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Breeder’s Cup $500K Pay Day Promotion (the “Promotion”)

OFFICIAL RULES

NO PURCHASE NECESSARY. A PURCHASE DOES NOT ENHANCE YOUR CHANCES OF WINNING.

THIS PROMOTION IS FOR ENTERTAINMENT PURPOSES ONLY.

BY PARTICIPATING IN THE PROMOTION, YOU AGREE TO THE FOLLOWING RULES:

PROMOTION DESCRIPTION: Beginning October 17, 2012 at 12:01 a.m. Eastern Daylight Time (“EDT”) through October 31, 2012 at 11:59 p.m. EDT (the “Registration Period”) go to www.BreedersCup.com/PayDay or click on the link in the email, banner ad, or other invitation inviting participation in the Promotion (the “Website”), complete the registration form with the information requested, and, if the option is provided, select which of the participating racetracks, off-track wagering facilities or casinos (each, a “Participating Site”) where you wish to participate and click “Submit.” If a Participating Site is assigned to you in your invitation, you cannot make changes to the Participating Site provided. Upon completion of the registration process and selection of a Participating Site, you will receive a Mystery Voucher (the “Voucher”) via email. The Voucher will also be retrievable via the Website by logging in with the username and password created during the registration process. All requested information on the registration form at the Website must be completed to participate and receive a Voucher. Incomplete registrations will be disqualified. Except as contemplated in these Official Rules or as otherwise provided during the registration process, personal information collected in connection with this Promotion will be used in accordance with the privacy policy found on the Website. All claims are subject to verification by representatives of Breeders’ Cup Limited, 2525 Harrodsburg Road, Lexington, KY 40504 (“Sponsor”), whose decisions are final and binding in all matters relating to the Promotion.

After the Registration Period and prior to the “Promotion Date” (as defined below) representatives of Sponsor will pre-select one Voucher as the “Grand Prize Winning Voucher” from among all Vouchers assigned to those persons who were invited to participate in the Promotion (whether they registered or not) and all Vouchers assigned to those who requested a Voucher who were not invited to participate in the Promotion.” To see if you have won the Grand Prize (subject to verification of eligibility), take your complete Voucher to the Breeders’ Cup redemption booth/area at the Participating Site specified on your Voucher on November 3, 2012 (the “Promotion Date”). At the Participating Site, a representative of the Participating Site will scan your Voucher to determine whether it is the Grand Prize Winning Voucher. Contact your Participating Site for official operating hours and/or directions. To enter the Participating Site for free on the Promotion Date to redeem your Voucher, please notify your Participating Site. Participants are solely responsible for transportation to/from a Participating Site. Only the individual who registers for the Promotion may redeem the Voucher. Sale or other transfer of Vouchers is prohibited. Vouchers may only be redeemed at the Participating Site listed on the Voucher. Potential winners must present proper identification to claim a prize. Only one (1) Voucher may be redeemed per person per Participating Site. Multiple entrants are not permitted to share the same email address. Any attempt by any entrant to obtain more than one (1) entry per Participating Site by using multiple/different email addresses, identities, registrations and logins, or any other methods will void that entrant's entries and that entrant may be disqualified. Use of any automated system to participate is prohibited and will result in disqualification. In the event of a dispute as to any registration, the authorized account holder of the email address used to register will be deemed to be the registrant or player. The “authorized account holder” is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Each potential winner may be required to show proof of being the authorized account holder. Material submitted becomes the sole property of Sponsor and will not be returned. Any Voucher that is illegible, mutilated, altered, defective, duplicated, tampered with, forged, cut, torn, contains printing, typographical or other errors, distributed where prohibited by law or not obtained legitimately will be null and void. If by reason of printing, seeding, or other error, more prizes are claimed than the number set forth in these Official Rules, all persons making purportedly valid claims will be included in a random drawing to award the advertised number of prizes available in the prize category in question. Inclusion in such drawing shall be each participant’s sole and exclusive remedy under such circumstances. No more than the advertised number of prizes will be awarded. Submission of a prize claim is solely the responsibility of the participant. By participating in the Promotion, each participant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor, which shall be final and binding in all respects.

ELIGIBILITY: Only legal U.S. residents who are of legal wagering age in their state of residence are eligible to enter. Employees, officers and directors of Sponsor and Participating Sites, their parent, subsidiaries, affiliates, distributors, sales representatives, advertising and promotion agencies (collectively, the “Promotion Entities”) and the immediate family members, and/or those living in the same household of each, are ineligible to enter the Promotion or win a prize. Promotion is void where prohibited by law.

GRAND PRIZE/APPROXIMATE RETAIL VALUE/ODDS OF WINNING: One (1) Grand Prize is available. The Grand Prize consists of $500,000 payable in the form of an annuity paid out as $12,500 per year for 40 years. THERE IS NO GUARANTEE THAT THE GRAND PRIZE WILL BE AWARDED. The odds of winning the Grand Prize are 1:TBD (which is equal to the number of invitations for participation being distributed) plus the number of persons who register to participate in the Promotion who have not received an invitation to participate. UNCLAIMED/UNREDEEMED PRIZES WILL NOT BE AWARDED. Additional lower level prizes may be offered by a Participating Site. These lower level prizes are offered at the sole discretion of the Participating Site and are governed by separate terms and conditions and odds imposed by the Participating Site. Sponsor is not responsible for the awarding of the lower level prizes by the Participating Site. Limit one prize per participant.

GENERAL: All costs and expenses incurred in connection with redeeming, accepting, or using a prize that are not specifically provided for herein, such as tax, gratuities, personal expenses, travel to/from a Participating Site, and any incidental expenses, are solely the responsibility of the applicable participant and/or prize winner. Prizes not claimed in accordance with these Official Rules will not be awarded. All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. The potential Grand Prize winner must execute and return an Affidavit of Eligibility, Liability Release and (where legal) Publicity Release (collectively, “Prize Claim Documents”) prior to being awarded the Grand Prize. Non-compliance with the foregoing may result in disqualification. Grand Prize winner shall be solely responsible for any federal, state and/or local taxes incurred in claiming the prize. Grand Prize winner will be issued a 1099 tax form following the receipt of the prize for the value of the prize. Acceptance of a prize constitutes winner’s permission for Sponsor to use winner’s name, photograph, likeness, voice, biographical information, statements and address (city and state) for advertising and/or publicity purposes worldwide and in all forms of media now known or hereafter developed, in perpetuity, without further compensation. Promotion Entities are not obligated to use any of the above-mentioned information or materials, but may do so and may edit such information or materials, at the Promotion Entities’ sole discretion, without further obligation or compensation. By entering the Promotion, Entrants agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Promotion, or any prizes awarded, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering the Promotion, but in no event will Entrant’s attorneys’ fees be awarded or recoverable; and (3) under no circumstances will any Entrant be permitted to obtain any award for, and Entrant hereby knowingly and expressly waives all rights to seek, punitive, incidental or consequential damages, and/or any and all rights to have damages multiplied or otherwise increased, and/or any other damages, other than direct, actual out of pocket expenses. Entrants agree that the Promotion Entities (A) shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Promotion or any Promotion-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of any prize, and (B) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, including, without limitation, to such prize’s quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant’s or any other person’s computer system or wireless phone which is occasioned by accessing the Website or otherwise participating in the Promotion, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet service providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Promotion or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Promotion, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. No mechanically reproduced, illegible, incomplete, forged, software-generated or other automated multiple entries will be accepted. Sponsor reserves the right to modify, extend, suspend, or terminate the Promotion if it determines, in its sole discretion, that the Promotion is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond Sponsor’s control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, proper play and/or feasibility of the Promotion as contemplated herein. In the event Sponsor is prevented from awarding prizes or continuing with the Promotion as contemplated herein by any event beyond its control, Sponsor shall have the right to modify, suspend, or terminate the Promotion. If registration is terminated prior to the end of the Registration Period, Sponsor will not distribute any additional Vouchers after such termination and will determine the Grand Prize Winning Voucher from among the persons invited to participate in the Promotion and the persons who requested a Voucher without receiving an invitation to participate. Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. These Official Rules cannot be modified or amended in any way except in a written document by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

GOVERNING LAW/JURISDICTION: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE OFFICIAL RULES OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS OR SPONSOR IN CONNECTION WITH THE PROMOTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE’S LAWS.

WINNER’S LIST: Any legally required winner’s list may be obtained by sending a self-addressed, stamped envelope to: Breeders’ Cup $500K Pay Day Promotion Winners, 3030 LBJ Freeway, Suite 302, Dallas, TX 75234. All such requests must be received within six (6) weeks after the end of the Promotion Period.