Participant understands that Fred Taylor, Jr. (the Founder, Chief
Executive Manager, and President) of Mojo Thoroughbred Holdings, LLC (a
separate/governing entity that conducts its racing operations as Mojo
Racing Partners) is offering shares in an independent Series LLC group
pursuant to the Terms & Conditions set forth in the particular
Participant further understands that it is the position of Mojo
Thoroughbred Holdings, LLC that no interest is a “security”
as that term is defined in the Securities Act of 1933, as amended (the
“Act”) and applicable state securities regulation statutes
(the “Blue Sky Laws”). However, in the interest of
providing further protection to Mojo Thoroughbred Holdings, LLC and its
Participants, Mojo Thoroughbred Holdings, LLC may comply with certain
provisions of the Act and Blue Sky Laws (and regulations thereunder)
that exempt an “investment” in Mojo Thoroughbred Holdings,
LLC from registration under such statutes.
information contained herein is being furnished to assist in the
determination of whether or not a potential Participant is eligible to
participate in the corresponding series group. Each Participant
represents to Mojo Thoroughbred Holdings, LLC that (i) the information
contained herein is complete and accurate and may be relied upon by
Mojo Thoroughbred Holdings, LLC, and (ii) the undersigned will notify
Mojo Thoroughbred Holdings, LLC immediately should questions arise
about the conditions of the agreement prior to the closing of the
purchase of interests.
information furnished is for the sole use of Mojo Thoroughbred
Holdings, LLC and will be held in confidence by the entity, except to
establish compliance with federal and state laws.
completing the Participation Document, each Participant hereby
subscribes for the number of interests set forth by the amount on the
signature page of the Participation Document. Controlling
interests are not allowed.
Acceptance of Subscription
is understood and agreed that Mojo Thoroughbred Holdings, LLC (the
entity) shall have the right to accept or reject any Participation
Document and that the same shall be deemed to be accepted by Mojo
Thoroughbred Holdings, LLC only when the corresponding Captial
Contributions have cleared the bank utilized by Mojo Thoroughbred
Holdings, LLC. Participation Documents need not be accepted in
the order received, and the Interests may be re-allocated in the event
of over participation.
Participant understands that the Capital Contributions funded with this
Participation Document will be deposited in an account for Mojo
Thoroughbred Holdings, LLC at a commercial financial
institution and will be returned in full to the
undersigned if the Participation Document is rejected by Mojo
Thoroughbred Holdings, LLC. It is also understood and agreed that
if this Participation Document is accepted by Mojo Thoroughbred
Holdings, LLC, future Capital Contributions tendered shall be paid to
Mojo Racing Partners in the amount relevant to the number of interests
set forth on the Participation Document.
Representations and Warranties of the Undersigned
undersigned hereby represents and warrants Mojo Thoroughbred Holdings,
LLC; the Founder, CEM, and President; and all other Participants that:
The potential Participant is able to bear the economic risks associated
with the series group, and consequently, is able to uphold his/her
interest for the defined period of time knowing that he/she could
sustain the loss of his/her entire investment in the series group in
the event that such a loss were to happen.
The potential Participant agrees that he/she has no immediate need
or hardship, and anticipates no need in the foreseeable future, that
would cause him/her to sell his/her Interest(s) for which he/she hereby
The potential Participant declares he/she is capable of evaluating
and recognizes the merits and risks associated with being a general
partner for this specific horse(s).
The potential Participant cannot offer, sell, divide, or dispose
of any portion of his Interests without the approval of the Managing
The potential Participant is aware that he/she must bear the economic
risk of being required to provide additional out of pocket Capital
Contributions during the term of the general partnership.
The potential Participant understands that revenues generated by
the racehorse(s) in the designated group may be put toward the
acquisition of bloodstock for the respective racing group and/or
utilized to offset business expenses of Mojo Thoroughbred Holdings, LLC.
The potential Participant has read the Participation
reviewed the respective attachments (if any); he/she has had the
opportunity to obtain any additional information necessary to verify
the accuracy of the information contained in these documents; and
he/she has taken the opportunity to meet with representatives of Mojo
Thoroughbred Holdings, LLC in order to ask questions regarding the
terms and conditions of this particular agreement, and all such
questions have been answered to his/her full satisfaction.
The potential Participant acknowledges he/she is an individual at
least 21 years old and a bonafide resident of the state set forth on
the signature page and has no present intention to become a resident of
any other state or jurisdiction.
The potential Participant understands and acknowledges that any
financial projections set forth in the corresponding Participation
Document are based on various estimates, assumptions, and forecasts and
are subject to change as noted.
The potential Participant is a citizen or resident of the United States.
Participant acknowledges that he/she understands the meaning and
consequences set forth in section four (above) and that Mojo
Thoroughbred Holdings, LLC has relied and will rely upon such
representations. Each Participant agrees to indemnify and hold harmless
Mojo Thoroughbred Holdings, LLC and all other Participants from any and
all loss, claim, damage, liability or expense, and any action (joint or
several) which would lead the potential Participant to take any action,
suit, proceeding, demand, assessment, or judgment against the Mojo
Thoroughbred Holdings, LLC and/or any other Participants.
representations, warranties, and covenants contained in the
Participation Conditions and Document, as well as the Indemnification
within shall survive (i) the acceptance of the subscription, (ii)
changes in the transactions, documents, and instruments described in
the Participation Document that are not material, and (iii) the death
or disability of the undersigned.
you have any additional questions about participating in a Mojo Group,
Taylor, Jr. - Founder, CEM, and
President - Mojo Thoroughbred Holdings, LLC.