Joint Filing AgreementJoint 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.
February 1, 2021 Churchill Downs Incorporated Louisville, Kentucky 40222 Re: Letter Agreement for 2021 Repurchase of CHDN Stock Ladies and Gentlemen:Stock Repurchase Agreement • February 2nd, 2021 • Duchossois Group, Inc. • 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.
VOTING TRUST AGREEMENTVoting 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:
