Each Participant understands that Fred Taylor, Jr. (Founder 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 partnership group tht is pursuant to the Terms & Conditions set forth in the particular Participation Agreement.

Each 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.

The 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. 

All 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.

1. Participation

By 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.

2. Acceptance of Subscription 

It 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.

3. Participation Account 

Each 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. 

4. Representations and Warranties of the Undersigned 

The undersigned hereby represents and warrants Mojo Thoroughbred Holdings, LLC; the Founder, CEM, and President; and all other Participants that:

(a) 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.

(b) 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 subscribes.

(c) 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).

(d) The potential Participant cannot offer, sell, divide, or dispose of any portion of his Interests without the approval of the Managing Partner.

(e) 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.

(f)  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.

(g) The potential Participant has read the Participation Conditions; 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.

(h) 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.

(i) 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.

(j) The potential Participant is a citizen or resident of the United States.

5. Indemnification

Each 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.

6. Survival

All 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.