Agistment & Pre-training Agreement © MLP 2024 Page 1 of 5

EMBROOK STABLES PTY LTD ATF K&L FAMILY TRUST (ABN 15 652 035 804)

50 Sullivan Road, CRYNA, QLD, 4285, AUSTRALIA

Mobile 0428 871 588 (Letita Langbecker) Email: letitia@embrookstables.com.au Website: www.embrookstables.com.au

This document is our Agistment Agreement. It will apply to each Horse from the time it is delivered by the Owner or the Owner’s agent and

accepted by us onto the Property. Delivery of the Horse will constitute the Owner’s acceptance of all terms and conditions.

AGISTMENT AND PRE-TRAINING AGREEMENT – TERMS AND CONDITIONS

THIS AGREEMENT will operate from the Effective Date.

BETWEEN: The Proprietor

AND: The Owner

RECITALS

A. The Proprietor is a provider of agistment and ancillary services.

B. The Owner is the owner or lessee of the Horse.

C. The parties have agreed that the Proprietor will accept delivery

of the Horse and provide the services in accordance with this

Agreement.

BY THIS AGREEMENT it is agreed as follows:

1. APPOINTMENT

1.1 The Proprietor will:

(a) take possession and day-to-day control of the Horse; and

(b) exercising reasonable care, skill and diligence, provide

the services in a proper and efficient manner in

accordance with normal standards applying in relation to

the agistment of thoroughbred horses.

1.2 Despite Clause 1.1, but subject to clause 11, all risk in relation

to the physical well-being of the Horse will remain with the

Owner.

1.3 (1) This Agreement is irrevocable and legally binding upon

the parties from the Effective Date.

(2) Any right or obligation accruing under this Agreement

during the Term will not be affected or prejudiced by it

ending. The Proprietor is relieved of any further

obligation from the End Date.

1.4 ASSOCIATED ENTITIES

(1) Additional services may be provided by Associated

Entities of the Proprietor. If any such additional services

are provided by an Associated Entity of the Proprietor,

and such Associated Entity does not have a separate

agreement with the Owner in relation to the provision of

those additional services, then the Owner agrees that this

Agreement will apply mutatis mutandis to the agreement

between the Owner and the Associated Entity for the

provision of those additional services.

(2) Without limiting paragraph (1), the Owner acknowledges

and agrees that in agreeing paragraph (1), the Proprietor

does so for the Proprietor’s own benefit, and as agent of

and trustee for each Associated Entity of the Proprietor

who is or may be entitled to the benefit of the Owner’s

covenants in paragraph (1) (with each Associated Entity

entitled to enforce those covenants against the Owner in

its own name and style).

1.5 MULTIPLE PARTY OWNERSHIP ARRANGEMENTS

If multiple parties own the Horse:

(a) this Agreement binds them both individually and

collectively; and

(b) unless otherwise agreed with the Proprietor in writing, if

the multiple parties who own the Horse are co-owners:

(i) they will be jointly and severally liable for the

proper performance of the Owners’ obligations

under this Agreement;

(ii) they will nominate a person to be the manager and

deemed duly authorized agent of all of them for all

dealings with the Proprietor in relation to the Horse

and this Agreement; and

(iii) each co-owner expressly and irrevocably authorises

the Proprietor to give notice to the manager and the

other co-owner(s) of any breach by such co-owner of

a material obligation under this Agreement, including

any payment obligation.

2. DELIVERY AND REMOVAL OF HORSE

The Owner or the manager must:

(a) complete all procedures and documentation required by

the Proprietor prior to delivering the Horse to the

Property on the day and at the time specified by the

Proprietor; and

(b) comply with a direction given by the Proprietor at any

time to remove the Horse from the Property.

3. SERVICES

3.1 The Proprietor’s services include (without limitation):

(a) caring for and maintaining the Horse, including providing:

(i) agistment and pre-training; and

(ii) stabling and ancillary facilities, equipment and gear,

feed and supplements;

(b) providing, or as the agent of the Owner, procuring the

services of such Third-Party Service Providers as the

Proprietor may consider necessary to provide services in

relation to the Horse, including chiropractic care,

dentistry, farriery, veterinary care and transportation;

and

or voice message), or in writing (either by post, email,

text message or facsimile), on a regular basis with the

Owner or the manager in relation to the Horse, including

its general well-being and progress.

3.2 WEANING ANY FOAL-AT-FOOT

(1) If the Horse is a mare, the Proprietor may at any time

Wean any Foal-at-foot and undertake any ASB

identification and parentage validation procedures,

including branding. However, the Proprietor may refuse

to do so while the Owner is in breach of any payment

obligation to the Proprietor or Third-Party Service

Provider under this Agreement.

(2) An agreement in identical terms to this Agreement will

be deemed to apply to any Weanling which the Proprietor

permits to remain at the Property after weaning and the

Effective Date of such agreement will be the date upon

which the Foal is weaned.

3.3 If the Horse is an Entire, the Proprietor must obtain the Owner’s

or the manager’s approval before authorizing that it be gelded.

3.4 Except in circumstances that do not afford the Proprietor the

opportunity to obtain veterinary advice and the Owner’s or the

manager’s approval, the Proprietor must not authorize that the

Horse be euthanized because of accident, illness, injury or

other cause, unless such action is recommended on humane

grounds and certified by a qualified equine veterinarian

retained at the Proprietor’s discretion.

3.5 The manager must obtain the approval of the parties

comprising the ownership arrangement (in accordance with the

terms of that arrangement) before authorizing the Proprietor

to take the actions contemplated by clauses 3.3 and 3.4.

3.6 If the Proprietor, at any time, arranges for the Horse to be:

(a) relocated to another property which is not operated by

the Proprietor; or

(b) offered for sale, sold or otherwise disposed of on behalf

of the Owner;

such arrangement will be made by the Proprietor as the

Owner’s agent and the Proprietor will no longer be responsible

to the Owner either for the care and well-being of the Horse,

or for fees and charges incurred.

4. FEES AND EXPENSES

4.1 FEES NOTICE

(1) The Proprietor’s current basic fees and charges re set out

in the Fees notice;

(2) The Proprietor may:

(a) impose reasonable additional charges for additional

services [Fees and charges of Third-Party Service

Agistment & Pre-training Agreement © MLP 2024 Page 2 of 5

Providers are in addition to the Proprietor’s Fees

and Charges]; and

(b) vary the Proprietor’s fees and charges.

(3) If the Proprietor at any time increases any fees and

charges, the Proprietor will provide an amended Fees

Notice to the Owner or the manager 14 days prior to

implementing the increase.

4.2 The Owner must pay or reimburse:

(a) the Proprietor and any Third-Party Service Provider in

accordance with such party’s normal trading terms, all

fees and expenses of caring for the Horse on agistment,

including (without limitation) agistment, chiropractic,

dentistry, farriery and veterinary fees, and transportation

costs; and

(b) the Proprietor upon demand the amount of any invoice

rendered directly to the Proprietor by a Third-Party

Service Provider.

4.3 The Proprietor may require the Owner to advance to the

Proprietor money to cover the estimated cost of specified

surgery or extraordinary veterinary treatments AND will not be

obliged to incur the expense until such money is received.

4.4 INVOICING

The Proprietor and any Third-Party Service Provider will invoice

fees and charges:

(a) to the Owner; or

(b) if the Horse is owned by multiple parties, as agreed with

the manager, either:

(i) to the Owners collectively via the manager; or

(ii) to each party directly that party’s proportion of

such fees and charges.

Regardless of the invoicing arrangements, liability for all such

fees and charges remains as set out in clause 1.5.

4.5 METHOD OF PAYMENT

The Proprietor’s preferred method of payment is by EFT, or by

Mastercard or Visa credit card. In the case of multiple Owners

and proportionate direct invoicing, the Proprietor may charge

an additional administration fee.

5. INSURANCE

Unless otherwise agreed in writing by the Proprietor, the Owner

is responsible for arranging the Owner’s own insurance cover

(including the renewal of any existing cover) for mortality and

other insurable risks in relation to the Horse.

6. VISITATION

The Owner or the manager may, by appointment with the

Proprietor, attend at the Property to inspect the Horse.

Visitation will be entirely at the Owner’s or manager’s own risk,

assumed voluntarily. The Proprietor will not be liable for any risk

associated with such visitation, howsoever arising, that is either

an Inherent Risk, including (without limitation) accident or injury,

or any other risk that was insignificant or not reasonably

foreseeable, involving or sustained by the Owner or the manager,

or any person who may accompany the Owner or the manager,

when visiting the Property.

7. PROPRIETOR’S RIGHT OF INDEMNITY

The Owner must indemnify the Proprietor against all expenses

and liabilities properly incurred by the Proprietor in relation to

this Agreement.

8. LIMITATIONS TO OWNER’S RIGHT OF INDEMNITY

8.1 Neither the Proprietor nor any Third-Party Service Provider will

be liable to the Owner for damages for harm suffered by the

loss or diminution in value of the Horse if it dies or value is

diminished as a consequence of the materialization of a risk,

howsoever arising, that is either:

(a) an Inherent Risk, including (without limitation) accident,

illness, injury, infertility or sub-fertility, or natural cause;

(b) any other risk that was insignificant or not reasonably

foreseeable.

8.2 (1) Except for any right of indemnity specifically preserved

by this Agreement, the Owner expressly surrenders, so

far as the law permits, any right which the Owner may

have against the Proprietor or any Third-Party Service

Provider to claim damages for harm suffered by the loss

or diminution in value of the Horse, howsoever arising,

including (without limitation) liability in negligence and

any right of the Owner to claim damages for economic

loss or loss of opportunity to earn future income.

(2) Any right of indemnity either specifically preserved or not

capable of surrender will be limited in damages to the fair

market value of the Horse at the time of the cause of

action arising.

8.3 Certain legislation, including the Competition and Consumer

Act 2010 (Cth), may impose consumer guarantees or imply

warranties or conditions or impose obligations upon the

Proprietor which cannot be excluded restricted or modified, or

cannot be excluded restricted or modified except to a limited

extent. This Agreement must be read subject to these statutory

provisions. If these statutory provisions apply, to the extent to

which the Proprietor may limit the Proprietor’s liability, such

liability is limited to:

(a) in the case of goods, at the Proprietor’s option:

(i) the replacement of the goods or the supply of

equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or

of acquiring equivalent goods; or

(iv) the payment of the cost of having the goods

repaired; and

(b) in the case of services, at the Proprietor’s option:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services

supplied again.

9. LIEN AND CHARGE

9.1 The Owner grants to the Proprietor a Lien over the Horse and

a Charge over the Horse and Proceeds, as security for the

proper performance of the Owner’s obligations under this

Agreement, including (without limitation):

(a) to pay all fees and charges when due; and

(b) not to transfer, sell or otherwise dispose of, or create any

Encumbrance attaching to, the Horse, other than in

accordance with this Agreement.

9.2 This Lien or Charge:

(a) entitles the Proprietor:

(i) to possession of the Horse (including the Horse ID

card or any replacement card) until all amounts

due and payable by the Owner under this

Agreement are paid; and

(ii) to retake possession of the Horse (including the

Horse ID card or any replacement card) where the

Proprietor does not have such possession at the

time when the Owner’s breach of this Agreement

occurs; and

(b) includes the right of the Proprietor:

(i) to give a direction in accordance with clause 14.2

for the payment of Proceeds; and

(ii) to sell the Horse or appoint a receiver to do so in

accordance with clause 14.3;

when the Owner’s breach of this Agreement occurs.

9.3 The rights conferred by this clause 9 are in addition to and not

in substitution of any rights of the Proprietor at common law or

under any statute.

10. OWNER’S SALE OR ENCUMBRANCE OF HORSE

If the Owner elects to transfer, sell or otherwise dispose of, or

to create any Encumbrance attaching to, the Horse, while any

fees and charges are outstanding and payable to the Proprietor

or any Third-Party Service Provider under this Agreement, the

Owner must prior to doing so either:

(a) pay all such outstanding fees and charges to the

Proprietor or Third-Party Service Provider; or

(b) obtain the Proprietor’s approval either to the proposed

sale or other disposition, or to the creating of the

Encumbrance. The Proprietor may give approval (with or

without conditions) or withhold approval without

providing a reason. If the Proprietor does approve, the

Owner must:

(i) comply with any conditions of such approval: and

(ii) otherwise obligate the proposed purchaser,

acquirer, or grantee of any Encumbrance to novate

this Agreement.

In any event, the Owner will remain liable to the

Proprietor or Third-Party Service Provider for any fees

and charges not paid to the Proprietor or Third-Party

Service Provider by such purchaser, acquirer, or grantee.

11. ACKNOWLEDGEMENTS UNDERTAKINGS AND

WARRANTIES

11.1 The Proprietor acknowledges that, EXCEPT for what is set out

in this Agreement, the Owner has neither made any

representation nor provided any warranty to the Proprietor in

relation to the Horse.

11.2 The Owner acknowledges entering into this Agreement at the

Owner’s own risk and that, EXCEPT for what is set out in this

Agreement, the Proprietor has neither made any representation

nor provided any warranty in relation to the services to be

provided or procured by the Proprietor.

11.3 The Owner undertakes not to:

(a) remove the Horse from the Property while any fees and

charges are outstanding and payable to the Proprietor or

any Third-Party Service Provider under this Agreement;

Agistment & Pre-training Agreement © MLP 2024 Page 3 of 5

(b) assign or transfer the Owner’s rights or obligations under

this Agreement to any Third-Party without first obtaining

the Proprietor’s approval, which will not be unreasonably

withheld or delayed. It will not be unreasonable for the

Proprietor to:

(i) withhold approval if the Owner is in breach of any

payment obligation under this Agreement; and

(ii) require any party assuming the Owner’s obligations

to novate this Agreement.

11.4 The Owner warrants that the Owner:

(a) is either:

(i) the holder of the legal and beneficial title to the

Horse, free of any Encumbrance, or if subject to an

Encumbrance, duly authorized by the grantee to

enter into this Agreement; or

(ii) the lessee duly authorized by the lessor (and legal

owner) to enter into this Agreement; and

12. FURTHER ACKNOWLEDGMENTS AND DECLARATIONS

12.1 The Owner acknowledges:

(a) that owning, breeding and racing thoroughbred horses:

(i) is speculative, as the Owner will incur significant

fees and expense without the assurance of any

financial return; and

(ii) involves risks, including (without limitation) those

specifically referred to in clauses 6 and 8;

(b) that prior to entering into this Agreement, the Proprietor

provided to the Owner and the Owner has read and

understood the attachment marked "WARNING -

IMPORTANT INFORMATION”

12.2 The Owner declares that prior to the Effective Date the Owner has

had the opportunity:

(a) to obtain independent legal advice in relation to the Owner’s

rights and obligations under this Agreement; and

(b) to inspect the Property and the facilities to satisfy oneself

as to their fitness for purpose;

and has either done so, or freely declined the opportunity to do

so.

13. GST

13.1 The parties acknowledge that this Agreement will constitute a

Taxable Supply under the GST Act.

13.2 Any fee or charge specified in the Fees Notice as payable by

the Owner under this Agreement has GST included in it, unless

it is specifically stated as being exclusive of GST.

13.3 Any invoice rendered by a party to this Agreement in

connection with a Taxable Supply made pursuant to this

Agreement which seeks to recover an amount of GST payable

by that party must conform to the requirements for a Tax

Invoice and must be delivered on or before the date payment

is required.

14. OWNER’S DEFAULT

14.1 If the Owner breaches a material obligation under this Agreement,

including any payment obligation, the Proprietor may:

(a) charge interest on any outstanding amount at the

prevailing rate specified in the Fees Notice for the period

commencing on the day after the due date and ending on

the date payment is received at that rate which is the

equivalent of 2% above the National Australia Bank Limited

Benchmark rate (or such other rate as substituted by such

bank). A letter from such bank will be prima facie evidence

of such rate; and

(b) give a Default Notice to the Owner or the manager (as

the case requires), requiring that such breach be

remedied within 14 days. If the Owner fails to remedy

the breach within the period specified in the Default

Notice, the Proprietor may pursue all or any of the

Proprietor’s contractual and legal remedies against the

Owner, including (without limitation) the right:

(i) to give a direction in accordance with clause 14.2

for the payment of Proceeds; and

(ii) to sell the Horse or appoint a receiver to do so in

accordance with clause 14.3;

without requiring a direction by order of the court for

such action.

14.2 RIGHT TO GIVE A DIRECTION FOR THE PAYMENT OF

PROCEEDS

(1) The Proprietor may exercise the Proprietor’s right to give

a direction for the payment of Proceeds:

(a) if the Horse is sold, by notice to the selling agent

or buyer (as the case requires); and

(b) if there is a claim under any insurance policy

attaching to the Horse, by notice to the insurer;

requiring payment directly to the Proprietor of such

amount as is required to fully extinguish and discharge

any outstanding payment obligation of the Owner under

this Agreement as a first call on the total of any net

Proceeds. A statement confirming the outstanding

amount and a copy of this Agreement will constitute

adequate notice.

(2) The Owner, in consideration of these presents and for

good and valuable consideration, expressly and

irrevocably directs the recipient of a notice served

pursuant to paragraph (1) to make payment in

accordance with that notice without reference to the

Owner or the manager and without requiring a direction

by order of the court for payment and attachment of

debt.

14.3 POWER OF SALE OF HORSE

(1) For the purpose only of the Proprietor exercising the

Proprietor’s right to sell the Horse when the Owner’s breach

of this Agreement occurs, the Owner, in consideration of

these presents and for good and valuable consideration:

(a) irrevocably appoints and directs the Proprietor, as the

Owner’s duly authorised agent, attorney or

representative, as the law permits, to execute any

instrument and do any act or thing required to effect

the sale and convey and assure the buyer the Horse

sold, including (without limitation) registration of the

transfer of ownership of the Horse with the Registrar

of Racehorses or Principal Racing Authority; and

(b) expressly and irrevocably directs the Registrar of

Racehorses or Principal Racing Authority, as the

case requires, to register such transfer without

reference to the Owner or the manager and without

requiring a direction by order of the court for

registration.

(2) If a sale by public auction, the Proprietor may offer the

Horse without reserve and sell it to the highest bidder.

(3) If the Proprietor elects to sell the Horse other than by

public auction, such sale must be at arms’ length and at

a price not less than the fair market value of the Horse

determined by either MM or WI, or if neither of them is able

or willing to act, then another member of the FBAA who is

able and willing to act, at the Proprietor’s discretion.

(4) The Proprietor must give the Owner, the manager or

lessor (as the case requires), 14 days’ notice of any

proposal to sell the Horse by public auction, and 7 days’

notice of any proposal to sell the Horse other than by

public auction.

(5) Upon the sale of the Horse the Proprietor must apply the

Proceeds:

(a) firstly, in payment of all fees and charges incurred

in connection with the sale, including (without

limitation) the sale entry fee and commission,

transportation and sale attendance;

(b) secondly:

(i) if a sole Owner, in payment to the Proprietor,

or Third-Party Service Provider, of all fees

and charges, including (without limitation)

any interest and enforcement costs that are

outstanding and payable by the Owner; or

(ii) if co-owners, apportion the net Proceeds

between them and apply the proportion

otherwise due to the defaulting co-owner(s)

in payment to the Proprietor, or Third-Party

Service Provider, of all fees and charges,

including (without limitation) any interest

and enforcement costs that are outstanding

and payable by the defaulting co-owner(s);

and

(i) a sole Owner of any Proceeds not required to

be applied by the Proprietor either in

remedying or because of the Owner’s breach

of this Agreement; or

(ii) the manager or non-defaulting co-owner(s)

directly the whole of the proportion of the net

Proceeds due to the non-defaulting co-

owner(s), AND to the manager or defaulting

co-owner(s) directly the proportion of the net

Proceeds due to the defaulting co-owner(s)

not required to be applied by the Proprietor

either in remedying or because of the

defaulting co-owner(s) breach of this

Agreement.

The Owner will remain liable to the Proprietor for any

shortfall, or if co-owners, each defaulting co-owner will

remain liable to the Proprietor for such party’s proportion

of any shortfall.

14.4 RIGHT TO INDEMNITY COSTS

If the Proprietor, Third-Party Service Provider, or their

nominee, undertakes any account management or debt

recovery action with any agency, or legal proceedings, against

the Owner in relation to the Owner’s breach of a material

Agistment & Pre-training Agreement © MLP 2024 Page 4 of 5

obligation, including (without limitation) any payment

obligation, such party will be entitled to recover all fees and

expenses, including account management fees, agency

commissions, legal fees and other costs reasonably incurred in

relation to such action or proceedings on a full indemnity basis.

14.5 OTHER RIGHTS

The rights conferred by clauses 14.1 to 14.4 inclusive will not

prejudice any other right which the Proprietor may have against

the Owner relating to the Owner’s breach of this Agreement.

15. TERMINATION

This Agreement will have full force and effect until it is ended by

the first to occur of the following:

(a) the Horse dies, or is sold or otherwise disposed of by the

Owner, or the Proprietor exercises the Proprietor’s power of

sale under clause 14.3;

(b) the Proprietor elects to end this Agreement and directs the

Owner or the manager to remove the Horse from the

Property; or

to remove the Horse from the Property.

In any event, the Proprietor will be entitled to render a Tax Invoice

to the Owner for all services provided in relation to the Horse

under this Agreement up until the day the Horse is removed from

the Property AND to be paid the full amount of that Tax Invoice

and any other outstanding Tax Invoices before the Horse is

removed.

16. PPSA

19.1 The provisions of this Agreement constitute a Security

Agreement under the PPSA. These provisions are in addition to

and not in substitution of any rights of the Proprietor at

common law or under any statute.

16.2 The Owner:

(a) grants to the Proprietor a Security Interest attaching to

the Horse as livestock (as that term is defined in the

PPSA) and Proceeds to secure the proper performance of

the Owner’s obligations under this Agreement;

(b) consents to the Proprietor, as the Secured Party,

registering the Security Interest on the PPSR;

value and to enable the Horse to be fed or developed and,

as a result, is a priority interest in livestock pursuant to

Section 86 of the PPSA;

(d) undertakes:

(i) to execute any document required to enable the

Proprietor to register a Financing Statement or

Financing Change Statement from time-to-time on

the PPSR to perfect the Security Interest;

(ii) to pay or reimburse all fees and expenses incurred

by or on behalf of the Proprietor in relation to the

enforcement or discharge of the Security Interest;

and

(iii) not to grant any Encumbrance attaching to the

Horse to any other person without first obtaining

the Proprietor’s written consent;

(e) declares that, to the extent permitted under the PPSA,

sections 142 and 143 of the PPSA will not apply to this

contract or the Security Interest; and

(f) waives any right as permissible under the PPSA to receive

a notice.

16.3 The Proprietor must discharge the Security Interest when all

the secured obligations of the Owner under this Agreement are

satisfied.

16.4 If there is an existing Encumbrance attaching to the Horse at

the time of the parties entering into this Agreement, the Owner

assures the Proprietor that the grantee of such Encumbrance

approves of the Owner entering into this Agreement and

consents to the Security Interest granted to the Proprietor

having priority over such Encumbrance, regardless of whether

such Encumbrance is a perfected or unperfected Security

Interest.

17. NOTICES

17.1 Any notice, demand, or other instrument given under this

Agreement will be deemed to have been properly given if it is in

writing and delivered to or sent by prepaid mail to an address

within Australia, or by prepaid airmail post to an address outside

Australia, or by facsimile or email transmission, in the case of:

(a) the Proprietor, to the address or number provided by the

Proprietor; and

(b) the Owner or the manager, to the address or number

provided by the Owner or the manager, or such other

address or number that may be recorded with the Register

of Racehorses or that the Proprietor reasonably considers

to be the current address or number of the Owner or the

manager.

17.2 Notice given in accordance with clause 17.1 will be deemed to

have been duly served, in the case of:

(a) prepaid mail to an address within Australia, upon the

expiration of 3 days after the day of posting;

(b) prepaid airmail post to an address outside Australia, at the

expiration of 10 days after the day of posting; and

transmission.

18. FURTHER ASSURANCES

The parties must at their own cost, execute any instrument and

do any act or thing required to give effect to this Agreement.

19. GOVERNING LAW

The law governing this Agreement is the law of the

Commonwealth of Australia and of the state or territory where

the Property is located and the forum for all disputes will be

either the Federal Court of Australia or the Courts of that place,

to the authority of and which, including any appellate

jurisdictions of such courts, the parties unconditionally submit

and confine themselves for all proceedings arising from this

Agreement.

20. DEFINITIONS AND INTERPRETATIONS

20.1 The following words have these meanings in this Agreement

unless the contrary intention appears:

Associated Entity has the meaning given to it in the

Corporations Act 2001 (Cth).

Charge means the right to seize and sell, including a power of

sale and the right to receive and apply Prize money and

Proceeds.

Default Notice means a notice detailing the breach by the

defaulting party of an obligation under this Agreement.

Effective Date means the date upon which this Agreement is

adopted or accepted by the parties, evidenced by:

(a) the Owner or the Owner’s agent delivering the Horse to

the Proprietor; and

(b) the Proprietor accepting delivery of the Horse from the

Owner or the Owner’s agent;

at the Property.

Encumbrance means:

(a) any Security Interest;

(b) any right, interest or arrangement which has the effect

of giving another person a preference, priority or

advantage over creditors, including any right of set-off;

arising from the enforcement of a judgement;

or any agreement to create any of them or allow them to exist.

End Date means the date upon which this Agreement is ended,

determined in accordance with clause 15.

Entire means a male horse that has not been gelded.

FBAA means Federation of Bloodstock Agents Australia Ltd

(ABN 27 003 596 718).

Fees Notice means any document, as amended from time to

time, that provides a reasonable estimate of the fees and

expenses the Owner will be likely to incur if the Owner gives

the Horse to the Proprietor for agistment.

Financing Statement has the meaning given to it in the PPSA.

Financing Change Statement has the meaning given to it in

the PPSA.

Foal means the natural produce of the mare when born.

Foal-at-foot means a suckling foal running with its dam.

GST means tax that is payable under the GST law (as

prescribed by the GST Act).

GST Act means the “A New Tax System (Goods and Services

Tax) Act 1999”.

Horse means any thoroughbred horse delivered by the Owner

and accepted by the Proprietor onto the Property.

Inherent Risk means a risk of something occurring that

cannot be avoided by the exercise of reasonable care.

Lien means the right to retain.

MM means Magic Millions Sales Pty Ltd (ABN 54 078 396 317).

Owner means either:

(a) the holder of the legal and beneficial title to the Horse;

and if multiple parties, each person who holds an

ownership interest in the Horse; or

(b) the lessee of the Horse.

PPSA means Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register under

the PPSA.

Proceeds means proceeds of sale or of any insurance claim

paid in relation to the Horse or a Share, as the context requires.

Property means any property or place where the Proprietor

provides the services.

Proprietor means EMBROOK STABLES PTY LTD ATF K&L

FAMILY TRUST (ABN 15 652 035 804), including its directors,

officers, employees, servants and agents.

Secured Party means a person who is granted a Security

Interest under this Agreement.

Security Interest:

(a) in relation to any personal property (as defined in the

PPSA), has the meaning given to it in the PPSA; and

(b) in relation to any other property, means any charge,

mortgage, pledge, bill of sale, hypothecation, lien,

arrangement concerning the deposit of documents

evidencing title, trust, power or title retention

arrangement, or any other covenant or arrangement of

any nature made to secure the payment of money or the

observance of an obligation.

Taxable Supply has the meaning given to it in the GST law.

Tax Invoice has the meaning given to it in the GST law.

Term means the period from the Effective Date until the End

Date of this Agreement determined in accordance with clause

15.

Third-Party Service Provider means any external service

provider contracted by the Proprietor (as the agent of the

Owner) to provide services in relation to the Horse while in the

care and under the control of the Proprietor.

Weanling means a foal that has been weaned from it dam, but

is less than 1 year old.

Wean means the act of separating a foal from its dam, which

usually takes place between the ages of 3 and 6 months.

WI means William Inglis & Son Ltd (ABN 75 000 011 307).

20.2 In this Agreement unless the contrary intention appears:

(i) the singular includes the plural and the plural and vice

versa;

(ii) a reference to any one gender includes a reference to each

other gender;

(iii) a reference to a person includes a reference to a firm,

corporation or other corporate body;

(iv) a reference to writing includes a reference to printing,

typing and other methods of producing words in a visible

form;

(v) where a word or expression is given a specific meaning,

other parts of speech and grammatical forms of that word

or expression have corresponding meanings;

(vi) headings are for ease of reference and do not affect the

construction of this Agreement;

(vii) this Agreement binds in addition to the parties, their

respective legal personal representatives and successors;

and

(viii) any Schedule or annexure will form part of this Agreement.

Telephone: 02 9235 2500 Email: tony.fleiter@maclegal.com.au Website: www.maclegal.com.au

WARNING – IMPORTANT INFORMATION

The ownership, breeding and racing of thoroughbred horses involve risks, including Inherent Risks and other risks that may be

insignificant or not reasonably foreseeable. Be aware that:

• The value of the Horse may be diminished or lost through:

o market forces;

o the death of the Horse; or

o the materialisation of an Inherent Risk, including (without limitation) accident, illness, injury, infertility or subfertility,

or natural cause.

• The Proprietor’s Property and other places where the Horse, and other horses, may be located from time to time can be

dangerous places, including because horses do not always behave as expected. Entering onto those places involves the risk of

injury, accident and loss or damage to person or property for all persons who enter.

PAYMENT OBLIGATIONS

The Owner, including the members of any co-ownership arrangement, should be aware that the Horse may be sold lawfully by the

Proprietor if the Owner does not pay all invoiced fees and expenses when due.