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| Terms of the Partnership Table Of Contents Formation of the Partnership Name Definitions Business of the Partnership Names and Addresses of the Partners Term Business Office Capital Contributions Distributions Allocations of Profits and Losses for Tax Purposes Book of Accounts, Records, and Reports Fiscal Year Partnership Funds Transfer of Partnership Interests and Voting Management and Administration of Business Dissolution of the Partnership Winding Up, Termination, and Liquidating Distributions Notices Miscellaneous |
Management
and Administration of Business Fundamental
to the existence
of the Mojo Partnership, the Partnership’s In this
regard, the Mojo
entity was organized as a Partnership so those invested can diversify
the
expenses related to owning a particular Thoroughbred racehorse and
share in the
net profits based upon the vested interests of each Partner and/or the
contributions made to the management of the firm. To this end,
Mojo Racing
Partners is organized to have Senior Partners, a Managing Partner, and
General
Partners. 1. Definition of Senior Partner Each General Partner acknowledges and delegates authority of the Partnership's business to the Senior Partner(s). A Senior
Partner is a person
who:
Each Partner delegates to the Managing Partner the authority to manage the day-to-day operations and affairs of the Partnership and to make decisions regarding the business of the Partnership, subject to the rights of the Senior Partner(s), to make any decision with respect to the Partnership’s operations. Any action taken by the Managing Partner shall constitute the act of and serve to bind the Partnership. In dealing with the Managing Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of the Managing Partner to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the Managing Partner as set forth in this Agreement. 3. Powers of Managing Partner Each Partner hereby delegates to the Managing Partner authority and discretion in the management of the Partnership’s business, including (without limitation) specifically the power to make and implement decisions with respect to the racing, marketing, and management of the Partnership’s Thoroughbred, subject to the right of the Senior Partner(s) to direct Partnership operations as provided in this Section 1. The Managing Partner’s powers and duties shall include, but shall not be limited to, the power and duty to: (i) Keep, or cause to be kept, full and accurate records of all transactions of the Partnership. (ii) Deposit Partnership funds in an account or accounts to be established at that time or times in such financial institutions (including any state or federally chartered bank or savings and loan association), and authorize withdrawals of those funds by such person, at such times, and in such amounts, as the Managing Partners may designate, and pay out of Partnership funds such expenses as are necessary to discharge the Partnership’s obligations. (iii) Assign the Thoroughbred to the Managing Partner for the purpose of racing the Thoroughbred, with the understanding that out-of-pocket expenses will be paid by the Partnership to the Managing Partner for this service, but no additional fees will be charged. (iv) Sell, exchange, lease, syndicate, or otherwise transfer (such as by entry in claiming races) all or any portion of the Partnership’s ownership interest in the Thoroughbred, with the consent of Senior Partner(s). (v) Be reimbursed for all expenses incurred in conducting the Partnership’s business, and all costs associated with the development, organization, and initial operation of the Partnership. (vi) Set aside funds as reserves for contingencies or working capital, and determine the amount of Net Cash Flow and make distributions when Net Cash Flow is available and when such distributions are advisable. (vii) Cause the Partnership to carry such indemnification insurance as the Managing Partner deems necessary to protect himself and any other person entitled to indemnification by the Partnership under this Section 6. (viii) Borrow moneys on behalf of the Partnership upon such terms and conditions as the Managing Partner may deem advisable and proper, and to secure such transactions with Partnership property or any part thereof, and refinance, recast, modify, or extend any of the obligations of the Partnership in the instruments securing those obligations, provided that all such transactions shall be conducted with the consent of the Senior Partner(s). (ix) Employ, retain, or otherwise secure or enter into contracts with persons or firms to assist in the administration and operation of the Partnership’s Thoroughbred racing business, and to make arrangements related to that business with trainers, jockeys, veterinarians, farriers, bloodstock agents, equines consultants, attorneys, and accountants, brokers, advertising companies, and insurance brokers(any of which may be the Managing Partner or an affiliate of the Managing Partner), all on such terms and for such consideration as the Managing Partner deems advisable. (x) Take such action as may be necessary or appropriate, including the execution of racing leases or other nominee agreements, to qualify the Thoroughbred to race in jurisdictions to be selected by the Managing Partner under the name “Mojo Racing Partners,” and otherwise in accordance with the multiple ownership provisions of the applicable rules of racing. (xi) Prepare, or cause to be prepared, all tax returns and reports for the Partnership and, in connection there with, make any elections that the Partners deem advisable. (xii) Prepare, or cause to be prepared, and deliver to each Partner (A) the reports and other information described by Section 11, and (B) such other information as in the Managing Partner’s judgment shall be reasonably necessary for the Partners to be advised of the results of operations of the Partnership. (xiii) Execute, acknowledge, and deliver any and all instruments to effectuate any and all of the foregoing. 4. Time To Be Devoted To Business The Managing Partner shall devote such time to the Partnership’s business as the Managing Partner, in his sole discretion, shall deem necessary to manage and supervise the Partnership business and affairs in an efficient manner. Nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services with respect to the Partnership’s property or administrative business, subject to the control of the Managing Partner. 5. Other Activities and Competition The Partners shall not be required to manage the Partnership as their sole and exclusive functions. The Partners may have other business interests and may engage in other activities in addition to and in competition with those relating to the Partnership. Neither the Partnership nor any Partner shall have any right by virtue of this Agreement, or the Partnership relationship created hereby, in or to such other ventures or activities of any Partner or to the income or proceeds derived therefrom. 6. Liability No Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any action taken or failure to act on behalf of the Partnership within the scope of the authority conferred on any Partner by this Agreement or by law unless the act or omission was performed or omitted fraudulently or in bad faith or constituted gross negligence. 7. Indemnification The Partnership shall indemnify and hold harmless each of the Partners from and against any loss, expense, damage, or injury suffered or sustained by him by reason of any acts, omissions, or alleged acts or omissions arising out of their activities on behalf of the Partnership or in furtherance of the Interests of the Partnership, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claims are based were for a purpose reasonably believed to be in the best interests of the Partnership and were not performed or omitted fraudulently or in bad faith or as a result of gross negligence by the Partner and were not in violation of the Partner’s fiduciary obligation to the Partnership. Any such indemnification shall be first from the assets of the Partnership, and then from all Partners and borne among then in accordance with their Partnership Percentages. 8. Termination of Management Powers Anything in this Agreement to the contrary notwithstanding, the Managing or Senior Partner(s) shall not cause or permit the Partnership to: (i) Comingle the Partnership’s funds with those of any other person, or employ or permit another to employ those funds or assets in any manner except for the exclusive benefit of the Partnership (except to the extent that funds are temporarily retained by agents of the Partnership). (ii) Reimburse the Managing Partner for expenses incurred by the Managing Partner except for the actual cost to the Managing Partner of goods, materials, or services (including reasonable travel expenses) used for or by the Partnership. (iii) Sell, exchange, lease, syndicate, or otherwise transfer (such as by entry in claiming races) all or a portion of the Partnership’s Interest in the Thoroughbred, without first advising the General Partners. 9. Management Compensation This
Partnership does not charge a monthly Management Fee. That said,
if the Managing Partner and Senior Partner(s) collectively agree
to provide distributions to the General Partners, the
Managing Partner will be paid 10% of the net earnings (prior
to distributions to the General Partners) for services rendered to the
Partnership. The Managing Partner also will be granted 5% of net proceeds from any
syndication/sale (before General Partner distributions) of a Mojo
Runner,
plus the option to have written into future
breeding/syndication/sale
contracts one (1) breeding interest per year (for a stallion) at
no charge
for cover/live foal. No guaranteed breeding interest/percentage
for a
filly/mare unless vested as a "Senior Partner" in the principle
Runner(s). |
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