A WAYMAKER - BREEDING CONTRACT / SINGLE MARE 2023

This Agreement, by and between Tri-Star Farms (“TSF”) and the undersigned Owner or Lessee of the mare described below (“Mare Owner):

1.Engagement. The Mare(s) Owner hereby engages one breeding service to A WAYMAKER (21801567) (the “Stallion”) for each of the Mare(s) (the “Mare(s)”) listed below for the 2023 breeding season. The Breeding Season runs from September 1st to July 15th.

2.Breeding Fee. The breeding fee shall be $600.00, which is due upon execution of this Agreement.

3.Other Services and Expenses. It is understood that in addition to the above-stated breeding fee Mare(s) Owner shall pay board expenses at the rate of $15 per day for a dry mare or $18 per day for a wet mare (with foal), plus veterinarian services and related expenses including transportation to a veterinary facility, farrier services, special dietary services, and all other services and expenses reasonable or appropriate to ensure the well-being and breeding of the Mare(s) and/or foal. Board, lab and veterinary fees are subject to change. TSF will issue monthly statements of all such charges pertaining to board and services provided directly by TSF and veterinarian service and other vendors will bill directly to the Mare(s) Owner. Mare(s) Owner agrees to pay these charges in full upon receipt. Such charges shall be paid in full whether or not the Mare(s) is settled. In the event such payments are not received when due, Mare(s) Owner acknowledges and agrees Mare(s) Owner shall pay to TSF a 1.5% monthly (18% per annum) carrying fee on the total sum of any amount not paid when due. Mare(s) Owner shall pay all reasonable attorneys’ fees, paralegal fees, accountant fees and any other cost and expenses incurred by TSF in pursuing collection of the sums owed under this Agreement.

4.Conditions for Acceptance of Mare(s). A photocopy of both sides of the Mare(s)’s registration papers must be furnished and returned withthis Agreement. Mare(s) Owner represents and warrants that the Mare(s) is healthy, of sound breeding condition, halter broken, is free from infection or disease and that the Mare(s) tested negative on a Coggins Test performed within six (6) months prior to the date of this Agreement. Prior to the Mare(s)’s arrival at TSF, the Mare(s) must have a veterinarian’s health certificate including worming and vaccination records and a current negative Coggins Test. If these documents are not presented in acceptable form upon the Mare(s)’s arrival, TSF shall have a veterinarian make proper test and evaluation at Mare(s) Owner’s expense. TSF reserves the right to refuse acceptance of the Mare(s), if, in the opinion of TSF, the Mare(s) is not in satisfactory condition. If the Mare(s) is refused, there will be no refund of the breeding fee. Another mare owned by Mare(s) Owner may be substituted. If no other mare is available this Agreement shall terminate and the parties shall be relieved of any further obligations or liability hereunder, except Mare(s) Owner’s obligation to remove the Mare(s) from TSF at Mare(s) Owner’s expense and Mare(s) Owner’s obligation to pay any outstanding charges and expenses.

5.Breeding and Risks. TSF will use reasonable diligence to settle the Mare and shall have sole discretion in determining the method of breeding the Mare. Should the Mare not settle, Mare Owner releases and holds harmless TSF from any resulting losses or damages. Mare Owner fully understands, authorizes and assumes the inherent risks and dangers in keeping, breeding and transporting horses and acknowledges that mortality and other insurance is solely the Mare Owner’s responsibility.

Transportation and Release. Mare Owner shall be solely responsible for arranging and paying the costs for transporting the Mare. The Mare will not be released to Mare Owner or any agent until all fees and expenses are paid to date. TSF shall have a lien against the Mare and/or foal until such time as all charges and expenses are paid in full. This lien shall survive any transfer of possession. Mare Owner shall provide TSF with reasonable notice of intent to pick up the Mare. Mare Owner shall provide TSF with written authorization to release the Mare to any third party transporter and TSF shall have no obligation to release the Mare without such written authorization. Upon commencement of the loading of the Mare by a third party transporter, Mare Owner assumes full responsibility and liability for the health, welfare, care, soundness, breeding condition, and transportation of the Mare and any such foals.

7.Live Foal Guarantee. TSF provides a limited guarantee that a single live foal will result from the breeding privileges granted herein.The term “live foal” means that a foal stands alone, nurses and lives for twenty-four (24) hours. If a live foal does not result from the breeding, Mare Owner shall be entitled to return the Mare or a substitute mare approved by TSF, for breeding to the Stallion for the following breeding season only. If the Mare Owner chooses to exercise the option to re-breed in a subsequent breeding season, Mare Owner is responsible for payment of all boarding charges and expenses for that subsequent season, but without payment of any further breeding fee. Mare Owner also remains subject to all terms and conditions of this Agreement. This obligation by TSF to re-breed will apply only if the Mare Owner notifies TSF within forty-eight (48) hours of foaling that the Mare did not produce a live foal and within fourteen (14) days after the Mare Owner’s notice to TSF, Mare Owner certifies to TSF that the birth was properly managed and also produces a statement from a licensed veterinarian stating details explaining the failure of the Mare to produce a live foal. It is agreed that this provision will be of no further effect if the Mare is taken to any other stallion before returning to the Stallion. If Mare Owner fails to re-breed the following year, then any and all fees paid shall be forfeited, the right to re-breed is canceled and TSF is released from all obligations of this Agreement.

Certificate. Upon notification of birth of a live foal and full payment of all fees and expenses and the perform ance of all other obligations of Mare Owner under this Agreement, TSF shall issue one breeder’s certificate to the Mare Owner.

Substitution. This contract cannot be traded, sold or transferred, in any fashion, to another party. If the Stallion dies, is unavailable , or becomes unfit for service, and the Mare is not in foal, this Agreement shall become null and void. TSF, at its sole discretion may substitute another stallion in this event only with written consent of substitute stallion’s owner. No refund will be made on the breeding fee.

10.No representations or Warranty. Mare Owner agrees and acknowledges that TSF has not made and does not make any representation or warranty as to the quality or conformation of the foal or that the foal will be free of any infirmity, conformation defect, disease or inherited trait.

TRI-STAR FARMS DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTYOF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT AND THIS BREEDING.

11.Waiver/Indemnification. TSF shall not be liable for any damages to the Mare arising out of or from the keeping or breeding of the Mare or that may occur from any cause whatsoever in connection therewith including but not limited to loss by fire, theft, running away, death, or injury dur ing or after the term of this Agreement, whether the Mare is on TSF property or not. Mare Owner shall be solely responsible for all acts and behavior of the Mare at anytime during the term of this Agreement and in no case shall TSF, its owners, management, agents, and/or employees be held liable. Owner shall indemnify TSF, its owners, agents, management, and employees for all damages sustained or suffered by reason of the breeding or keeping of the Mare and for any claims arising out of the breeding act or keeping of the Mare. WARNING: Under Tennessee law, an equine professional is not liable for an injury to, or the death of, a participant in equine activities resulting from the inherent risks of the equine activities.

12.Miscellaneous. It is further agreed: (a) this Agreement constitutes the entire agreement between both parties hereto and there are no binding agreements, understandings, restrictions, warranties or representations between the parties other than those set forth herein; (b) this Agreement cannot be amended except in a writing executed by all parties hereto; (c) this Agreement may not be assigned or transferred in any manner, absent the express written permission of TSF; (d) this Agreement shall be governed by the laws of the State of Tennessee and shall be binding upon the heirs, personal representatives, successors, agents and permitted assigns of the parties; (e) all actions concerning this Agreement shall be instituted in the Sumner County Circuit or Superior Courts, Gallatin, Tennessee, or in the United States District Court for the Middle District of Tennessee, Nashville Division and Mare Owner irrevocably and unconditionally submits to the personal jurisdiction of said courts; (f) Mare Owner acknowledges that failure of TSF to requi re performance of any provision of this Agreement shall not affect TSF’ right to later require performance, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself; (g) the person executing this Agreement on behalf of the Mare Owner is fully authorized to execute this Agreement on behalf of Mare Owner; (h) should it be necessary for TSF to employ an attorney to enforce any of the terms of this Agreement, including collection of money owed, Mare Owner shall pay all attorney fees, paralegal fees, accountant fees and any other costs or expenses incurred by TSF; and (i) Mare Owner acknowledges that TSF acts solely as agent for the owner of the Stallion, and TSF will be bound by the terms of this Agreement only for so long as TSF is designated as the agent for the Stallion.

* PLEASE NOTE:

• If paying by credit card, an invoice will be e-mailed prior to the breeding service.
• All credit card transactions will have a minimal processing fee added and will be shown on the invoice.
• An insufficient funds fee of $50.00 will be charged on all returned checks