Duchossois Group, Inc. Sample Contracts

Exhibit 1 JOINT FILING AGREEMENT ---------------------- In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, Duchossois Industries, Inc., an Illinois corporation, and Richard L....
Exhibit 1 • July 3rd, 2000 • Duchossois Industries Inc • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, Duchossois Industries, Inc., an Illinois corporation, and Richard L. Duchossois hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required under the Exchange Act pursuant to which joint filing statements are permitted.

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STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • November 20th, 2015 • Duchossois Group, Inc. • Services-racing, including track operation • New York

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 19, 2015 by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and The Duchossois Group, Inc. (the “Selling Stockholder”).

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AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT
Stockholder’s Agreement • June 15th, 2017 • Duchossois Group, Inc. • Services-racing, including track operation • New York

AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT (the “Agreement”), dated as of June 9, 2017, is made and entered by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, an Illinois limited liability company (together with any Affiliate (as such term is defined on the date hereof under the rules and regulations promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”)) of CDI Holdings, LLC who executes a counterpart of this Agreement and agrees to be bound by the provisions hereof, the “Stockholder”).

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STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • December 19th, 2023 • Duchossois Group, Inc. • Services-racing, including track operation • New York

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of December 18, 2023 by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”).

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Joint Filing Agreement
Joint Filing Agreement • February 2nd, 2021 • Duchossois Group, Inc. • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, (i) The Duchossois Group, Inc., a Delaware corporation, (ii) Richard L. Duchossois, (iii) CDI Holdings LLC, a Delaware limited liability company, and (iv) Craig J. Duchossois hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required under the Exchange Act pursuant to which joint filing statements are permitted.

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JOINDER TO STOCKHOLDER’S AGREEMENT February 29, 2016
’s Agreement • March 3rd, 2016 • Duchossois Group, Inc. • Services-racing, including track operation

THIS JOINDER TO THE STOCKHOLDER’S AGREEMENT (this “Joinder”) is executed and delivered pursuant to that certain Stockholder’s Agreement, dated as of September 8, 2000, as amended (the “Stockholder’s Agreement”), by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and The Duchossois Group, Inc., an Illinois corporation (the “Stockholder”), by CDI Holdings LLC, a Delaware limited liability company (the “LLC”), in connection with the Stockholder’s transfer of 2,000,000 shares of the common stock of the Company, no par value (the “Securities”), to the LLC pursuant to Section 5(a)(ii) of the Stockholder’s Agreement.

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Joint Filing Agreement
Joint Filing Agreement • March 3rd, 2016 • Duchossois Group, Inc. • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, (i) The Duchossois Group, Inc., an Illinois corporation (“TDG”), (ii) Richard L. Duchossois, (iii) Craig J. Duchossois, and (iv) Spring Creek Investors II LLC, a Delaware limited liability company (“SCI”), hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required under the Exchange Act pursuant to which joint filing statements are permitted.

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Joint Filing Agreement
Joint Filing Agreement • March 17th, 2022 • Duchossois Group, Inc. • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, (i) The Duchossois Group, Inc., a Delaware corporation, (ii) CDI Holdings LLC, a Delaware limited liability company, and (iii) Craig J. Duchossois hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required under the Exchange Act pursuant to which joint filing statements are permitted.

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February 1, 2021 Churchill Downs Incorporated Louisville, Kentucky 40222 Re: Letter Agreement for 2021 Repurchase of CHDN Stock Ladies and Gentlemen:
Duchossois Group, Inc. • February 2nd, 2021 • Services-racing, including track operation

Pursuant to the Stock Repurchase Agreement, dated the date hereof (the “Agreement”), by and between CDI Holdings, LLC (the “Selling Stockholder”) and Churchill Downs Incorporated (the “Company”), the Selling Stockholder shall sell to the Company, and the Company shall repurchase from the Selling Stockholder, the Shares (as defined therein) upon the terms and subject to the conditions set forth therein (the “Repurchase”). Capitalized terms used but not defined in this letter agreement shall have the respective meanings set forth in the Agreement.

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FIRST AMENDMENT TO STOCKHOLDER’S AGREEMENT
Stockholder’s Agreement • November 20th, 2015 • Duchossois Group, Inc. • Services-racing, including track operation • Kentucky

This FIRST AMENDMENT TO STOCKHOLDER’S AGREEMENT (this “Amendment”), is made and entered into as of November 19, 2015, by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and The Duchossois Group, Inc., an Illinois corporation (the “Stockholder”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Stockholder’s Agreement.

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 17th, 2007 • Duchossois Industries Inc • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, Duchossois Industries, Inc., an Illinois corporation, 845 Larch Acquisition Corp LLC, a Delaware limited liability company, and Richard L. Duchossois hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required under the Exchange Act pursuant to which joint filing statements are permitted.

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Joint Filing Agreement
Joint Filing Agreement • November 20th, 2015 • Duchossois Group, Inc. • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, (i) The Duchossois Group, Inc., an Illinois corporation (“TDG”), (ii) Richard L. Duchossois, (iii) Craig J. Duchossois, and (iv) Spring Creek Investors II LLC, a Delaware limited liability company (“SCI”), hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required under the Exchange Act pursuant to which joint filing statements are permitted.

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VOTING TRUST AGREEMENT
Voting Trust Agreement • February 2nd, 2021 • Duchossois Group, Inc. • Services-racing, including track operation • Delaware

This Voting Trust Agreement (the “Voting Trust Agreement” or “Agreement”) is made and entered into as of the 3rd day of July, 2019 (the “Effective Date”), by and among the beneficiaries subscribed hereto (each hereinafter referred to as a “Beneficiary” and collectively as the “Beneficiaries”) and Craig J. Duchossois (the “Voting Trustee”), and provides as follows:

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Joint Filing Agreement
Joint Filing Agreement • June 15th, 2017 • Duchossois Group, Inc. • Services-racing, including track operation

In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, (i) The Duchossois Group, Inc., an Illinois corporation (“TDG”), (ii) Richard L. Duchossois, (iii) Craig J. Duchossois, and (iv) Spring Creek Investors II LLC, a Delaware limited liability company (“SCI”), hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required under the Exchange Act pursuant to which joint filing statements are permitted.

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