Speedway Motorsports, Inc. entered into an Agreement and Plan of Merger, dated July 23, 2019, with Sonic Financial Corporation and Speedco, Inc. and a wholly owned subsidiary of Parent (Purchaser). Pursuant to the Merger Agreement, at the Merger Effective Time and as a result of the Merger, Marcus G. Smith and William R. Brooks, the directors of Purchaser immediately prior to the Merger Effective Time, became the directors of the Company, and the officers of the Company immediately prior to the Merger Effective Time remained the officers of the Company as the surviving corporation. In connection with the Merger, at the Merger Effective Time, each of the directors of the Company other than Marcus G. Smith and William R. Brooks resigned as directors of the Company, and from all committees of the boards of directors of the Company. Each director resigned in accordance with the terms of the Merger Agreement and in connection with the consummation of Merger and the transactions contemplated thereby, and no director resigned because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. At the Conversion Effective Time and as a result of the Conversion, the officers of the Company immediately prior to the Conversion Effective Time became the officers of the Converted Company and O. Bruton Smith, Marcus G. Smith, B. Scott Smith and William R. Brooks were appointed to the Converted Company Board.