The Keeneland Championship Sale at the Breeders' Cup

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Prospective Bidders

Qualified, registered bidders may bid on the Keeneland Championship Sale in-person, via Keeneland’s online bidding platform, or by phone.

To initiate the qualification process, please pre-register through the following Prospective Bidder form at least 48 hours prior to sale date.

THIS PROSPECTIVE BIDDER FORM (this “Certification”) is entered into by the undersigned prospective bidder/purchaser (“Bidder”), effective as of 10/29/2024 (“Effective Date”). Bidder intends to bid on certain hips (including, without limitation any interests therein) (“horse(s)” or “fractional interest(s)”) in the Keeneland Championship Sale. In connection therewith Bidder expressly represents, warrants, and acknowledges the following to Keeneland Association, Inc. (“Keeneland”):

Effective Date

Name of Principal

If undersigned is an agent, provide name of Principal

Address

Telephone

Email

If you intend to bid on a horse (or fractional interest therein) holding a current race entry, please complete these additional fields.

Are you purchasing as an individual or an entity?

Do you have a HISA Registration Number?

Do you have a CHRB License Number?

Bidder understands that it is his, her or its duty to make appropriate inquiries regarding any potential risks related to any horses or fractional interests. Bidder should direct all inquires to Consignor and consult Bidder’s own investment advisor, attorney, accountant, or other representatives related to any purchase of any horse or fractional interest. It is Bidder’s duty to conduct such due diligence or inspection as Bidder may deem appropriate before bidding, including, review of any documentation related thereto, which Consignor shall make available to Bidder. It is Bidder’s sole responsibility to ask questions and receive answers concerning the terms and conditions of the offering of any horse or fractional interest and verify the accuracy of any such information. Bidder has had prior investment experience and/or has employed the services of a purchaser representative who has read and reviewed any documentation or information furnished by the Consignor related to any horse or fractional interest and who is qualified by training and experience in business and financial matters to evaluate the merits and risks of an investment such as the purchase of any horse or fractional interest.
Bidder recognizes that the purchase of any horse or fractional interest is a long-term, speculative investment involving a high degree of risk and generally does not produce traditional investment returns. Bidder acknowledges that his, her, or its returns in this investment may be limited to the entertainment of being an insider in the industry and watching the horse race and compete. Bidder has been given no assurances by any person regarding the future success of any horse or fractional interest or any future distributions or other returns of the Bidder’s investment therein, and Bidder recognizes that if the horse is not successful, Bidder could well lose the entirety of his, her, or its investment.
Bidder, and in the case of a Bidder that is an organization, each person(s) executing this Certification on behalf of such organization, hereby represents and warrants to Keeneland that: (a) if Bidder is an organization, that it is duly organized, validly existing, and in good standing under the law of its state of organization and that it has the organizational power to execute and agree to this Certification and to perform its obligations hereunder; (b) that if Bidder is in fact the successful purchaser under Keeneland’s Conditions of Sale, incorporated fully herein by reference, Bidder will acquire the horse or fractional interest for Bidder’s own account and without an intent to distribute, sell or otherwise transfer such interest; (c) Bidder acknowledges that fractional interests have not been registered under the Securities Act of 1933 or any state securities laws, and may not be resold or transferred by Bidder without appropriate registration or the availability of an exemption from such requirements; (d) Bidder has no current contract, undertaking or arrangement with any person to sell or transfer to such person or to have any person sell all or any portion of any fractional interest; and (e) Bidder is a sophisticated and experienced accredited investor with knowledge of, and experience in, the Thoroughbred breeding industry, and is capable of making an informed decision as to whether and to what extent to invest in the ownership of any horse or fractional interest.
Bidder represents either (1) that he or she is a natural person whose individual or joint net worth with a spouse exceeds $1,000,000 excluding the value of his or her primary residence, or (2) that he or she is a natural person with individual income in excess of $200,000 in both 2022 and 2023, or joint income with his or her spouse in excess of $300,000 in both 2022 and 2023, in each case with the expectation of the same levels of income for 2024, or (3) that it is a preexisting entity all the owners of which satisfy one of the first two requirements.
Bidder waives and releases Keeneland and its affiliates and corporate partners and each of their respective directors, principals, trustees, officers, shareholders, employees and agents (collectively, the “Keeneland Parties”), from and against any and all liability in connection with the sale, purchase, use and/or functionality of any horse or fractional interests purchased at the Keeneland Championship Sale. The undersigned shall indemnify, defend and hold harmless the Keeneland Parties against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind including attorneys’ fees, fees and the costs or expenses of whatever kind including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Certification, and the cost of pursuing any insurance providers (collectively, “Losses”), in any way relating to, arising out of, or in connection with the sale, purchase, use and/or functionality of any horse or fractional interest.
The Certification shall be binding upon and inure to the benefit of the parties and their respective heirs, estates, personal representatives, successors or assigns and is governed by the laws of the Commonwealth of Kentucky, without giving effect to the principles of conflicts of laws applied by Kentucky or any other jurisdiction. After the Effective Date, Bidder, without further consideration, shall properly take all such actions, and shall promptly execute and deliver such documents as may be reasonably requested by Keeneland. In addition, in the event a horse or fractional interest is sold subject to a syndicate, co-ownership or other agreement (as announced from the stand), Bidder agrees and acknowledges that he, she or it irrevocably accepts any such terms and conditions as a condition of sale; further, upon purchase of such horse or fractional interest, Bidder, without further consideration, shall properly take all such actions, and shall promptly execute and deliver such documents as requested by Keeneland or Consignor. Bidder acknowledges that damages would be an inadequate remedy for breach of the provisions of this Certification and that the obligations of Bidder under this Certification shall be specifically enforceable. This Certification may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same Certification or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. A manual signature on this Certification, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes. The delivery of copies of this Certification, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Certification. This Certification is made solely and specifically among and for the benefit of Keeneland and no other person will have any rights, interests, or claims hereunder or be entitled to any benefits under or on account of this Certification as a third-party beneficiary or otherwise, including any right of inspection relating to syndicate or ownership documents. Every provision of this Certification is intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, the illegality or invalidity shall not affect the validity of the remainder of this Certification. This Certification (including any schedules and exhibits attached hereto) contains the entire understanding of the parties with respect to its subject matter. This Certification supersedes all prior discussions, certificates and understandings, written or oral, between the parties with respect to the subject matter hereof. No amendment, change, modification or addition to this Certification shall be enforceable unless in writing and signed by the party against whom enforcement is sought. Any provision of this Certification may be waived only by a written instrument executed by the party to be charged with such waiver. The waiver by any party of a breach of any provision of this Certification will not operate or be construed as a waiver of any subsequent breach. Any failure by any party to enforce at any time or for any period of time any term or condition of this Certification shall not be deemed a waiver of such term or condition. The headings contained in this Certification are inserted as a matter of convenience and for reference only and will not affect in any way the meaning or interpretation of this Certification. Bidder will pay all of its own expenses incurred in connection with the preparation of this Certification and the performance of its obligations hereunder and the consummation of the transactions contemplated herein.
Bidder represents and warrants that he or she is duly authorized and has legal capacity to execute this Certification. In the event that a Bidder is a corporate entity (“Entity Purchaser”), the individual signing this Certification on behalf of such Entity Purchaser will be bound by the terms and conditions contained herein and will assume personal liability for this Certification should the Entity Purchaser contest such authority or should the Entity Purchaser otherwise be unable to comply with all of the terms of this Certification

By clicking this box, you acknowledge and agree that such a mark is akin to your signature on a written contract and shall be binding and cannot be withdrawn on this Bidder Form. By clicking this box, you also acknowledge and agree that the transaction consisting of any bid(s) and any sale(s) of any horse(s) as set forth in Keeneland's Conditions of Sale and Purchase and Security Agreement may be conducted by electronic means and that all such signatures and marks shall be treated in all respects as having the same force and effect as original signatures.

By clicking this box, you also confirm that you have read, consent, and agree to be bound by Keeneland's Conditions of Sale, Purchase and Security Agreement, Privacy Policy, and Terms of Service, the terms of each of the foregoing being fully incorporated herein.

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