Mojo Racing Partners


	Memorandum For the Partnership Index Introduction Disclaimer The Basics Business of the Partnership Thorougbred Racing and Breeding Promotional and Supplemental Literature Access to Information Key Points of the Partnership Glossary		Business of the Partnership The primary goal of each Partnership is to attain a Thoroughbred racehorse for racing; give every Partner the opportunity to have fun; to enjoy of as many angles of the Thoroughbred industry as reasonably possible; and to have a learning experience will that hopefully be memorable, rewarding, and unique (though that cannot be guaranteed). The Partnership will be organized as a Texas general partnership under Texas law. The business of the Racing Partnership is to own, manage, train, race, hold, maintain, improve, develop, sell, exchange, lease, syndicate, and otherwise deal with a Thoroughbred for profit in the Thoroughbred racing business and any and all general business activities related to or incidental thereto. The Partnership’s term is independently set for each Runner and will expire as separately designated in the Terms and Subscription Agreement, unless the Partners decide to continue the Partnership; the Thoroughbred is sold prior to the expiration date; or the Thoroughbred "breaks down" during the term of the Partnership. Subscribers for Interests will be admitted as General Partners, and their rights and obligations as Partners will be defined in the "Terms of the Partnership Agreement" (outlined by the Texas Statutes, Business Organization Code for General Partnerships) attached as an exhibit. The Partnership will be managed by Fred Taylor, Jr. Other than from the Net Cash Flow (that all Partners are entitled to in accordance to their respective percentage), the Managing Partner will not receive any commissions or other fees or compensation for his services rendered to the Partnership. The General Partners and their Affiliates will not receive commissions or other fees or compensation in connection with the ownership of the Partnership’s Thoroughbred. The Managing Partner will be the person of record to which purse money (should there be any) or proceeds be received on behalf of the Partnership. The Managing Partner will also be the receiver of any Tokens of Accomplishment: trophies, certificates, photos, and awards earned or given to the Partnership. Every reasonable attempt will be made to provide a duplicate of the aforementioned Tokens of Accomplishment to each Partner. The Partnership will pay for cost of furnishing one Tokens of Accomplishment to each Partner. Subsequent Tokens of Accomplishment for any Partner’s friends and family will be paid out of that Partner’s pocket. The Partnership Agreement proposes no specific method of dealing with potential conflicts of interest, other than reliance on the general fiduciary duty of the Managing Partner to deal in good faith on behalf of the Partnership as a whole. The Managing Partner is not prohibited from acting for his own account or for the account of the other Partners in the capacity surrounding the Thoroughbred industry and its direct relationship with the Partnership. The Managing Partner is subject to being overruled by 50+% of the Partners. The Managing Partner may not sell, exchange, lease, syndicate, or otherwise transfer (such as by entry in claiming races) all or a portion if the Partnership’s interest in the Thoroughbred without the approval of a Majority of the Partners. In making decisions on behalf of the Partnership, the Managing Partner is under fiduciary duty to act in good faith and deal fairly with the Partnership, but the Managing Partner is in no way prohibited from engaging in other Thoroughbred business ventures which may directly or indirectly compete with the Partnership. The other Partners may terminate all management powers, duties, and responsibilities of the Managing Partners by a vote of a Majority Interest of the Partners. This decision doesn’t remove the Managing Partner from the Partnership or discontinue the same rights, privileges, Net Cash Flow, or expenses afforded to and/or due by the other Partners. Although the Partnership’s primary intention is to position itself t make a profit from the racing activities of the Thoroughbred it purchases, there can be no guarantee of such a profit. Profits from racing will depend on individual characteristics and performance of the Thoroughbred purchased, racing luck, and a number of other factors beyond the control of the Partnership. In the same light, there can be no guarantee that the Thoroughbred purchased will be successful enough to be commercially syndicated, or if syndicated it will return the Partnership’s investment. Interests in the Partnership must be acquired for limited participation purposes and not with a view to resale. Interests in each respective Racing Partnership does not constitute any ownership in the Mojo entity (in part or whole). The consent of all the Partners is required for an assignee to become a substituted Partner, any transfer must comply with the applicable federal and state laws should the Partner wish to withdraw, become incapacitated, or die before the Partnership’s term ends. Any Partner’s Interest may be illiquid (i.e. can’t be easily measured or converted to cash), and a Partner may be unable to liquidate his/her Interest(s). A Partner may not assign his/her Partnership Interest to another person without first offering it to the other Partners. The assignee may not become a substituted Partner without the unanimous consent of the Partners and without meeting a number of other conditions set forth in Section 14.03 of the "Terms of the Partnership Agreement". A Partner cannot voluntarily withdraw from the Partnership prior to the expiration of the Partnership’s term. The Managing Partner has the right, however, to demand that a Partner withdraw from the Partnership if the Managing Partner believes in good faith that the ability of the Partnership to conduct racing activities in any jurisdiction is jeopardized due to the identity, background, other investments or characteristics of such Partner. To demand that a Partner withdraw from the Partnership, the Managing Partner must present his reasons to all Partners before the Partner is withdrawn. If a Partner is removed, the Partnership will purchase the Partner’s Interest for an amount equal to its fair market value as determined by an independent appraisal performed by a recognized Thoroughbred bloodstock agent selected by the Managing Partner. The Partnership will pay the cost of the appraisal. If a Partner is removed, he/she is still responsible for his/her share of the Partnership’s expenses (if any) up to and including the time that the decision is made to remove the Partner. The majority of the Partners have the right to waive any expenses due by the Partner that is being removed. The Interest price has been determined by the Managing Partner, based primarily on the cost of acquisition of the Thoroughbred; the expenses to be paid to handle the administrative services associated with this Partnership; estimated operating expenses through the end of the Partnership’s term; and other relevant factors associated with keeping a Thoroughbred in training/racing. The Interest price is no indication of the value of the respective Partnership or the Thoroughbred. No assurance can be given that any Interest, if transferable, could be sold for the offering price or for any other amount. The Net Cash Flow, not retained by the Partnership to defray operating expenses, cost, or reserves, will be distributed to Partners in accordance to the Terms for each Runner during that Partnership’s anniversary month. If the Partnership has its expenses, costs, and reserves met on July 1, then the Partnership is allowed (should the majority of the Partners agree) to issue a Goodwill Distribution to each Partner.Net Cash Flow will be distributed among the Partners in accordance with their respective Partnership Percentages. The Partnership will strive to hold quarterly meetings, which may include trips to the track, farm, and other industry events. The last quarterly meeting should coincide with the Partnership’s anniversary month. The Managing Partner will determine what reserve amounts are to be held for the Partnership’s future Thoroughbred business ventures. Depending on the Terms of the Partnership and specific Interests in each Runner, the Managing Partner and the Senior Partners (if there are any) will present to the other Partners and decide what future Thoroughbred business ventures to pursue on behalf of that particular Partnership. The Partnership will be dissolved upon (i) sale or other disposition of the Thoroughbred, or (ii) the affirmative vote for dissolution of the Partnership by the Partners having at least 75 percent of the Partners aggregate percentages, or (iii) the Bankruptcy or Incapacity of any Partner, provided the remaining Partners will be unable to continue the business of the Partnership unless that Partnership is dissolved under (ii) above. The term of the Partnership may be extended based upon the affirmative vote for continuance of the Partnership by the Partners having at least 75 percent of the Partners aggregate percentages.