HUSETS SPEEDWAY 2012 S. Splitrock Blvd, Brandon, SD 57005

Dennis Breske, MBA, CCIM, SIOR

Senior Vice President+1 605 444 7100 direct+1 605 310 6666 mobile dbreske@naisiouxfalls.com

Dale Zomer Senior Vice President+1 605 444 7117 direct+1 605 351 1218 mobile dzomer@naisiouxfalls.com

Husets.com2012 S Splitrock Blvd | Brandon, SD 57005

PROPRIETARY AND CONFIDENTIAL

CONFIDENTIAL INFORMATION MEMORANDUM

Propr ie ta ry and Conf ident ia l

The information contained in this Memorandum has been prepared by Huset’s Speedway (“Huset’s”) for delivery to a limited number of pre-selected parties who may be interested in a proposed transaction with Huset’s (the “Proposed Transaction”). The Memorandum contains confidential and proprietary information of Huset’s. Such information is being submitted solely for your confidential use with the express understanding that, unless you obtain and receive Huset’s’ prior written permission, you are prohibited from releasing this Memorandum, discussing the information in this Memorandum, or making a reproduction or use of this Memorandum for any purpose other than for your sole evaluation of the Proposed Transaction.

If a party receives this Memorandum but is not the intended recipient, you are hereby notified that you have received this Memorandum, and any attachments, in error and any review, dissemination, distribution, or copying of this material is strictly prohibited.

Please carefully read this Memorandum in its entirety. This Memorandum does not purport to be all-inclusive or to contain all of the information that you would need in connection with a Proposed Transaction or evaluation thereof. You must conduct your own due diligence and review of Huset’s and any Proposed Transaction. You also should consult with your own investment, tax and other advisors in evaluating Huset’s and any Proposed Transaction.

This Memorandum may contain “forward-looking statements” including financial projections. These statements can be identified by introductory words such as “expects,” “plans,” “intends,” “believes,” “will,” “estimates,” “forecasts,” “projects” or words of similar meaning, and by the fact that they do not relate strictly to historical or current facts. Many factors may cause actual results to differ from forward-looking statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others of which are not. No forward-looking statement is a guarantee of future results or events, and you should avoid placing undue reliance on such statements. Except as otherwise indicated, this Memorandum speaks as of the date hereof. The delivery of this Memorandum does not imply there has not been or will not be a change in the affairs of Huset’s after the date hereof, nor does it create any duty on Huset’s to update or supplement any information provided in this Memorandum.

All communications or inquiries relating to this Memorandum should be directed to the persons listed below:

Charles Brennan – Founder/CEO/President8860 W. Sunset RoadLas Vegas, NV 89148Cell (702) 493-9422

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EXECUTIVE SUMMARYINTRODUCTIONThis one-of-a-kind, turnkey racing and entertainment venue has been quoted as being one of the nicest, most modern and high-tech dirt track facilities in the United States. Over $18 million invested and a recent full renovation are the latest developments in a rich history that started over 65 years ago.

Nestled on nearly 75 acres, Huset’s Speedway is a legendary gathering point for crowds that swell to over 9,000 in the grandstands and over 20,000 for concerts and festivals. The opportunities lying in wait for Huset’s Speedway are limitless.

So what does turnkey mean? Quite simply, the assets that made the 2016 season at the Speedway so successful will be yours. Assets such as new concession equipment, PA systems, track maintenance vehicles, monster digital billboards, almost one hundred billboard installations, active online properties, plus much more!

The renovations that modernized the venue are truly remarkable. Some of the most notable and breathtaking renovations include the 9,000 capacity aluminum grandstands, the newly-paved infield, an incredible 18 suite VIP structure, and of course the iconic 3-story Turn 4 Tower.

Legendary racers from around the world have raced here like Tony Stewart, Kasey Khane, Kyle Larson from NASCAR and Brian Clauson, Roger Rager and Steve Kinser from Indy. Concerts like Weezer, Panic! At the Disco, and Hairball gave these crowds a fresh flavor and demonstrated the versatility of the venue.

These events and renovations put this historic Speedway back on the map for dirt-track enthusiasts. Now it’s primed and ready for the legacy to continue in your hands.

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Best Racing in the Country. There are several famous race tracks around the country, but arguably the greatest short track in the in the United States is Huset’s Speedway. The size and banking of the track makes it unique and provides some of the closest and most competitive dirt track racing anywhere.

Tremendous Growth Opportunity. There is approximately $3,000,000 in potential annual advertising and sponsorship revenue. From naming rights on brand new buildings and suites, to advertising opportunities on billboards, digital boards, picnic areas and race day programs.

Huge Income Opportunity. With a facility that can hold 20,000 people for special events, the income potential is through the roof. Ticket sales, suite sales, concessions and alcohol are going to be huge! Having the ability to bring in the special events such as concerts and Monster Trucks is just unheard of for a dirt track.

Concession Stands. All new concession stand equipment was purchased for the 2016 season. There are endless menu options and the potential revenue driven from concessions is unlike any other dirt track.

History. The track is widely regarded as one of the top dirt tracks in the country. Opened in 1954, the Speedway has become a bucket list track for drivers from coast to coast. NASCAR stars Tony Stewart, Kasey Khane and Kyle Larson have all raced at the Speedway, as has Indianapolis 500 starters Roger Rager, Bryan Clauson and Steve Kinser.

National Awareness. Huset’s Speedway has hosted several national touring series. The famed World of Outlaws and the United States Auto Club (USAC) both made stops on their national tour. The track also played host to the International Motor Contest Association (IMCA) and the United States Racing Association (USRA).

REASONS TO CONSIDER

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huset’s SPEEDWAY AT A GLANCE

18vip

suites

9000grandstand

capacity

Lotsof onsite

restrooms

40+parking

acres

7Concession

Areas

COMPANY HISTORY

Fall 1953Tilman Huset

breaks ground in his soybean field and carves out a

rough track

may 23, 1954crowds witness the first race at

huset’s speedway

1955Track is reconfigured into a circle and lights are added

1958after a 2-year hiatus at

Huset’s and a driver boycott of rival soo

speedway, sioux falls racing almost dies. the

newly-formed sioux falls stock car association purchases huset’s and

racing lives on. local legend fred

buckmiller steps in as the track promoter bringing media, publicity, racers,

and the iconic white uniform

“remember boys, we’re a bunch of

poor bastards in a rich man’s Sport.”

1964A new engine spec was

introduced that allowed a newer overhead valve

engine made by chevrolet, ford, and chrysler marking the beginning of the end for

full bodied coupes

1979the final year of the

supermodified racecar

may1980the first sprint car races held at huset’s speedway

1982the beach boys perform to an

incredible crowd of over 14,000

1982fred buckmiller passes away. Bill Leesch and Ed

flowers step into buckmiller’s role

1983World of outlaws makes its first appearance at Huset’s

1985WILLIE NELSON PERFORMS TO A CROWD OF OVER

12,000

1989clarence, steve, and

greg rubin purchases the track from the sioux falls

stock car association

1991turn 1 suite building

constructed

1992crash Walls raised by 3 feet

1993the great flood of 1993

causes extensive damage to huset’s

speedway

1997the united states auto

club makes its first appearance at the

speedway with a national midget series

race

2008NEW CATCH FENCE ADDED

AROUND THE TRACK

JULY 2013TONY STEWART RACES

WITH THE WORLD OF OUTLAWS AT THE

TRACK

july 2015construction begins on

Huset’s Speedway renovations july 2016

USAC Sprint Cars makes their first appearance in the state of South Dakota

at huset’s speedway5

HUSET’S SPEEDWAY GROUNDS

ClimateControlled

luxuryfurnishings

elevatorservice

50”HD TVs

PrivateBathrooms

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***full list of buildings on last page

VIP Suites

Turn 4 Tower

Turn 1 Lounge

ADDITIONAL ASSETS

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• Turnkey Concession Areas• Liquor License• Over 15 Buildings & Structures• Over 20 Vehicles, Trailers, and UTV’s• Complete Sound System• Complete Racing Communication System• iPads for POS Systems• Cash Register Systems• Computers, Laptops, and Cabling All the suites and buildings are packed full of custom furnishings, tables, chairs, barstools, etc…

(30) 50”+ Televisions(2) 14’ x 48’ Digital Boards(1) 10.5’ x 14’ Digital Board

3 water trucks

26,000SF back pit lot

94,000SF newly-concreted infield

600SF Driver services building

fire truck

online properties

***full list of assets on last page

SAT. MAY 14SAT. MAY 21SUN. MAY 22SUN. MAY 29SAT. JUNE 4SUN. JUNE 5

SAT. JUNE 11SUN. JUNE 12SAT. JUNE 25 SUN. JUNE 26

SAT. JULY 2SUN. JULY 3SAT. JULY 9

SUN. JULY 10SAT. JULY 16SUN. JULY 17WED. JULY 20FRI. JULY 22SAT. JULY 23SUN. JULY 24SAT. JULY 30SUN. JULY 31

SAT. AUG 6SUN. AUG 7FRI. AUG 12SAT. AUG 13FRI. AUG 19SAT. AUG 20SUN. AUG 21SAT. AUG 27SUN. AUG 28SAT. SEPT 3

SAT. SEPT 10SUN. SEPT 11

TEST - ALL CLASSES$100,000 SILVER SHOOTOUTHALF PRICE FAMILY NIGHTHALF PRICE FAMILY NIGHTHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTWORLD OF OUTLAWS/FIREWORKSWORLD OF OUTLAWS/FIREWORKSHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTTHE HAIR BALL featuring ROB HALFORD and moreWEEZER & PANIC! AT THE DISCOHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTHUSET'S FEATURED RACESUNDAY NIGHT featuring ASCS SPRINT CARSHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTMONSTER-X TRUCK SHOWMONSTER-X TRUCK SHOWGOLD CUP WINGED QUALIFYINGGOLD CUP NON WINGED QUALIFYINGGOLD CUP CHAMPIONSHIPHUSET'S FEATURED RACEHALF PRICE FAMILY NIGHTGEICO MOTOCYCLE ENDUROCROSSCHAMPIONSHIP NIGHTCHAMPIONSHIP NIGHT

2016 SCHEDULE

410 Sprint Cars305 Sprints Cars

Late Model Street Stocks

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SUNDAY HALF PRICE FAMILY NIGHT360 Sprints CarsMicro Sprint Cars

Hobby Stocks

SATURDAY HUSET’S FEATURED RACE

2016 BY THE NUMBERS

CustomersThroughtheGates 86,577AveragePerEvent 2,624

GrossTicketSales $1,336,424AveragePerEvent $40,498

GrossFoodandBeverageSales $789,808AveragePerEvent $23,934

RaceTeamsAttended 321

SuitesandSeasonTicketRevenue $179,383

Sponsorship/Advertising/Trade $646,317

RetailandMerchandise $52,869

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2017 SILVER SHOOTOUT BY THE NUMBERS

ScannedCustomersThroughtheGates 3,324EstimatedAttendance(comps,sponsors,pitcrews,etc.) 5,250

GrossTicketSales $101,818

GrossFoodandBeverageSales $40,878

RaceTeamsAttended 61

SuitesandSeasonTicketRevenue $10,953

Sponsorship/Advertising/Trade $25,000

RetailandMerchandise $3,254

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May 13, 2017

FINANCIAL FORECAST

Total AttendanceTickets SoldComps/Sponsors/Pit Crews

RevenuesGross Ticket SalesBack Gate Fees (1)Food/Beverage/AlcoholFood Vendor Fees (2)Retail/Merchandise (3)

Additional RevenueAdvertising / Sponsors (4)Annual Suite Revenue (5)On-site Suite Upgrades (6)Pay Per View (7)

Total Revenue

ExpensesF&B Cost of Goods (8)Race PurseInsuranceUtilities/Grounds/Etc (9)Race Rescue Team (10)Security / Parkers (11)Concession Staff (12)Race Officials (13)Various other event staff (14)Audio/Video Staff (15)Cleaning / Facilities (16)Annual Salaries (17)Equipment RentalsSupplies / PostageMarketing / AdvertisingMiscellaneous ExpensesTravel Assistance (18)Property TaxPoints Champion Accrual (19)

Total Expenses

Profit/Loss*key and explanations on next page

44,250 39,825 4,425

$918,000 $172,500 $553,125 $24,891 $44,250

$480,000 $160,000 $91,800 $7,500

$2,452,066

$184,191 $550,000 $32,825 $55,200 $16,000 $16,000 $24,000 $16,000 $24,000 $8,000 $24,000 $96,000 $24,000 $8,000 $59,500 $8,000 $15,000 $52,000 $37,500

$1,250,216

$1,201,850

Average Paid Attendance each race 2,250Average Comp Attendance each race 250Average Ticket Price $20.00Average food & beverage spend $12.50Annual Gross Advertising Revenue $400,000Annual Gross Sponsorship Revenue $200,000Annual Gross Suites Sales Revenue $200,000

16 Racing Eventsevery Sunday from

May 31, 2020 - September 13, 2020

These numbers are based on the following criteria:

5/31/20 - Grand Re-Opening $100k Big Event6/07/20 - Sunday Spectacular6/14/20 - Sunday Spectacular6/21/20 - Sunday Spectacular6/28/20 - Sunday Spectacular7/05/20 - Independence Day Event7/12/20 - Sunday Spectacular7/19/20 - Sunday Spectacular7/26/20 - Sunday Spectacular8/02/20 - Sunday Spectacular8/09/20 - Sunday Spectacular8/16/20 - Sunday Spectacular8/23/20 - Sunday Spectacular8/30/20 - Sunday Spectacular9/06/20 - Sunday Spectacular9/13/20 - Season Championship

These forecasts are just for a minimal racing program. There are several and many more revenue opportunities such as adding Saturday races or hosting community festival events. For example in 2016 we ran over 35 events and did not even scratch the surface of the potential for the facility that could also host major concerts.

FINANCIAL FORECAST (CONTINUED)

Please ask for and see our complete INTERACTIVE ELECTRONIC FORECASTING SPREADSHEET that allows you to plug in your own estimates to determine your potential profits or loss exposure. This allows you to test out ticket prices, ad sales, attendance, purse expenses, and every expense in a fun and easy way to see how many people you will need to break even or make your fortune.

Forecast Key and Explanations

(1) Back Gate Fees: This is based on an average of 350 people paying a back gate fee for an average pit entry fee of $30 ea.

(2) Food Vendor Fees: Outside food vendors such as pizza, BBQ, and burgers pay 30% of their gross sales to the house and based on 15% of our gross concession numbers.

(3) Retail/Merchandise: Based on everyone in attendance spending just $1.00 each at the merch stands. Items from t-shirts and jackets to tylenol and bug spray.

(4) Advertising / Sponsors: Includes all of the sponsorship programs, advertising revenue, billboards, group sales, etc.. Please see the marketing package for suggested pricing (this is a net figure to the business as it already calculates the input variable of the commission paid to the sales reps)

(5) Annual Suite Revenue: There are several individual suite options, group suite options, and season ticket options to be sold on an annual basis. Please see the marketing package for suggested pricing.

(6) On-Site Suite Upgrades: This is based on upgrading attendees on any given night to any un-sold suite inventory including group suites. Formula is upgrading only 10% of the paid tickets at 2x the standard ticket price.

(7) Pay Per View: Estimate of revenue share from the pay per view provider. House gets 70% and the Provider gets 30%.

(8) F&B Cost of Goods: This is based on 1/3 product cost for beer, soda, water, food, etc… 33.33% product cost is a high estimate and it should be even less if done properly.

(9) Utilities/Grounds/Etc: Utilities, Landscaping and various regular and occurring expenses broken down to a per event estimate

(10) Race Rescue Team: The weekly race fee that we were paying for race rescue personnel and ambulance service

(11) Security & Parkers: Based on approximately 12 security and parking staff per event.

(12) Concession Staff: Based on 24 concessions, bartenders, wait staff, etc.. Part time per event.

(13) Race Officials: Based on 10 Racing officials per event ranging from $50 each to $400 each per event for the main competition director.

(14) Various other event staff: Based on an additional 20 part time staff per event from ticket takers to box office, scoring, announcing, bar backs, and other misc positions.

(15) Audio/Video staff: Based on 6/7 audio and video part time staff for each event, camera operators, production staff, etc.

(16) Cleaning / Facilities: Internal and outsourced cleanup fees and staff to clean up the facility after each event.

(17) Annual Salaries: Full time facility general manager and part time administration assistant.

(18) Travel Assistance: Estimate of any travel assistance fees you may want to pay to the race teams to off-set their expenses.

(19) Points Champion Accrual: A fund set up for the various race class point champions for the full year of racing12

SUMMARY

PRICE$7,450,000

BUILDINGSOver 15 new or remodeled Buildings & Structures including: • VIP Suite Tower: 8,700 sq.ft. • 18 VIP Suites: 300 sq.ft. each • Turn 1 Tower: 1,500 sq.ft. • Turn 4 Tower: 7,500 sq.ft. • Driver Services: 600 sq.ft. • Admin Building: 450 sq.ft. • A/V Production Building: 350 sq.ft. • Midway Merch Stand: 340 sq.ft. • Midway Bar: 500 sq.ft. • North Ticket Booth: 160 sq.ft. • South Ticket Booth: 60 sq.ft. • Outlaw BBQ: 320 sq.ft. • Pizza Ranch: 240 sq.ft. • South Concession: 310 sq.ft. • Quonset: 2,000 sq.ft.

VEHICLES• Two Can-Am 8DGA Defenders, both 2016• United 8x16 Trailer, 2007• GMC CM66003 Red Water Truck, 1973• Chevy C7D042 Dump Truck, 1979• International 1724 Water Truck, 1982• International 1645 Truck, 1984• GMC W4S042 PT, 1986• DLTR 7x18 Trailer, 1994• DCT Flat 14 Trailer, 1995• GMC G3500 PT, 1995• Chevy CK15 Pickup, 2001• Mercury Grand Marquis Packer Car, 1999• Ford F700 Firetruck, 1980• Chevy Silverado K3500 Tow Truck, 2006• Chevy C35 Truck, 1995• Dump Truck Runner, 1936• Case 580-E Backhoe• Green John Deere• International S1600 Lift• Grater• Massey Furgeson Red Tractor

COMPUTER EQUIPMENT• Light Speed point-of-sale restaurant hardware and terminals• iPads for point-of-sale system• Technology equipment necessary to run the individual buildings (switches, ports, WiFi, etc.)• Computers, Laptops, and cabling• Cash Register Systems

MACHINERY & EQUIPMENT• Concessions and restaurant equipment to fill and fully operate all of the concession areas.• Two fully operational food and beverage concessions trailers• Industrial Mower• Fire safety systems, alarms and extinguishers• Custom grill with 84” firebox• T-shirt gatling gun• Walk-in coolers• Sound system – Pro Switcher ATEM• Sound system – broadcast panel• Complete Video Production System• Portable bars• Four safes• Six chest freezers• Infield vehicle scale• Complete Racing Communications System• Two High Capacity Vaults and Cash Dispensing units

MISCELLANEOUS • 94,000 sq.ft. newly concreted infield• 26,000 sq. ft. paved back pit lot• 90 Billboard Spaces• 8,300 seat grand stand • 1,800 flip-up seats• 40+ acres of parking• Over 12 bathroom facilities• Liquor License• Website and Social Media Pages• TV’s and large digital boards

FURNISHINGSAll the suites and buildings are packed full of custom furnishings, tables, chairs, barstools, etc…

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LAND+/- 74 Acres of Land