 2004, of which Brian Z. France is the primary beneficiary.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Common Stock” means the shares of common stock, par value zero dollars ($0) per share, of the Company.

“Company Share Distribution Closing Date” means the date specified in the Company Share Distribution Closing Notice.

“Company Share Distribution Closing Notice” means a written notice (electronic mail sufficient), delivered by NASCAR to the WCF Trustees, stating the date and time for the consummation of the Company Share Distribution Closing, which time shall be at least 24 hours after delivery of such notice and prior to the consummation of the ISC Merger.

“Governmental Authority” means any federal, state, county, municipal or other government, domestic or foreign, or any agency, board, bureau, commission, court, department or other instrumentality of any such government.

“ISC Common Stock” has the same meaning as the term “Company Common Stock” in the ISC Merger Agreement.

“Laws” means any federal, state, local, municipal or foreign administrative order, constitution, law, ordinance, principle of common law, court order, consent, decree, regulation, governmental license, permit, statute or treaty as in effect on the date hereof.

“Lien” means any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance.

“Person” means any natural person, entity, personal representative of an estate, trustee of a trust, union or employee organization or Governmental Authority.

“Silver State Transactions” means the transactions contemplated under the (a) Identification, Sequestration and Basis Identification Instrument of BJF Silver State Limited Partnership, dated as of May 17, 2019; (b) Master Distribution Instrument of BJF Silver State Limited Partnership, dated as of May 17, 2019; (c) Distribution Instrument of BJF Nevada, LLC, dated as of May 17, 2019; (d) Distribution Instrument of 2012 Betty Jane France Family Trust, dated as of May 17, 2019; (e) Distribution Instrument of Estate of Betty Jane France, dated as of May 17, 2019; and (f) Distribution Instrument of William C. France Family Trust, dated as of May 17, 2019.

“Tax” means (a) any and all federal, state, local and foreign taxes and other assessments, governmental charges, duties, fees, levies and liabilities in the nature of a tax, including taxes based upon or measured by gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes and (b) all interest, penalties and additions imposed with respect to such amounts in clause (a).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement of or relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Treasury Regulations” means the regulations promulgated under the Code by the U.S. Department of the Treasury and the U.S. Internal Revenue Service.

“WCF Agreement” means that certain Stock Transfer Agreement (WCF), dated as of May 17, 2019, among WCF Family I, Inc., NASCAR, New Holdco, LDK, BZF and the co-personal representatives of the Estate of Betty Jane France.

“WCF Family Trust” means the Trust held under Paragraph C of Article SEVENTH of the William C. France Family Trust, dated November 4, 2004.

“WOLP Transactions” means the transactions contemplated under the (a) Master Distribution/Redemption Instrument of Western Opportunity Limited Partnership, dated as of May 17, 2019; and (b) Distribution Instrument of Estate of Betty Jane France, dated as of May 17, 2019.

Section 1.2 Other Definitional Provisions.

(a) This Agreement uses the words “herein,” “hereof” and “hereunder,” and words of similar import to refer to this Agreement as a whole and not to any specific provision of this Agreement, and the words “Article” and “Section” to refer to Articles and Sections of this Agreement, respectively, unless otherwise specified.

(b) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

(c) As used in this Agreement, the word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

(d) The language this Agreement uses will be deemed to be the language the Parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against any Party hereto.

ARTICLE II
DISTRIBUTIONS; BZF COMPANY SHARE ACQUISITION; CLOSINGS

Section 2.1 Company Share Distribution. Subject to the delivery by NASCAR of the Company Share Distribution Closing Notice, at the Company Share Distribution Closing (as defined herein), the WCF Family Trustees will distribute to (a) LDK, and LDK will receive from the WCF Family Trustees, all right, title and interest in the LDK Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws), and (b) the BZF Shareholder, and the BZF Shareholder will receive from the WCF Family Trustees, all right, title and interest in the BZF Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws). NASCAR shall deliver the Company Share Distribution Closing Notice prior to the effectiveness of the merger contemplated by the ISC Merger Agreement. The WCF Family Trust Company Shares will be distributed so that LDK and BZF will have an equivalent tax basis in such shares.

Section 2.2 Cash Distribution. Immediately following the Company Share Distribution pursuant to Section 2.1, the Company will distribute all of its cash to the holders of the Company Common Stock (JCF, LDK and the BZF Shareholder) on a pro rata basis in accordance with their ownership of Company Shares by wire transfer of immediately available funds to the accounts specified in writing by such Persons prior thereto or check (as elected by the Company) or other manner as agreed between the applicable Parties (the “Cash Distribution”).

Section 2.3 BZF Company Share Acquisition; Consideration. Subject to the delivery by NASCAR of the BZF Company Share Acquisition Closing Notice, at the BZF Company Share Acquisition Closing (as defined herein), the BZF Shareholder will transfer, assign, convey and deliver to NASCAR, and NASCAR will acquire from the BZF Shareholder, all right, title and interest in the BZF Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws), for aggregate consideration equal to the product of (a) the per share Merger Consideration (as defined in the ISC Merger Agreement), (b) the number of shares of ISC Common Stock owned by the Company on the Applicable Closing Date related to the BZF Company Share Acquisition Closing, and (c) 25% (the “Consideration”). NASCAR shall deliver the BZF Company Share Acquisition Closing Notice prior to the effectiveness of the merger contemplated by the ISC Merger Agreement. For U.S. federal (and applicable state and local) income tax purposes, the Parties agree to report the BZF Company Share Acquisition as a sale of BZF Company Shares governed by Section 1001 of the Code, and the acquisition of shares of ISC Common Stock pursuant to the ISC Merger (other than any shares of ISC Common Stock owned by NASCAR or its Affiliates immediately prior to the effective time of the ISC Merger and any Company Equity Awards (as defined in the ISC Merger Agreement)) as a sale of ISC Common Stock governed by Sections 302(a) and/or 1001 of the Code. In the event of any tax audit involving BZF or his Affiliates, any of his children, the BZF Trust, The Brian Z. France 2012 Trust B held under a Declaration of Trust dated December 20, 2012, an Alaska trust, The Betty Jane France 2010 Descendants Trust B Exempt held under an Agreement of Trust dated April 5, 2000 as modified by a Declaration of Trust made as of July 14, 2010, an Alaska trust, or The Betty Jane France 2010 Descendants Trust B Non-Exempt held under an Agreement of Trust dated April 5, 2000 as modified by a Declaration of Trust made as of July 14, 2010, an Alaska trust (each a “BZF Affiliate”), in respect of the BZF Company Share Acquisition or the ISC Merger, the Parties agree to cooperate to provide information that is reasonably necessary for the BZF Affiliates to defend such tax audit. Each BZF Affiliate that is not a Party is intended to, and shall, constitute a third-party beneficiary of this Section 2.3.

Section 2.4 Closings.

(a) Unless this Agreement shall have been terminated in accordance with Section 6.11, the closing of the Company Share Distribution (the “Company Share Distribution Closing”) and the closing of the BZF Company Share Acquisition (the “BZF Company Share Acquisition Closing” and together with the Company Share Distribution Closing, the “Closings”) shall occur at the dates and times set forth in the Company Share Distribution Closing Notice and the BZF Company Share Acquisition Closing Notice, as applicable, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112 or at such other place and time as agreed to by the Parties hereto; provided, that, in all events the Closings shall occur prior to the ISC Merger.

(b) The Closings and the consummation of the Silver State Transactions, the WOLP Transactions and the transactions contemplated by the WCF Agreement shall all occur prior to the consummation of the ISC Merger.

Section 2.5 Closing Deliverables.

(a) At the Company Share Distribution Closing, (i) the WCF Family Trustees shall deliver to LDK and the BZF Shareholder stock certificates evidencing the LDK Company Shares and BZF Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and the BZF Shareholder, respectively, shall deliver to the WCF Family Trustees a properly completed certificate reasonably acceptable to the WCF Family Trustees and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and the BZF Shareholder, respectively, is not a “foreign person” as defined in Section 1445 of the Code.

(b) At the BZF Company Share Acquisition Closing, (i) the BZF Shareholder shall deliver to NASCAR (1) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (2) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that the BZF Shareholder is not a “foreign person” as defined in Section 1445 of the Code and (ii) NASCAR shall deliver to the BZF Shareholder by wire transfer of immediately available funds to an account specified in writing by the BZF Shareholder or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration.

ARTICLE III
GENERAL REPRESENTATIONS AND WARRANTIES OF EACH PARTY

Each Party represents and warrants to each other Party that the statements contained in this Article III are true and correct as of the date hereof and as of the Applicable Closing Date.

Section 3.1 Organization. If such Party is not a natural individual, such Party is an entity duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted. Such Party is duly licensed or qualified to do business in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except as would not reasonably be expected to have a material adverse effect on such Party.

Section 3.2 Power . Such Party has all necessary power, legal capacity and authority to execute and deliver this Agreement and to perform its obligations in this Agreement. This Agreement, when executed and delivered by such Party, assuming due authorization, execution and delivery of this Agreement by the other Parties hereto, will constitute a valid and legally binding obligation of such Party, enforceable in accordance with its terms, except as that enforceability may be limited by (a) general principles of equity (whether considered in a proceeding at law or in equity) and (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and other laws now or hereafter in effect relating to creditors’ rights or the relief of debtors generally.

Section 3.3 No Conflicts. The execution, delivery and performance of this Agreement by such Party in accordance with the terms of this Agreement and the effectuation of the transactions contemplated by this Agreement do not and will not (a) violate or conflict with any applicable Law; (b) breach or constitute a default under any agreement or instrument to which such Party is a party or by which such Party is bound; (c) require the consent, approval, notice, or filing with, or other action by, any Person; (d) if such Party is not a natural individual, violate any provision of the organizational or governing documents of such Party, or (e) result in the creation or imposition of, or afford any Person the right to obtain, any Lien upon any of the Company Shares (or upon any revenues, income or profits therefrom).

Section 3.4 No Proceeding. No action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal, but excluding those between or among the Parties) commenced, brought, conducted or heard by or before or otherwise involving, any Governmental Authority or arbitrator is pending or, to the knowledge of such Party, as applicable, threatened to which such Party is or may become a party that (a) questions or involves the validity or enforceability of such Person’s obligations under this Agreement or (b) seeks (or reasonably may be expected to seek) to prevent or delay the consummation by such Person of the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such action, arbitration, audit, hearing, investigation, litigation or suit.

Section 3.5 Compliance with Laws. Such Party is now and has always been in compliance in all respects with all applicable Laws, except where any such failure to comply with such Laws would not reasonably be expected to have the effect of prohibiting or impairing the consummation of the transactions contemplated by this Agreement. No order, decision, judgment, ruling, writ, injunction, decree or award of any Governmental Authority is pending or binding upon such Party or, to the knowledge of such Party, is threatened against such Party, that has or would reasonably be expected to have the effect of prohibiting or impairing the consummation of the transactions contemplated by this Agreement.

Section 3.6 Brokers. Other than, with respect to NASCAR, NASCAR’s arrangements in connection with the ISC Merger Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party.

Section 3.7 ISC Merger Agreement. Such Party has received a copy of a draft of the ISC Merger Agreement and has had the opportunity to review such draft in connection with the execution and delivery of this Agreement, and shall be entitled to a copy of the executed Merger Agreement. Such party acknowledges that such draft may be subject to change or modification after the date hereof without such Party’s consent and such Party waives any claims resulting from any such change or modification.

Section 3.8 Independent Investigation.

(a) Such Party has conducted its own independent investigation, review and analysis of the transaction contemplated hereby and has relied solely upon its own investigation. Except as set forth in this Agreement, no other Party has made any representation or warranty to such Party as to the Company’s business or the Company Shares.

(b) Such Party has had the opportunity to ask questions of and receive answers from each other Party concerning the terms and conditions of this Agreement, and such Party has read and understands this Agreement, which it acknowledges has been negotiated at arm’s length, and has obtained appropriate professional assistance with respect to all legal and tax consequences relating to the transactions contemplated hereby.

ARTICLE IV
SPECIFIC REPRESENTATIONS AND WARRANTIES OF CERTAIN PARTIES

Each applicable Party below represents and warrants to each other Party specified below that the statements contained in this Article IV are true and correct as of the date hereof and as of the Applicable Closing Date.

Section 4.1 Company Representations.

(a) The Company represents and warrants to New Holdco and NASCAR as follows:

(i) The authorized capital stock of the Company consists of the Company Common Stock, of which only the Company Shares are outstanding. The Company Shares constitute all of the issued and outstanding shares of capital stock of the Company. The Company Shares have been duly authorized and are validly issued, fully-paid and non-assessable. Except for this Agreement, there are no outstanding options, warrants, rights, calls, convertible securities, or other contracts, agreements, understandings or other instruments obligating the Company to issue, transfer, or sell any capital stock of the Company. There are no voting trusts, stockholder agreements, proxies, or other contracts, agreements, instruments, or understandings in effect with respect to the voting or transfer of any of the Company Shares, other than pursuant to this Agreement and the other agreements entered into in connection with the transactions contemplated by the ISC Merger. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness (a) the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) on any matter or (b) the value of which is directly based upon or derived from capital stock of, or other equity or voting interests in, the Company.

(ii) The Company is, and has at all times since its formation been, properly treated as an “S corporation” within the meaning of Sections 1361 and 1362 of the Code.

(iii) Other than the Payroll/Administrative Functions, its ownership of cash, ISC Common Stock and certain passive interests in public securities, and its execution of this Agreement, the Company has not engaged in any material business activities and has not incurred any material liabilities or obligations.

(b) The Company represents to BZF that other than its ownership of cash and ISC Common Stock the Company does not have any other assets.

Section 4.2 WCF Family Trustees Representations and Warranties. Each WCF Family Trustee represents and warrants to LDK and the BZF Shareholder as follows:

(a) There will be no voting trust agreements, powers of attorney, member agreements, proxies or any other contracts relating to the sale, transfer, voting, distribution rights or disposition of any of the WCF Family Trust Company Shares granting any Person any right in respect of the WCF Family Trust Company Shares after giving effect to the Company Share Distribution, other than pursuant to this Agreement and the other agreements entered into with respect thereto in connection with the transactions contemplated by the ISC Merger.

(b) As of the date of this Agreement, the WCF Family Trustees are the only legal and record owners of the WCF Family Trust Company Shares, and the WCF Family Trustees own the WCF Family Trust Company Shares free and clear of all Liens (other than Liens arising pursuant to applicable securities or estate tax Laws).

(c) The WCF Family Trust has more than adequate assets to satisfy the payments of debts, expenses and taxes due from or payable by it.

Section 4.3 BZF Trustee Representations. The BZF Trustee represents and warrants to NASCAR as follows:

(a) There will be no voting trust agreements, powers of attorney, member agreements, proxies or any other contracts relating to the sale, transfer, voting, distribution rights or disposition of any of the BZF Company Shares granting any Person any right in respect of the BZF Company Shares held by the BZF Shareholder after giving effect to the BZF Company Share Acquisition.

(b) After giving effect to the BZF Distribution, the BZF Shareholder will be the sole legal and record owner of the BZF Company Shares, and the BZF Shareholder will own the BZF Company Shares free and clear of all Liens (other than Liens arising pursuant to applicable securities or estate tax Laws).

(c) The BZF Trust has more than adequate assets to satisfy the payments of debts, expenses and taxes due from or payable by it.

Section 4.4 LDK, BZF Shareholder and NASCAR Representations. Each of LDK and the BZF Shareholder represent and warrant to the WCF Family Trustees, and NASCAR represents and warrants to the BZF Shareholder, as follows:

(a) Such Party has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Company Shares. With the assistance of such Party’s own professional advisors, to the extent that the such Party has deemed appropriate, such Party has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Company Shares and the consequences of this Agreement. Such Party has considered the suitability of the Company Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Company Shares.

(b) Such Party understands that the Company Shares are “restricted securities” under applicable federal securities Laws and that securities Laws provide in substance that such Party may dispose of the Company Shares only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom; and such Party understands that the Company has no obligation or intention to register any of the Company Shares, or to take action so as to permit sales pursuant to the Securities Act. Accordingly, such Party understands that under applicable Law, the undersigned may dispose of the Company Shares principally only in “private placements” that are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of such Party. Consequently, such Party understands that the undersigned must bear the economic risks of the investment in the Company Shares for an indefinite period of time.

ARTICLE V
AGREEMENTS AND COVENANTS

Section 5.1 Further Assurances. Each Party shall (a) execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to any other applicable Party such assignments or other instruments of transfer, assignment and conveyance, in form and substance reasonably satisfactory to such other applicable Party, and (b) take such actions, or cause such actions to be taken, in each case, as shall be reasonably necessary to consummate the transactions contemplated by this Agreement. Each of the Parties covenants and agrees that it shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated hereby in the most expeditious manner practicable. Each of the Parties further covenants and agrees that it shall not take any action or omit to take any action that would cause any of the representations or warranties contained this Agreement to become false or misleading.

Section 5.2 Certain Information(a).

(a) Each Party expressly acknowledges and agrees that the other Parties have not made and shall not be deemed to have made any representation or warranty in respect of the Company Shares or the transactions contemplated by this Agreement other than those expressly made in Articles III and IV.

(b) Without limiting the generality of the foregoing, BZF and the BZF Trustee further acknowledges and agrees that JCF, LDK, NASCAR and New Holdco may possess information regarding the Company, NASCAR, New Holdco, ISC or any of their Affiliates or its or their business not known to the BZF Shareholder and that (i) BZF and the BZF Trustee hereby irrevocably waive any claim that it might have based on the failure of JCF, LDK, NASCAR or New Holdco to disclose any such information and (ii) except for the representations set forth in Articles III and IV, none of the Company, JCF, LDK, NASCAR, New Holdco, ISC or any of their respective Affiliates or representatives has made or is making any representations or warranties of any kind, express, implied or statutory, at law or equity, with respect to the Company, NASCAR, New Holdco, ISC or any of its or their Affiliates or its or their business, including any express or implied warranties as to any financial projections or other forward-looking information with respect to the Company, NASCAR, New Holdco, ISC and its or their Affiliates.

(c) BZF and the BZF Trustee further acknowledges and agrees that it has not relied and is not relying upon any representations or warranties of NASCAR or any of its Affiliates or representatives other than those contained in Articles III and IV and that the BZF Shareholder will not, and will cause its Affiliates not to, assert any claims or take any position in any legal proceeding that is inconsistent with the provisions of this Section 5.2.

(b) Without limiting the generality of the foregoing, JCF, LDK, NASCAR and New Holdco further acknowledge and agree that the BZF Trustee may possess information regarding the Company, NASCAR, New Holdco, ISC or any of its or their Affiliates or its or their business not known to JCF, LDK, NASCAR and New Holdco and that (i) JCF, LDK, NASCAR and New Holdco hereby irrevocably waive any claim that they might have based on the failure of the BZF Trustee to disclose any such information and (ii) except for the representations set forth in Articles III and IV, none of the BZF Trustee or any of its respective Affiliates or representatives has made or is making any representations or warranties of any kind, express, implied or statutory, at law or equity, with respect to the Company, NASCAR, New Holdco, ISC or any of its or their Affiliates or its or their business, including any express or implied warranties as to any financial projections or other forward-looking information with respect to the Company, NASCAR, New Holdco, ISC and its or their Affiliates.

(c) JCF, LDK, NASCAR and New Holdco further acknowledge and agree that they have not relied and are not relying upon any representations or warranties of the BZF Trustee or any of its Affiliates or representatives other than those contained in Articles III and IV and that the JCF, LDK, NASCAR and New Holdco will not, and will cause their Affiliates not to, assert any claims or take any position in any legal proceeding that is inconsistent with the provisions of this Section 5.2.

Section 5.3 Release. (a) Each of the BZF Trustee, on behalf of itself, its assigns and its successors-in-interest under this Agreement, and BZF, on behalf of himself, his heirs, his personal representatives and his successors-in-interest under this Agreement (collectively, the “BZF Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges NASCAR, New Holdco, the Company, JCF and LDK and each of their respective Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “NASCAR Released Parties”), and (b) each of NASCAR, New Holdco, the Company, JCF and LDK and each of their respective Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “NASCAR Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the BZF Trustee, its assigns and successors-in-interest under this Agreement, and BZF and his heirs, his personal representatives and his successors-in-interest under this Agreement (collectively, the “BZF Released Parties”), in each case, of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the BZF Releasing Parties or the NASCAR Releasing Parties, as applicable, may have against any of the NASCAR Released Parties or the BZF Released Parties, as applicable, now or in the future, in each case, in respect of any cause or matter arising from or relating in any way to the BZF Company Shares, BZF’s prior employment with NASCAR, National Association For Stock Car Auto Racing, Inc., a Florida corporation (“NASCAR SUB”), or their respective Affiliates (or the termination thereof), and that certain Sale Transaction Bonus Agreement between BZF and NASCAR SUB, dated August 1, 2013 (the “Bonus Agreement”); provided, however, that the BZF Releasing Parties’ rights and claims arising out of or relating to the Bonus Agreement, and any obligations of any NASCAR Released Party (including NASCAR SUB) thereunder, will be waived, released and discharged hereby only upon the consummation of, and only insofar as those rights and claims arise upon the consummation of, the transactions contemplated by the ISC Merger Agreement (in the form attached hereto as Exhibit A, including with respect to the terms and conditions thereof and the parties thereto, but irrespective of any amendments or changes thereto (even as may otherwise be contemplated or permitted by the ISC Merger Agreement) except as such amendments and changes do not result in any material change in the structure of such transactions or the parties thereto (excluding the addition or removal of majority-owned subsidiaries of New Holdco or NASCAR)) and the related restructurings of New Holdco, NASCAR and their respective Affiliates in connection therewith (including, for the avoidance of doubt, the acquisition of NASCAR by New Holdco or its wholly-owned subsidiaries, the conversion of NASCAR into (or merger of NASCAR with and into) a limited liability company that is wholly-owned, directly or indirectly, by New Holdco, and the contribution of shares of ISC Common Stock or entities (or equity interests thereof) that own shares of ISC Common Stock to New Holdco, in each case, in a transaction or series of related transactions); and provided further, however, that nothing contained herein releases or discharges any actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts, covenants (whether express or implied), claims or demands whatsoever, arising out of or relating to (i) any Party’s respective rights or obligations hereunder, under the WCF Agreement, under the agreements related to the Silver State Transaction and under the agreements related to the WOLP Transactions; (ii) any rights or claims which first arise after the applicable Party’s execution hereof (other than those arising under the Bonus Agreement in accordance with this Section 5.3); (iii) any acts or omissions constituting illegal conduct, fraud or embezzlement; (iv) any rights BZF or his Affiliates may have to indemnification or directors’ and officers’ liability insurance coverage from or through NASCAR, NASCAR SUB or any of their respective subsidiaries or Affiliates; or (v) any claims, causes of action, demands, fees or liabilities of any kind whatsoever which cannot be waived by law. The BZF Releasing Parties and the NASCAR Releasing Parties, as applicable, hereby irrevocably agree not to assert, directly or indirectly, any claim or demand, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any NASCAR Released Party or any BZF Released Party, as applicable, based upon any matter released hereby.

Section 5.4 Confidentiality. Each Party agrees to keep this Agreement and the terms and conditions hereof strictly confidential and not to disclose this Agreement or the terms and conditions hereof any third party other than its directors, officers, employees, Affiliates, advisors or other representatives who reasonably need to know such information; provided, that a Party shall be permitted to disclose this Agreement and the terms and conditions hereof as required under applicable Law (including, for the avoidance of doubt, the rules and regulations of any national securities exchange) or as requested by any governmental, regulatory or self-regulatory organization.

Section 5.5 Taxes. All transfer, documentary, sales, use, stamp, recording fees, registration and similar Taxes (“Transfer Taxes”) attributable to (a) the Company Share Distribution shall be paid by the WCF Family Trustees when due, and the WCF Family Trustees shall, at their expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and (b) the BZF Company Share Acquisition shall be paid by the BZF Shareholder when due, and the BZF Shareholder shall, at its expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. The BZF Shareholder and the WCF Family Trust shall each be responsible for its own income Taxes, including capital gains Taxes, arising out of or in connection with the ownership of the BZF Company Shares or WCF Family Trust Company Shares, as applicable, or the execution of and performance of the transactions contemplated by this Agreement. In the event that an obligation of any Party to deliver a certificate described in Section 2.5(a)(ii) or Section 2.5(b)(i)(2) has not been satisfied, then any Party obligated to make a payment under this Agreement shall be entitled to deduct and withhold from such payment all Taxes that such Party may be required to deduct and withhold under any provision of applicable Tax Law, and all such deducted or withheld amounts shall be treated as delivered to the Party in respect of which such deduction or withholding was made.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement signed by all the Parties hereto who would be affected by such modification, amendment or termination.

Section 6.2 Waivers and Consents. All waivers and consents given hereunder shall be in writing. No waiver by any Party hereto of any breach or anticipated breach of any provision hereof by any other Party shall be deemed a waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach, whether or not similar.

Section 6.3 Survival of Representations and Covenants. All representations, warranties, covenants, and agreements contained herein shall survive the Closing.

Section 6.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been received only if and when (a) personally delivered, (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), or (c) on the date sent by email of a document (with confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient (with confirmation of receipt):

(a) If to NASCAR or New Holdco:

[ ]

with a copy (which will not constitute notice) to:

[ ]

(b) If to BZF or the BZF Shareholder:

[ ]

(d) If to LDK:

[ ]

(e) If to JCF:

[ ]

(f) If to the Company:

[ ]

Section 6.5 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 6.6 Choice of Law; Jurisdiction and Venue.

(a) This Agreement, and any dispute, claim, legal action, suit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction).

(b) Each of the Parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware), for the purpose of any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in any such court.

(c) Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 6.4 and nothing in this Section 6.6 shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law, (ii) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement and (iii) agrees that it will not attempt to deny or defeat in any manner such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(d) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY MAKES THIS WAIVER VOLUNTARILY.

Section 6.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Section 6.8 Expenses. The Parties hereto shall pay their own expenses, including investment banking, accountants’ and attorneys’ fees, incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement.

Section 6.9 Right to Specific Performance. The Parties agree that the Company Shares constitute unique property, that there is no adequate remedy at law for the damage that any of the Parties might sustain for the failure of the other Parties to consummate this Agreement, and, accordingly, that each of them is entitled to the remedy of specific performance to enforce such consummation.

Section 6.10 Severability. The Parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provision deleted, and the rights and obligations of the Parties shall be construed and enforced accordingly. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section 6.11 Termination. If the ISC Merger Agreement is terminated in accordance with its terms without the closing of the ISC Merger having occurred, effective upon such termination, this Agreement shall forthwith become null and void and of no effect and the obligations of the Parties under this Agreement shall terminate, without liability of any Party (or any stockholder, director, officer, employee, consultant, financial advisor, legal counsel, financing source, accountant, insurer or other advisor, agent or representative of such Party); provided that nothing contained herein shall relieve any Party to this Agreement from any liability for damages resulting from fraud or willful material breach of any covenant by such Party prior to such termination, in each case, as determined by a court of competent jurisdiction pursuant to a final and nonappealable judgment. This Agreement may (subject to the foregoing) also be terminated by mutual consent of the Parties hereto in a written instrument.

Section 6.12 Assignment; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to NASCAR, New Holdco or any other Party shall include any successor (e.g., by merger or other reorganization, liquidation, or conversion) of NASCAR, New Holdco or any other Party, respectively. Except with respect to assignments by operation of law (e.g., by merger or other reorganization, liquidation, or conversion) to successors of NASCAR, New Holdco or any other Party, no Party may assign this Agreement or any of its rights, interests or obligations hereunder without the express prior written consent of each other Party hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

COMPANY:

AUTOMOTIVE RESEARCH BUREAU INC

By:	/s/ Lesa D. Kennedy
	Name	Lesa D. Kennedy
	Title:	President


NASCAR:

NASCAR HOLDINGS, INC.

By:	/s/ James C. France
	Name:	James C. France
	Title:	Chief Executive Officer

RANDOM BURNETT:

/s/ Random Burnett
Solely as Co-Trustee of the WCF Family Trust

HAROLD GOODEMOTE:

/s/ Harold Goodemote
Solely as Co-Trustee of the WCF Family Trust

RAYMOND MASON:

/s/ Raymond Mason
Solely as Co-Trustee of the WCF Family Trust

[Signature Page to Stock Transfer Agreement (ARB)]

TRUST HELD UNDER ARTICLE NINTH OF THE WILLIAM C. FRANCE FAMILY TRUST AGREEMENT F/B/O/ BRIAN Z. FRANCE

By:	/s/ Paul B. Brooks
	Name:	Paul B. Brooks
	Title:	Trustee and Independent Trustee

By:	/s/ R. Todd Wilson
	Name:	R. Todd Wilson
	Title:	Independent Trustee

By:	/s/ Deborah D. Lester
	Name:	Deborah D. Lester
	Title:	Independent Trustee

	LESA D. KENNEDY

	/s/ Lesa D. Kennedy

	JAMES C. FRANCE

	/s/ James C. France

[Signature Page to Stock Transfer Agreement (ARB)]

NEW HOLDCO:

FRANCE ENTERPRISES, INC.


By:	/s/ James C. France
	Name:	James C. France
	Title:	President

[Signature Page to Stock Transfer Agreement (ARB)]

	BRIAN Z. FRANCE

	/s/ Brian Z. France

[Signature Page to Stock Transfer Agreement (ARB)]

EXHIBIT A

ISC MERGER AGREEMENT

Exhibit (d)(4)

STOCK TRANSFER AGREEMENT (WCF)

This STOCK TRANSFER AGREEMENT (WCF), dated as of May 17, 2019 (this “Agreement”), is by and among WCF Family I, Inc., a Delaware corporation (the “Company”), NASCAR Holdings, Inc., a Florida corporation (“NASCAR”), Lesa D. Kennedy (“LDK”), Brian Z. France (“BZF”), LDK and BZF, as co-personal representatives of the Estate of Betty Jane France (solely in their capacities as such, “BJF Personal Representatives”), and France Enterprises, Inc., a Delaware corporation (“New Holdco”). The Company, NASCAR, LDK, BZF, the BJF Personal Representatives and New Holdco are collectively referred to herein as the “Parties,” and each a “Party.”

RECITALS

WHEREAS, the Company is a holding corporation that owns shares of ISC, cash and interests in Western Opportunity Limited Partnership, a Florida limited partnership (“WOLP”);

WHEREAS, as of the date hereof, there are 90 shares of Company Common Stock (as defined below) outstanding (the “Company Shares”), one-third of which are owned by BZF (the “BZF Initial Company Shares”), one-third of which are owned by LDK, and one-third of which are owned by the BJF Personal Representatives (the “BJF Estate Company Shares”); and

WHEREAS, pursuant to the terms and conditions set forth herein, (a) the BJF Personal Representatives desire to distribute to LDK, and LDK desires to receive, 50% of the BJF Estate Company Shares (the “LDK Additional Company Shares,” and such distribution, the “LDK Distribution”); (b) the BJF Personal Representatives desire to distribute to BZF, and BZF desires to receive, 50% of the BJF Estate Company Shares (the “BZF Additional Company Shares,” and together with the BZF Initial Company Shares, the “BZF Company Shares,” and such distribution, the “BZF Distribution,” and together with the LDK Distribution, the “Company Share Distribution”); (c) BZF desires to repay in full any amounts owed by BZF to NASCAR as of the Applicable Closing Date (for the avoidance of doubt, the Applicable Closing Date as is related to the BZF Company Share Acquisition), which NASCAR and BZF agree is equal to $3,196,524.77 in the aggregate (such amounts owed, the “BZF Repayment Amount”); and (d) BZF desires to transfer to NASCAR, and NASCAR desires to acquire from BZF, the BZF Company Shares (the “BZF Company Share Acquisition”).

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND DEFINITIONAL PROVISIONS

Section 1.1 Defined Terms. Capitalized terms used in this Agreement have the meanings specified in this Section 1.1 or elsewhere in this Agreement, as the case may be:

“Applicable Closing Date” means the BZF Company Share Acquisition Closing Date or the Company Share Distribution Closing Date, as applicable.

“ARB Agreement” means that certain Stock Transfer Agreement (ARB), dated as of May 17, 2019, among Automotive Research Bureau Inc., NASCAR, New Holdco, LDK, James C. France, BZF, the co-trustees of the WCF Family Trust (as defined therein) and the trustees of the BZF Trust (as defined therein).

“BZF Company Share Acquisition Closing Date” means the date specified in the BZF Company Share Acquisition Closing Notice.

“BZF Company Share Acquisition Closing Notice” means a written notice (electronic mail sufficient), delivered by NASCAR to BZF, stating the date and time for the consummation of the BZF Company Share Acquisition, which time shall be at least 24 hours after delivery of such notice, subsequent to the time for the Company Share Distribution Closing and Cash Distribution, and prior to the consummation of the ISC Merger.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Common Stock” means the shares of common stock, par value $1.00 per share, of the Company.

“Company Share Distribution Closing Date” means the date specified in the Company Share Distribution Closing Notice.

“Company Share Distribution Closing Notice” means a written notice (electronic mail sufficient), delivered by NASCAR to the BJF Personal Representatives stating the date and time for the consummation of the Company Share Distribution Closing, which time shall be at least 24 hours after delivery of such notice and prior to the consummation of the ISC Merger.

“ISC Common Stock” has the same meaning as the term “Company Common Stock” in the ISC Merger Agreement.

“Lien” means any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance.

“Person” means any natural person, entity, personal representative of an estate, trustee of a trust, union or employee organization or Governmental Authority.

“Silver State Transactions” means the transactions contemplated under the (a) Identification, Sequestration and Basis Identification Instrument of BJF Silver State Limited Partnership, dated as of May 17, 2019; (b) Master Distribution Instrument of BJF Silver State Limited Partnership, dated May 17, 2019; (c) Distribution Instrument of BJF Nevada, LLC, dated May 17, 2019; (d) Distribution Instrument of 2012 Betty Jane France Family Trust, dated as of May 17, 2019; (e) Distribution Instrument of Estate of Betty Jane France, dated as of May 17, 2019; and (f) Distribution Instrument of William C. France Family Trust, dated as of May 17, 2019.

“Treasury Regulations” means the regulations promulgated under the Code by the U.S. Department of the Treasury and the U.S. Internal Revenue Service.

Section 1.2 Other Definitional Provisions.

(b) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

ARTICLE II
DISTRIBUTIONS; BZF REPAYMENT; BZF COMPANY SHARE ACQUISITION; CLOSINGS

Section 2.1 Company Share Distribution. Subject to the delivery by NASCAR of the Company Share Distribution Closing Notice, at the Company Share Distribution Closing (as defined herein), the BJF Personal Representatives will distribute to (a) LDK, and LDK will receive from the BJF Personal Representatives, all right, title and interest in the LDK Additional Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws), and (b) BZF, and BZF will receive from the BJF Personal Representatives, all right, title and interest in the BZF Additional Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws). NASCAR shall deliver the Company Share Distribution Closing Notice prior to the effectiveness of the merger contemplated by the ISC Merger Agreement. The BJF Estate Company Shares will be distributed so that LDK and BZF will have an equivalent tax basis in such shares.

Section 2.2 Cash Distribution. Immediately following the Company Share Distribution pursuant to Section 2.1, the Company will distribute all of its cash (after giving effect to the WOLP Transactions) to the holders of the Company Common Stock (LDK and BZF) on a pro rata basis in accordance with their ownership of Company Shares by wire transfer of immediately available funds to the accounts specified in writing by such Persons prior thereto or check (as elected by the Company) or other manner as agreed between the applicable Parties (the “Cash Distribution”).

Section 2.3 BZF Repayment Amount. Unless NASCAR delivers to BZF the notice described in Section 2.6(b)(iii), BZF will pay to NASCAR the BZF Repayment Amount immediately prior to the BZF Company Share Acquisition (the “BZF Repayment”).

Section 2.4 BZF Company Share Acquisition; Consideration. Subject to the delivery by NASCAR of the BZF Company Share Acquisition Closing Notice, at the BZF Company Share Acquisition Closing (as defined herein), BZF will transfer, assign, convey and deliver to NASCAR, and NASCAR will acquire from BZF, all right, title and interest in the BZF Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws), for aggregate consideration equal to the product of (a) the per share Merger Consideration (as defined in the ISC Merger Agreement), (b) the number of shares of ISC Common Stock owned by the Company on the Applicable Closing Date related to the BZF Company Share Acquisition Closing (after giving effect to the WOLP Transactions), and (c) 50% (the “Consideration”). NASCAR shall deliver the BZF Company Share Acquisition Closing Notice prior to the effectiveness of the merger contemplated by the ISC Merger Agreement.

Section 2.5 Closings.

(b) The Closings and the consummation of the Silver State Transactions, the WOLP Transactions and the transactions contemplated by the ARB Agreement shall all occur prior to the consummation of the ISC Merger.

Section 2.6 Closing Deliverables.

(a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code.

(b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amount to NASCAR for purposes of this Agreement.

ARTICLE III
GENERAL REPRESENTATIONS AND WARRANTIES OF EACH PARTY

Each Party represents and warrants to each other Party that the statements contained in this Article III are true and correct as of the date hereof and as of the Applicable Closing Date.

Section 3.2 Power. Such Party has all necessary power, legal capacity and authority to execute and deliver this Agreement and to perform its obligations in this Agreement. This Agreement, when executed and delivered by such Party, assuming due authorization, execution and delivery of this Agreement by the other Parties hereto, will constitute a valid and legally binding obligation of such Party, enforceable in accordance with its terms, except as that enforceability may be limited by (a) general principles of equity (whether considered in a proceeding at law or in equity) and (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and other laws now or hereafter in effect relating to creditors’ rights or the relief of debtors generally.

Section 3.7 ISC Merger Agreement. Such Party has received a copy of a draft of the ISC Merger Agreement and has had the opportunity to review such draft in connection with the execution and delivery of this Agreement, and shall be entitled to a copy of the executed Merger Agreement. Such Party acknowledges that such draft may be subject to change or modification after the date hereof without such Party’s consent and such Party waives any claims resulting from any such change or modification.

Section 3.8 Independent Investigation.

ARTICLE IV
SPECIFIC REPRESENTATIONS AND WARRANTIES OF CERTAIN PARTIES

Section 4.1 Company Representations.

(a) The Company represents and warrants to New Holdco and NASCAR as follows:

(ii) The Company is, and has at all times since its formation been, properly treated as an “S corporation” within the meaning of Sections 1361 and 1362 of the Code.

(iii) Other than its ownership of cash, ISC Common Stock, and interests in WOLP, and its execution of this Agreement, the Company has not engaged in any material business activities and has not incurred any material liabilities or obligations.

(b) The Company represents to BZF that other than its ownership of cash, ISC Common Stock and equity interests in WOLP, the Company does not have any other assets.

Section 4.2 BJF Personal Representatives Representations and Warranties. Each BJF Personal Representative represents and warrants to LDK and BZF as follows:

(a) There will be no voting trust agreements, powers of attorney, member agreements, proxies or any other contracts relating to the sale, transfer, voting, distribution rights or disposition of any of the BJF Estate Company Shares granting any Person any right in respect of the BJF Estate Company Shares after giving effect to the Company Share Distribution, other than pursuant to this Agreement and the other agreements entered into with respect thereto in connection with the transactions contemplated by the ISC Merger.

(b) As of the date of this Agreement, the BJF Personal Representatives are the only legal and record owners of the BJF Estate Company Shares, and the BJF Personal Representatives own the BJF Estate Company Shares free and clear of all Liens (other than Liens arising pursuant to applicable securities or estate tax Laws).

(c) The Estate of Betty Jane France has more than adequate assets to satisfy the payments of debts, expenses and taxes due from or payable by such estate.

Section 4.3 BZF Representations. BZF represents and warrants to NASCAR as follows:

(b) After giving effect to the BZF Distribution, BZF will be the sole legal, record, beneficial and equitable owner of the BZF Company Shares, and BZF will own the BZF Company Shares free and clear of all Liens (other than Liens arising pursuant to applicable securities or estate tax Laws).

Section 4.4 LDK, BZF and NASCAR Representations. Each of LDK and BZF represent and warrant to the BJF Personal Representatives, and NASCAR represents and warrants to BZF, as follows:

ARTICLE V
AGREEMENTS AND COVENANTS

Section 5.2 Certain Information.

(b) Each Party expressly acknowledges and agrees that the other Parties have not made and shall not be deemed to have made any representation or warranty in respect of the Company Shares or the transactions contemplated by this Agreement other than those expressly made in Articles III and IV.

(b) Without limiting the generality of the foregoing, BZF further acknowledges and agrees that LDK, NASCAR and New Holdco may possess information regarding the Company, NASCAR, New Holdco, ISC or any of their Affiliates or its or their business not known to BZF and that (i) BZF hereby irrevocably waives any claim that he might have based on the failure of LDK, NASCAR or New Holdco to disclose any such information and (ii) except for the representations set forth in Articles III and IV, none of the Company, LDK NASCAR, New Holdco, ISC or any of their respective Affiliates or representatives has made or is making any representations or warranties of any kind, express, implied or statutory, at law or equity, with respect to the Company, NASCAR, New Holdco, ISC or any of its or their Affiliates or its or their business, including any express or implied warranties as to any financial projections or other forward-looking information with respect to the Company, NASCAR, New Holdco, ISC and its or their Affiliates.

(c) BZF further acknowledges and agrees that he has not relied and is not relying upon any representations or warranties of NASCAR or any of its Affiliates or representatives other than those contained in Articles III and IV and that BZF will not, and will cause his Affiliates not to, assert any claims or take any position in any legal proceeding that is inconsistent with the provisions of this Section 5.2.

(c) Without limiting the generality of the foregoing, LDK, NASCAR and New Holdco further acknowledge and agree that BZF may possess information regarding the Company, NASCAR, New Holdco, ISC or any of their Affiliates or its or their business not known to LDK, NASCAR and New Holdco and that (i) LDK, NASCAR and New Holdco hereby irrevocably waive any claim that they might have based on the failure of BZF to disclose any such information and (ii) except for the representations set forth in Articles III and IV, none of BZF or any of his respective Affiliates or representatives has made or is making any representations or warranties of any kind, express, implied or statutory, at law or equity, with respect to the Company, NASCAR, New Holdco, ISC or any of its or their Affiliates or its or their business, including any express or implied warranties as to any financial projections or other forward-looking information with respect to the Company, NASCAR, New Holdco, ISC and its or their Affiliates.

(d) LDK, NASCAR and New Holdco further acknowledge and agree that they have not relied and are not relying upon any representations or warranties of BZF or any of his Affiliates or representatives other than those contained in Articles III and IV and that LDK, NASCAR and New Holdco will not, and will cause their Affiliates not to, assert any claims or take any position in any legal proceeding that is inconsistent with the provisions of this Section 5.2.

Section 5.3 Release. (a) BZF, on behalf of himself, his heirs, his personal representatives and his successors-in-interest under this Agreement (the “BZF Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges NASCAR, New Holdco, the Company and LDK and each of their respective Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “NASCAR Released Parties”), and (b) each of NASCAR, New Holdco, the Company and LDK and each of their respective Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “NASCAR Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges BZF and his heirs, his personal representatives and his successors-in-interest under this Agreement (the “BZF Released Parties”), in each case, of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the BZF Releasing Parties or the NASCAR Releasing Parties, as applicable, may have against any of the NASCAR Released Parties or the BZF Released Parties, as applicable, now or in the future, in each case, in respect of any cause or matter arising from or relating in any way to the BZF Company Shares, BZF’s prior employment with NASCAR, National Association For Stock Car Auto Racing, Inc., a Florida corporation (“NASCAR SUB”), or their respective Affiliates (or the termination thereof), and that certain Sale Transaction Bonus Agreement between BZF and NASCAR SUB, dated August 1, 2013 (the “Bonus Agreement”); provided, however, that the BZF Releasing Parties’ rights and claims arising out of or relating to the Bonus Agreement, and any obligations of any NASCAR Released Party (including NASCAR SUB) thereunder, will be waived, released and discharged hereby only upon the consummation of, and only insofar as those rights and claims arise upon the consummation of, the transactions contemplated by the ISC Merger Agreement (in the form attached hereto as Exhibit A, including with respect to the terms and conditions thereof and the parties thereto, but irrespective of any amendments or changes thereto (even as may otherwise be contemplated or permitted by the ISC Merger Agreement) except as such amendments and changes do not result in any material change in the structure of such transactions or the parties thereto (excluding the addition or removal of majority-owned subsidiaries of New Holdco or NASCAR)) and the related restructurings of New Holdco, NASCAR and their respective Affiliates in connection therewith (including, for the avoidance of doubt, the acquisition of NASCAR by New Holdco or its wholly-owned subsidiaries, the conversion of NASCAR into (or merger of NASCAR with and into) a limited liability company that is wholly-owned, directly or indirectly, by New Holdco, and the contribution of shares of ISC Common Stock or entities (or equity interests thereof) that own shares of ISC Common Stock to New Holdco, in each case, in a transaction or series of related transactions); and provided further, however, that nothing contained herein releases or discharges any actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts, covenants (whether express or implied), claims or demands whatsoever, arising out of or relating to (i) any Party’s respective rights or obligations hereunder, under the WCF Agreement, under the agreements related to the Silver State Transaction and under the agreements related to the WOLP Transactions; (ii) any rights or claims which first arise after the applicable Party’s execution hereof (other than those arising under the Bonus Agreement in accordance with this Section 5.3); (iii) any acts or omissions constituting illegal conduct, fraud or embezzlement; (iv) any rights BZF or his Affiliates may have to indemnification or directors’ and officers’ liability insurance coverage from or through NASCAR, NASCAR SUB or any of their respective subsidiaries or Affiliates; or (v) any claims, causes of action, demands, fees or liabilities of any kind whatsoever which cannot be waived by law. The BZF Releasing Parties and the NASCAR Releasing Parties, as applicable, hereby irrevocably agree not to assert, directly or indirectly, any claim or demand, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any NASCAR Released Party or any BZF Released Party, as applicable, based upon any matter released hereby.

Section 5.5 Taxes. All transfer, documentary, sales, use, stamp, recording fees, registration and similar Taxes (“Transfer Taxes”) attributable to (a) the Company Share Distribution shall be paid by the BJF Personal Representatives when due, and the BJF Personal Representatives shall, at their expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and (b) the BZF Company Share Acquisition shall be paid by BZF when due, and BZF shall, at its expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. BZF and the BJF Personal Representatives shall each be responsible for its own income Taxes, including capital gains Taxes, arising out of or in connection with the ownership of the BZF Company Shares or BJF Estate Company Shares, as applicable, or the execution of and performance of the transactions contemplated by this Agreement. In the event that an obligation of any Party to deliver a certificate described in Section 2.6(a)(ii) or Section 2.6(b)(ii)(B) has not been satisfied, then any Party obligated to make a payment under this Agreement shall be entitled to deduct and withhold from such payment all Taxes that such Party may be required to deduct and withhold under any provision of applicable Tax Law, and all such deducted or withheld amounts shall be treated as delivered to the Party in respect of which such deduction or withholding was made.

ARTICLE VI

GENERAL PROVISIONS

Section 6.3 Survival of Representations and Covenants. All representations, warranties, covenants, and agreements contained herein shall survive the Closing.

(a) If to NASCAR or New Holdco:

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with a copy (which will not constitute notice) to:

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(b) If to BZF:

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(d) If to LDK:

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(e) If to the Company:

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Section 6.5 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 6.6 Choice of Law; Jurisdiction and Venue.

(c) Each of the Parties irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 6.4 and nothing in this Section 6.6 shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law, (ii) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement and (iii) agrees that it will not attempt to deny or defeat in any manner such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

	COMPANY:

	WCF FAMILY I, INC.

	By:	/s/ Lesa D. Kennedy
		Name	Lesa D. Kennedy
		Title:	President


	NASCAR:

	NASCAR HOLDINGS, INC.

	By:	/s/ James C. France
		Name:	James C. France
		Title:	Chief Executive Officer


	LESA D. KENNEDY

	/s/ Lesa D. Kennedy
	Individually and as co-personal representative of the Estate of Betty Jane France

	NEW HOLDCO:

.	FRANCE ENTERPRISES, INC.

	By:	/s/ James C. France
		Name:	James C. France
		Title:	President

[Signature Page to Stock Transfer Agreement (WCF)]

	BRIAN Z. FRANCE

	/s/ Brian Z. France
	Individually and as co-personal representative of the Estate of Betty Jane France

[Signature Page to Stock Transfer Agreement (WCF)]

EXHIBIT A

ISC MERGER AGREEMENT