# Syndicate Agreement ## Turn Me Loose x Yearn 2023 Syndicate **Campaign:** turn-me-loose-x-yearn-2023 **Version:** 1.0.0 **Effective Date:** 2026-09-01 --- ## 1. Formation A Syndicate is formed under the New Zealand Thoroughbred Racing Inc. ("NZTR") Bloodstock Syndication Code of Practice ("COP"), in accordance with its formation requirements, by the Promoter as set out in the attached Product Disclosure Statement ("the Syndicate"). --- ## 2. Object The object of the Syndicate is to lease and race Turn Me Loose x Yearn 2023 (Mulan) as a recreational pursuit, with all syndicate members holding fractional leasehold shares for the fixed term described in the Product Disclosure Statement. --- ## 3. Agreement and Parties This Agreement is binding on the Promoter (Evolution Stables), the Syndicate Manager (Evolution Stables), and each Shareholder as defined in the Product Disclosure Statement. By signing the Application Form, each Shareholder agrees to be bound by this Agreement and the Product Disclosure Statement. This Agreement may only be altered by special resolution (75% of shareholding) and must not increase a Shareholder's liability beyond what is disclosed in the Product Disclosure Statement. --- ## 4. Syndicate Shares The Syndicate is divided into 50 shares of 0.1% each, representing the 5% leasehold interest in Turn Me Loose x Yearn 2023 for the Lease Term. Shares are issued and recorded by Evolution Stables, enabling digital onboarding, compliance, and (subject to Manager approval) transfer. Each Shareholder's rights and obligations are proportional to their shareholding. --- ## 5. Lease Duration The lease term is fixed at 22 months, commencing 2026-09-01 and ending 2028-06-30. All lease terms are counted in full calendar months. The lease may be renewed or extended at the Manager's and Lessor's discretion, with terms disclosed to Shareholders prior to renewal. --- ## 6. Equine Welfare Supremacy The licensed Trainer and Racing Manager hold sole, absolute, and unchallengeable discretion regarding all training regimes, race nominations, trackwork, spelling, and veterinary care. Neither Evolution Stables nor any syndicate member may override veterinary or welfare decisions. The welfare of the thoroughbred is paramount at all times. --- ## 7. Manager's Powers and Duties The Manager (Evolution Stables) is responsible for overall lease administration and NZTR compliance, including communication with shareholders and coordination with licensed professionals. The Manager may: - 7.1. Make all day-to-day decisions relating to racing, training, spelling, and horse welfare. - 7.2. Appoint or change trainers in consultation with the horse's owner or Racing Manager. - 7.3. Deduct and retain management and platform fees as disclosed in the Product Disclosure Statement. - 7.4. Delegate operational duties to licensed parties (e.g., trainers, racing managers) as required. - 7.5. Provide regular reports and updates when the horse is in training or racing. --- ## 8. Default & Forfeiture An investor enters default if a scheduled monthly payment is missed. Evolution Stables will notify the investor during the default period. If the outstanding balance is not rectified prior to the next billing cycle, the investment is deemed in default. Upon default, the investor forfeits all future rights to prize money distributions and their deposit, which is subsequently reallocated to the horse owner to secure the ongoing care and maintenance of the horse. Evolution Stables receives no material financial benefit from an investor default. --- ## 9. Financial Contributions and Fees Members pay a monthly keep for the duration of their participation, structured as follows: - **9.1 Initial payment:** $325.00 per 1% stake, representing 3 months security deposit reserve and 2 months prepaid keep. - **9.2 Monthly keep:** $65.00 per month per 1% stake, paid on the first of each month to maintain a constant 5-month float buffer. - **9.3 First automated keep:** the first recurring monthly keep is billed on the 1st of the month after join, not the third month. --- ## 10. Investor Returns Shareholders are entitled to a share of all revenue generated by Turn Me Loose x Yearn 2023 during the lease period, proportional to their leased stake. For Turn Me Loose x Yearn 2023, the revenue split is 75% Investor Pool / 25% Owner Retention. All distributions are calculated strictly from officially published NZTR / LoveRacing gross stakes earnings during each Shareholder's eligible participation period and are made Quarterly (2-month paid-up qualification prior to race date). Insurance proceeds are not payable to lease holders. Distributions are made by direct bank transfer or card refund to the Shareholder's verified payment method within 14 business days of receipt from NZTR or other sources, and are conditional on the Shareholder having supplied the Syndicate Manager with proof of address acceptable to it. The Shareholder may defer supplying proof of address; where they do, the Manager is not obliged to make any payment under this clause until it is supplied, and the Shareholder's entitlement to that distribution is preserved rather than forfeited. Official race records and stakes results are published on the LoveRacing website: https://loveracing.nz/stud-book/search.aspx --- ## 11. Syndicate Management Fee A 5.0% Evolution Stables margin and 3.0% Platform Fees are included in the listed price of each stake. No separate management invoices or off-platform accounting fees are charged. --- ## 12. Manager Removal — NZTR Code of Practice Rule 22.1 The removal or replacement of the Syndicate Manager is governed strictly by NZTR Code of Practice Rule 22.1. A manager may only be removed by: 1. A 75% majority vote of syndicate members; or 2. Intervention by the NZTR Board for cause under the Rules of Racing. All disputes must first be referred to NZTR for mediation in accordance with the Code of Practice. --- ## 13. Governing Law & Jurisdiction This Agreement is governed exclusively by the laws of New Zealand and the NZTR Rules of Racing. All disputes arising under this Agreement are subject to the jurisdiction of New Zealand courts and NZTR dispute resolution procedures. There are no foreign arbitration clauses, no Middle Eastern / offshore jurisdiction clauses, and no offshore governing law provisions. --- ## 14. Insurance and Early Termination The horse will be insured for mortality and specified risks at the owner's discretion for the duration of the lease. Insurance proceeds, if any, are payable to the owner/lessor and not to the syndicate or lease holders. If the horse dies or is retired due to injury or illness during the lease term, this agreement and the lease will terminate immediately. Lease holders will receive a pro-rata refund of unused prepaid keep and security deposit reserve for the unused portion of the lease term, calculated from the date of termination to the scheduled end of the lease. No further compensation or insurance proceeds are payable to lease holders. --- ## 15. Transfer of Shares Shares may only be transferred with the written consent of the Manager and in accordance with NZTR rules. Transfers must be processed through Evolution Stables, subject to AML/CFT and eligibility checks. There is no guarantee of liquidity or a secondary market for shares. --- ## 16. Dispute Resolution Disputes must first be raised with the Manager in writing. If unresolved, disputes may be escalated to NZTR and, if necessary, to independent mediation as per NZTR guidelines. --- ## 17. Winding Up and Post-Lease Arrangements At the end of the Lease Term, the Syndicate will be automatically wound up. The lease does not roll over unless the Manager offers a renewal and participants opt in under new terms. If the horse is retired, injured, or otherwise unable to race during the lease period, the lease will be terminated early. In such cases, lease holders will receive a pro-rata refund of unused prepaid keep and security deposit reserve based on the remaining portion of the lease term. Evolution Stables holds itself and its partners to the highest standards of care, ensuring that animal welfare remains central to all decisions made during the lease. All post-racing arrangements are the responsibility of the horse's connections and are expected to comply with NZTR's welfare guidelines. --- ## 18. Notices Notices may be sent by email to the addresses provided by Shareholders. Notices to the Syndicate are sent to the address registered by the Manager with NZTR. --- ## Schedule 1: NZTR Statutory Member Declarations Each subscriber confirms by executing this Agreement that they: - are at least 18 years of age; - are not subject to any racing disqualification or exclusion order; - have provided verified proof of identity acceptable to the Syndicate Manager; and - understand that participation is in a leasehold interest only and does not confer direct ownership of the thoroughbred. **Thoroughbred:** Turn Me Loose x Yearn 2023 (Mulan) **Foaled:** 17 Aug 2023 (age 3) **Gender:** Filly **Breeder:** C W Kwok **Sire:** Turn Me Loose (NZ) **Dam:** Yearn (NZ) **Owner:** Stephen Gray Racing **Trainer:** Stephen Gray (Palmerston North, NZ) --- ## Schedule 2: This subscription - **Stake:** 1.00% - **Monthly keep:** $65.00 / month for this 1.00% slice - **Join float:** $325.00 (5 months of this-slice keep) - **Automated keeps:** 20 (last keep 2028-05-01) --- ## Execution By executing the Application Form (whether physically or electronically via Evolution Stables), each Shareholder is deemed to have accepted and agreed to be bound by this Agreement and the accompanying Product Disclosure Statement. **Shareholder Name:** [not filled in yet] **Signed:** _________________________ **Date:** [not filled in yet] --- **Alex Baddeley** **Director, Evolution Stables Ltd** --- *Executed under the NZTR Syndication Code of Practice.*