SCHEDULE 4

GROUP OWNERSHIP TERMS

These Terms govern the relationship between the Group Manager and the Group Members in relation to a racehorse ownership group that the parties agree to be part of (the “Ownership Group”).

These Terms may be supplemented by other specific terms (e.g. costs, name of Group Manager etc) advertised on the TRM platform in relation to the Ownership Group.

  1. GENERAL


    1. This Ownership Group will be formed in accordance with the Rules of Racing of Great Britain: http://rules.britishhorseracing.com.
    2. All participants in the Ownership Group agree to adhere to the Rules of Racing.
    3. Each Group Member acknowledges that participation in the Ownership Group is for the purpose of sharing in the enjoyment of the Horses and not for investment.
    4. The Group Manager, where possible, will procure sponsorship for all horses which are trained in Britain in order that the Ownership Group can register for VAT under the Sponsorship Framework for Racehorse Owners established by the British Horseracing Authority. It is anticipated that all VAT incurred by the Ownership Group in respect of horses located in Great Britain will be fully recoverable. Any VAT rebate recovered by Managers should be communicated to the Ownership Group.
    5. Unless specified otherwise on the TRM platform in relation to the Ownership Group, the interest of each Group Member shall be that of a beneficial tenant in common, according to the proportionate stake of that Group Member. Accordingly, each Group Member shall have a prospective right to receive their share of any net income generated from the horses after the deduction of all costs and expenses referred to in these Terms.
  2. EARLY CANCELLATION


    If the Manager considers that insufficient shares have been sold prior to any date specified on the TRM platform to make the Ownership Group viable, then the Group Manager shall have the right to terminate this Agreement, whereupon monies paid by applicants for a share or shares shall be refunded but without interest.
  3. INFORMATION


    The Group Manager will keep the Group Members informed as to the purchase of the Horses (if applicable), their progress in training and the races for which they are entered. The Group Manager shall also arrange for the Group Members to view the horses in training from time to time and to attend race meetings.
  4. DEFAULT


    1. The commitment of each Group Member in respect of the Ownership Group is for the full duration specified.
    2. Other than with the prior written agreement of the Group Manager, no Group Member shall be able to sell or transfer any share owned or otherwise to discontinue his or her membership of the Ownership Group.
    3. If any sum payable by a Group Member in respect of a Share is not paid for in full on the due date, the Group Manager shall have the right to charge interest at the rate of eight per cent per annum above Barclays’ Base Rate on the sum outstanding until payment.
    4. If payment has not been made within 30 days of its stated due date, the Group Member in question may, at the Group Manager’s discretion, cease to be entitled to any benefits which would otherwise accrue to it under these Conditions until payment of the outstanding sum (together with any interest and costs) has been made.
    5. If the outstanding amount is not paid within 60 days of its stated due date, the Group Manager shall be entitled to retain any sums paid to it in respect of the relevant share(s).
  5. MANAGEMENT AND SALE


    1. The Group Manager shall use reasonable endeavours to regularly consult with the Group Members on matters relating to the Ownership Group, including the management, training and racing of the horses.
    2. In the event that the Group Manager deems it to be in the overall interest of the Ownership Group to sell any Horse before the specified intended end date of the Ownership Group then he or she shall consult with the Group Members and will only proceed with such early sale of the relevant Horse, either at public auction or by private transaction, if more than 50% of the Group Members’ share allocation are in favour of so doing.
    3. On consulting with the Ownership Group, if the trainer and the Group Manager believe that a horse(s) should be retired as a racehorse, efforts should be made where possible to send the horse to a rehabilitation or retraining centre for racehorses.
  6. LIABILITY AND INSURANCE


    1. The Group Manager shall exercise reasonable skill and care in carrying out its role under these Terms but cannot be held responsible for matters beyond its immediate control.
    2. The Group Members will not be liable to make any payments other than those specifically referred to in these Terms and in the Ownership Group details specified on the TRM Platform.
    3. No Group Member shall have any claim against the Group Manager or against any other Group Member in respect of any loss or injury sustained by any of the horses howsoever caused.
    4. The horses will not be insured by the Group Manager unless specified on the TRM platform. However, the Group Manager shall ensure that third party insurance is in place so as to provide reasonable protection for the Group Members in respect of such third party claims as may arise from their ownership of the horse(s).
  7. TERM


    1. Unless agreed otherwise under these Terms, the Ownership Group shall terminate at the end of any specified fixed term or if the horse ceases to be a racehorse.
    2. For Fixed Period Ownership Groups, the Group Members may unanimously decide, in respect of any horse(s), that they would like to continue with the Ownership Group for another agreed fixed period on commercial terms agreed by all parties.
  8. ACCOUNTS


    1. The Group Manager shall open and maintain a bank account in the name of the Ownership Group to which shall be credited all sums paid or payable by the Group Members in respect of the Ownership Group.
    2. The Group Manager shall be able to set a reasonable management fee per share to cover all the estimated expenditure required to cover the day to day expenses of the Ownership Group.
    3. At least once per annum and at the end of any Ownership Group period, the Group Manager shall, as soon as reasonably practicable after all the horses have been sold (if applicable), prepare a set of accounts, showing: Income
      • The monies paid by the Group Members in respect of their shares;
      • The prize money won by the horse(s) (but excluding any trophies of their value);
      • Any other income (such as appearance money) received in relation to the horse(s); and
      • The sale price of the horse(s) and/or, if and where applicable, insurance receipts.
      Expenditure
      • All expenses incurred in purchasing, transporting, keeping, training, racing, insuring and selling the horses;
      • Any reasonable management fees charged by the Group Manager for the day to day management of the Ownership Group (“Management Fee”); and
      • All out of pocket expenses reasonably and necessarily incurred by the Group Manager in establishing, administering, promoting and winding up the Ownership Group including professional fees.
      The resulting balance shall be distributed to the Group Members rateably according to the number of shares held by them.
  9. MISCELLANEOUS


    1. Any intellectual property created by the arrangements to which these Terms relate shall belong to the Group Manager.
    2. Personal data received from Group Members shall only be used to carry out obligations under this Agreement and may only be disclosed to third parties if the Group Member consents or the Group Manager is required to do so by law or the regulatory framework relating to racing.
    3. The Group Members, when funding their participation in the Ownership Group, are not purchasing goods or services and are not consumers for the purposes of Consumer Protection legislation.
    4. These Terms (including any specific Terms listed on the TRM platform in relation to the Ownership Group) comprise the entire Agreement between the parties in relation to their subject matter and supersede all prior agreements, understandings and communications.
  10. LAW


    The law governing these Conditions shall be English law. Each Group Member hereby irrevocably submits for all purposes connected with or arising from these Conditions to the exclusive jurisdiction of the English Courts.