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Share Agreement

"Laddies Poker Two" - Terms & Conditions

1. These Terms

1.1 These terms and conditions ("Terms") set out the rights and obligations of (i) Ladbrokes International Limited, with its registered office at 57-63 Line Wall Road, Gibraltar ("Ladbrokes" or "We", "Us" or "Our") and (ii) any person who wins a Share, as defined below, ("You") in the horse owned by Ladbrokes and called 'Laddies Poker Two' ("Laddies Poker Two").


2. Shares

2.1 In these Terms, a "Share" means:

2.2 the right to receive [0.5% (1/2 of a percent)] of any monies that Laddies Poker Two may win in races whilst Ladbrokes owns Laddies Poker Two; and

2.3 the right to receive [0.5% (1/2 of a percent)] of the monies raised by the sale of Laddies Poker Two by Ladbrokes, as described in paragraph 7 below.

2.4 Ladbrokes owns Laddies Poker Two and intends to offer certain persons (as Ladbrokes may chose in its sole discretion) and/or certain competition, tournament or promotion winners the opportunity to own a Share in Laddies Poker Two. Where a Share is offered as part of a competition, tournament or promotion, any separate Ladbrokes terms and conditions relating to such competition, tournament or promotion will also apply.

2.5 200 Shares will be made available. There is no limit to the number of Shares held by any one person.

2.6 Although Ladbrokes will own and control Laddies Poker Two, Ladbrokes will not have any Shares and will have no direct financial interest in the performance of Laddies Poker Two.

2.7 Shares and any special offers or invitations sent to any person who has a Share(s) are not transferable and there is no cash alternative for any Share(s), special offer or invitation. Each Share has a value of [0.001p].


3. Offer and Acceptance of Shares

3.1 If Ladbrokes offers You a Share(s) and You accept that Share(s), You will be bound by these Terms. To accept the Share(s) offered to You, You must win the Share(s) through a tournament or a promotion. You may also expressly reject the offer of the Share(s) by sending an email to care@ladbrokespoker.com. We will [email] You to acknowledge your rejection of the Share(s).

3.2 You acknowledge that You will receive the benefit of your Share(s) from the date You accept the Share(s) and accordingly You will not be able to cancel this Agreement (as defined in paragraph 9 below) after the date You accept the Share(s).

3.3 Ladbrokes will not file a copy of the Agreement with You, although You may access these Terms at http://www.ladbrokespoker.com at any time during the Period of this Agreement (as defined in paragraph 9 below). You may also print a copy of these Terms for your reference.

3.4 Share(s) are only available to residents of the UK and Ireland. If a resident from another country enters a qualifying tournament, and wins, or otherwise enters a relevant promotion they will forfeit their share in ‘Laddies Poker Two’ and forfeit their buy-in stake. You must be over 18 to accept any Share(s). Employees and their immediate families (including any live-in partner) of Ladbrokes or its group companies or agencies or advisors are ineligible to accept any Share(s). Any such purported acceptances will be invalid.


4. Payment

4.1 Ladbrokes will keep You informed by [email] as to the amount of money that Laddies Poker Two wins in races whilst Ladbrokes own Laddies Poker Two. Any monies due to You in respect of your Share(s) will be paid to You at the end of the Period of this Agreement (as defined in paragraph 9 below). Payment will be made directly into your registered customer account with Ladbrokes (or its group companies), if You have such an account. Otherwise payment will be made by way of [cheque] to the address You supply when You accept your Share(s).


5. Control of Laddies Poker Two

5.1 You acknowledge that Ladbrokes will continue to own Laddies Poker Two and will take all decisions relating to Laddies Poker Two, including but not limited to, the training of Laddies Poker Two, the jockey, the colours used by Laddies Poker Two and which and how many races Laddies Poker Two enters.

5.2 You will not be required to pay any money towards the upkeep of Laddies Poker Two. Ladbrokes will pay all costs and expenses relating to Laddies Poker Two.


6. Publicity and use of data

6.1 In return for having a Share(s) You agree to:

6.1.1 the use by Ladbrokes and/or its group companies (without notice or any fee being paid) of your name (and/or any alias and/or user name for your Ladbrokes customer account if You have one), image and your comments for the purposes of marketing or publicity purposes in any media anywhere in the world. This use by Ladbrokes may continue after the Period of this Agreement;

6.1.2 participating in television and other media interviews and press releases as reasonably requested by Ladbrokes;

6.1.3 being featured in updates and reports which Ladbrokes and/or its group companies may circulate (by any means) in respect of Laddies Poker Two. You may continue to be featured in such reports and updates after the Period of this Agreement;

6.1.4 otherwise participating in such marketing and publicity activities as Ladbrokes may reasonably request.

6.2 Your personal data will only otherwise be used by Ladbrokes in accordance with our privacy policy.


7. Sale of Laddies Poker Two

7.1 Ladbrokes will use reasonable endeavours to sell Laddies Poker Two at a 'horses in training' sale during the course of 2007 or as soon as reasonably practicable thereafter, provided that Ladbrokes manages to secure a minimum price for Laddies Poker Two (such price to be stipulated by Ladbrokes). Ladbrokes reserves the right to sell Laddies Poker Two or retire Laddies Poker Two from training, should circumstances dictate, as Ladbrokes sees fit.


8. Exclusion of liability

8.1Nothing in this paragraph 8 shall exclude or limit Ladbrokes' responsibility for death or personal injury resulting from Ladbrokes' negligence or for fraud.

8.2 Neither party shall be responsible, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

8.2.1 any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated winnings;

8.2.2 any loss of goodwill or reputation; or

8.2.3 any other losses, except those losses which are a foreseeable consequence of the breach where such losses suffered or incurred by the other party arising out of or in connection with the Laddies Poker Two Share arrangement or any other matter under this Agreement (as defined in paragraph 9 below).

8.3 The aggregate liability of Ladbrokes to You and arising out of or in connection with the subject matter of this Agreement shall not exceed the cost of your entry into any promotion or competition which directly led to You having a Share.

8.4 Without limiting paragraph 8.2 and 8.3, Ladbrokes shall not be responsible to You if Laddies Poker Two dies or otherwise becomes incapacitated (in any way) so that Laddies Poker Two can not (either permanently or temporarily) race or be sold in accordance with these Terms.

8.5 Ladbrokes makes no statements or promises regarding the quality of Laddies Poker Two or the value of any monies that You may be entitled to under these Terms. To the fullest extent permissible under law, We disclaim any and all promises in relation to the services provided to You under this Agreement. Your statutory rights as a consumer are not affected however including your right to receive a reasonable standard of service.


9. Term and termination

9.1 The agreement between You and Ladbrokes as set out in these Terms (this "Agreement") shall start on the date You accept a Share and shall end automatically upon payment to You of your share of any monies due to You (such monies will be calculated as set out in paragraph 2 and will depend on the number of Shares that You have) unless this Agreement is otherwise brought to an end at an earlier date in accordance with these Terms (the "Period of this Agreement").

9.2 Ladbrokes may bring this Agreement to an end with immediate effect by written notice to You if You have a bankruptcy petition presented against You or have an interim order or bankruptcy order made against You or otherwise become insolvent, make any general composition with your creditors, die, become of unsound mind or a patient for the purposes of any statute relating to mental health or commit a criminal offence (other than a minor motoring offence).

9.3 You must tell us by [email] of any event within paragraph 9.2 which occurs during the Period of this Agreement.

9.4 Either party (the "non defaulting party") may bring this Agreement to an end immediately by email to the other party (the "defaulting party") if:

9.4.1 the defaulting party has committed a material breach of any of its obligations under this Agreement which cannot be remedied; or

9.4.2 the defaulting party has committed a material breach or other default in performing any of its obligations under this Agreement, which is capable of remedy and which that defaulting party has not remedied within thirty (30) days of receipt of written notification of such breach or other default from the non defaulting party.

9.5 The parties shall have no further obligations or rights under this Agreement after the end of the Period of this Agreement, other than under paragraphs 6.1.1, 6.1.4, 8, 9.5 and 10.


10. General

10.1 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

10.2 This Agreement shall be governed by and construed in accordance with the laws in your country of domicile and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales unless You choose the jurisdiction of your country of domicile.

10.3 We reserve the right to amend these Terms from time to time. Where We do so We will inform You by [email]. Any such change will take effect 14 days after We email You. You will be entitled to terminate this Agreement if You tell Us by email within [14] days of Us emailing You to tell You about the changes.

10.4 These Terms are only available in the English language.

10.5 If You have any questions regarding the Laddies Poker Two Share arrangement or about these Terms, please email us at care@ladbrokespoker.com.



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