Sole discretion clause samples

Role of Calculation Agent Our affiliate, UBS Securities LLC, will serve as the calculation agent. We may change the calculation agent after the original issue date of your Securities without notice. The calculation agent will make all determinations regarding the payment at maturity, market disruption events, antidilution and reorganization adjustments, business days, trading days, the default amount, the underlying return, the initial level, the trigger level, the final level and all other determinations with respect to the Securities, in its sole discretion. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent. You will not be entitled to any compensation from us for any loss suffered as a result of any of the above determinations by the calculation agent.

Minimum and Maximum Interest purchase: The minimum subscription by an Investor is one (1)Interest in a Series and the maximum subscription by any Investor is for Interests representing 10% of the total Interests of a Series, although such maximum thresholds may be waived by the Manager in its sole discretion. Such limits do not apply to the Manager and/or affiliates of the Manager. The Manager and/or its affiliates must purchase a minimum of 0.5% of Interests of each Seriesat the Closing of each Offering. The Manager may purchase greater than 2% of Interests of any Series(including in excess of 10% of any Series) at the applicable Closing, in its sole discretion. The purchase price, the Offering Price per Interest times the number of Interests purchased, will be payable in cash at the time of subscription.

The minimum subscription by an Investor in an Offering is one (1)Interest and the maximum subscription by any Investor in any Offering is for Interests representing 10% of the total Interests of the Series, where such maximum subscription limit may be waived for an Investor by the Manager in its sole discretion. Such limits do not apply to the Manager and/or affiliates of the Manager. The Manager and/or its affiliates must purchase a minimum of 0.5% of Interests of each Seriesat the Closing of its each Offering. The Manager may purchase greater than 0.5% of Interests of any Series(including in excess of 10% of any Series) at the applicable Closing, in its sole discretion. There is no limit on the amount of Interests in a Series that the Manager or its affiliates may own. Neither the Manager nor any of its affiliates, however, intend to purchase Interests in the Offering in order satisfy a Total Minimum or for any other reason in order to close an Offering.

3.1. In the event that the Company does not effect a Closing, this Offering shall terminate upon the earlier of: (a) the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six (6) months by CS Asset Manager, LLC, a Delaware limited liability company, the managing member of the Company (the “Manager”) in its sole discretion, or (b) the date that the Offering is terminated by the Manager in its sole discretion.Upon termination of the Offering, the Company will cause its payment services provider or the Escrow Agent, as applicable, to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.

Name of Series #BETTSBLUEREFRACTORBASKET, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment March 10, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #BETTSBLUEREFRACTORBASKET with effect from the effective date hereof and shall continue to act as the Managing Member of #BETTSBLUEREFRACTORBASKET until dissolution of #BETTSBLUEREFRACTORBASKET pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #BETTSBLUEREFRACTORBASKET shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #BETTSBLUEREFRACTORBASKET through that certain Consignment Agreement dated as of February 27, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #BETTSBLUEREFRACTORBASKET from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #BETTSBLUEREFRACTORBASKET Interests the Company can issue may not exceed the purchase price, in the aggregate, of $50,000. Number of #BETTSBLUEREFRACTORBASKET Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #BETTSBLUEREFRACTORBASKET Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #BETTSBLUEREFRACTORBASKET sold at the Initial Offering of the #BETTSBLUEREFRACTORBASKET Interests (excluding the #BETTSBLUEREFRACTORBASKET Interests acquired by any Person other than Investor Members).

In general, each OP Unit (and GP Unit) will share equally in distributions from the operating partnership when such distributions are declared by us, the general partner, which decision will be made in our sole discretion. Upon the operating partnership’s liquidation, OP Units (and GP Units) will share equally on a unit-by-unit basis in the assets of the operating partnership that are available for distribution, after payment of all liabilities, establishment of reserves and after payment of any preferred return owed to holders of limited partnership preferred units. In addition, a portion of the items of income, gain, loss and deduction of the operating partnership for U.S. federal income tax purposes will be allocated to each limited partnership common unit, regardless of whether any distributions are made by the operating partnership. See the section entitled “U.S. Federal Income Tax Considerations—Tax Aspects of Investments in Partnerships” in this offering circularfor a description of the manner in which income, gain, loss and deductions are allocated under the operating partnership agreement. As general partner, we may amend the allocation and distribution sections of the operating partnership agreement to reflect the issuance of additional units and classes of units without the consent of the limited partners.

Section4.4. Redemption in Connection with ERISA. Notwithstanding any provision contained herein to the contrary, upon demand by the Manager, the Company shall redeem any or all of the Shares held by any Plan Member if either the Plan Member or the Manager shall obtain an Opinion of Counsel to the effect that it is more likely than not that all or any portion of the assets of the Company constitute “plan assets” of the Plan Member for the purposes of the applicable Plan Governing Law to substantially the same extent as if owned directly by the Plan Member. Such partial or whole redemption shall be effective ninety (90) days after the delivery of such Opinion of Counsel, unless the Manager shall have selected an earlier effective date. Each Plan Member shall only be redeemed by the Company pursuant to thisSection4.4to the extent necessary in order to avoid the assets of the Company constituting assets of the Plan Member for the purposes of the applicable Plan Governing Law and the Manager shall cause any such redemption to be made among all Plan Members with respect to which the basis for redemption is applicable in a manner determined by the Manager in its sole discretion. The redemption price for any Shares redeemed pursuant to thisSection4.4will be the Market Price per Share.

5.1General Eligibility. All Eligible Employees, Consultants, Advisory Board Members and prospective employees and consultants of the Company and its Affiliates are eligible to be granted Awards, subject to the terms and conditions of the Plan. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Manager in its sole discretion. Notwithstanding anything herein to the contrary, no Award under which a Participant may receive shares of Common Stock may be granted under the Plan to an Eligible Employee or Consultant of any Affiliate if such shares of Common Stock do not constitute “service recipient stock” for purposes of Section 409A of the Code with respect to such Eligible Employee or Consultant unless such Award is structured in a manner intended to comply with, or be exempt from, Section 409A of the Code.

(c)Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Manager at grant. If the Manager provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods or upon attainment of certain financial results), the Manager may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Manager shall determine, in its sole discretion. Unless otherwise determined by the Manager at grant, the Option agreement shall provide that (i) if the Participant engages in Detrimental Activity prior to any exercise of the Stock Option, all Stock Options held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Stock Option, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) if the Participant engages in Detrimental Activity during the one-year period commencing on the later of the date the Stock Option is exercised or the date of the Participant’s Termination, the Company shall be entitled to recover from the Participant at any time within one year after such date, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

(e)Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Manager may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as determined by the Manager, in its sole discretion. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible Transferee of a Non-Qualified Stock Option or a permissible Transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award agreement.

The Manager may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals set forth on Exhibit A as the Manager may determine, in its sole discretion. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.

(d)Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration; Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced as determined by the Manager in its sole discretion. The exercise or base price per share of Common Stock subject to an Other Stock-Based Award that is an Exercisable Award shall be determined by the Manager at the time of grant, but shall not be less than 100% of the Fair Market Value of a share of Common Stock at the time of grant.

Name of Series #AARON1954PSA8, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment January 26, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #AARON1954PSA8 with effect from the effective date hereof and shall continue to act as the Managing Member of #AARON1954PSA8 until dissolution of #AARON1954PSA8 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #AARON1954PSA8 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #AARON1954PSA8 through that certain Consignment Agreement dated as of January 26, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #AARON1954PSA8 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #AARON1954PSA8 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $75,000. Number of #AARON1954PSA8 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #AARON1954PSA8 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #AARON1954PSA8 sold at the Initial Offering of the #AARON1954PSA8 Interests (excluding the #AARON1954PSA8 Interests acquired by any Person other than Investor Members). Other rights Holders of #AARON1954PSA8 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #AARON1954PSA8 Interests.

Name of Series #JORDANLEBRONMELOTRIPLELOGOMAN, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment January 26, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #JORDANLEBRONMELOTRIPLELOGOMAN with effect from the effective date hereof and shall continue to act as the Managing Member of #JORDANLEBRONMELOTRIPLELOGOMAN until dissolution of #JORDANLEBRONMELOTRIPLELOGOMAN pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #JORDANLEBRONMELOTRIPLELOGOMAN shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #JORDANLEBRONMELOTRIPLELOGOMAN through that certain Consignment Agreement dated as of January 14, 2021●, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #JORDANLEBRONMELOTRIPLELOGOMAN from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #JORDANLEBRONMELOTRIPLELOGOMAN Interests the Company can issue may not exceed the purchase price, in the aggregate, of $1,500,000. Number of #JORDANLEBRONMELOTRIPLELOGOMAN Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #JORDANLEBRONMELOTRIPLELOGOMAN Interests (including in excess of 10%), in its sole discretion, through the Offering.

Name of Series #RODGERSPLAYOFFCONTENDERSGREEN, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment January 26, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #RODGERSPLAYOFFCONTENDERSGREEN with effect from the effective date hereof and shall continue to act as the Managing Member of #RODGERSPLAYOFFCONTENDERSGREEN until dissolution of #RODGERSPLAYOFFCONTENDERSGREEN pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #RODGERSPLAYOFFCONTENDERSGREEN shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #RODGERSPLAYOFFCONTENDERSGREEN through that certain Consignment Agreement dated as of January 12, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #RODGERSPLAYOFFCONTENDERSGREEN from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #RODGERSPLAYOFFCONTENDERSGREEN Interests the Company can issue may not exceed the purchase price, in the aggregate, of $30,000.

Name of Series #KOUFAX55PSA9 , a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment January 26, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #KOUFAX55PSA9 with effect from the effective date hereof and shall continue to act as the Managing Member of #KOUFAX55PSA9 until dissolution of #KOUFAX55PSA9 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #KOUFAX55PSA9 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #KOUFAX55PSA9 through that certain Consignment Agreement dated as of January 26, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #KOUFAX55PSA9 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #KOUFAX55PSA9 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $350,000. Number of #KOUFAX55PSA9 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #KOUFAX55PSA9 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #KOUFAX55PSA9 sold at the Initial Offering of the #KOUFAX55PSA9 Interests (excluding the #KOUFAX55PSA9 Interests acquired by any Person other than Investor Members). Other rights Holders of #KOUFAX55PSA9 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #KOUFAX55PSA9 Interests.

Executive’s stock options may be exercised only if vested. Once vested, stock options may be exercised at any time. All vested, unexercised stock options will expire on the earlier of (i) January 19, 2031,(ii) the last day of the twenty-fourth (24th) month after the date that the Company terminates Executive’s employment hereunder without “Cause” (as defined below), (iii) ninety (90) calendar days after the date that Executive voluntarily terminates Executive’s employment with the Company, (iv) the date Executive precipitated a “Cause” (as defined below) event, as determined by the Board in its sole discretion, (v) the date Executive’s employment is terminated for “Cause” (as defined below), as determined by the Board in its sole discretion, and (vi) the date Executive materially breached any of Executive’s material post-employment agreements with the Company, as determined by the Board in its sole discretion. The stock options are subject to the terms of the Company’s stock option plans and ancillary agreements.

Section 6. Trust's Right to Redeem Shares. The Trust shall have the right to cause the redemption of Shares of the Trust or any Series or Class in any Shareholder's account for their then current net asset value and promptly make cash payment to the shareholder (which payment may be reduced by any applicable redemption charge or deferred sales charge), if at any time the total investment in the account does not have a minimum dollar value determined from time to time by the Trustees in their sole discretion. Shares of the Trust are redeemable at the option of the Trust if, in the opinion of the Trustees, ownership of Trust Shares has or may become concentrated to an extent which would cause the Trust to be a personal holding company within the meaning of the Federal Internal Revenue Code (and thereby disqualified under Sub-chapter M of said Code); in such circumstances the Trust may compel the redemption of Shares, reject any order for the purchase of Shares or refuse to give effect to the transfer of Shares.

1.The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class (“Shares”). Pursuant to this appointment, FSC is authorized to select a group of financial institutions (“Financial Institutions”) to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust. 2.During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed as the annual rate of .75 of 1% of the average aggregate net asset value of the Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. 3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective. 4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 5.FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures. In consideration of the mutual covenants set forth in the Distributor’s Contract dated June 1, 1995 between Federated Equity Funds (formerly, Federated Growth Trust) and Federated Securities Corp., Federated Equity Funds (formerly, Federated Growth Trust) executes and delivers this Exhibit on behalf of the Federated Small Cap Strategies Fund, and with respect to the Class B Shares thereof, first set forth in this Exhibit.

Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Incentive Awards, singly or in combination or in tandem with other Incentive Awards, as may be determined by the Committee in its sole discretion. Incentive Awards will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant.

7.1.Grant. An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock Option.

8.1.Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights under the Plan, and such Stock Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee will have the sole discretion to determine the form in which payment of the economic value of Stock Appreciation Rights will be made to a Participant (i.e., cash, Common Stock or any combination thereof) or to consent to or disapprove the election by a Participant of the form of such payment.

9.1.Grant. An Eligible Recipient may be granted one or more Restricted Stock Awards under the Plan, and such Restricted Stock Awards will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, such as forfeiture or a repurchase option, not inconsistent with the provisions of the Plan, to the vesting of or the lapse of restrictions or conditions for any such Restricted Stock Awards as it deems appropriate, including, without limitation, that the Participant remain in the continuous employ or service of the Company or a Subsidiary for a certain period or that the Participant or the Company (or any Subsidiary or division thereof) satisfy certain performance goals or criteria.

In November 2015, the Company entered into a research funding and collaboration agreement (the “CRF Agreement”) with the Choroideremia Research Foundation (“CRF”), a non-profit organization dedicated to finding a cure for Choroideremia, a rare inherited disorder that causes progressive vision loss, ultimately leading to complete blindness. The goal of the CRF Agreement is for CRF to contribute funding to help with the advancement of the Company’s Choroideremia research program. The Company is responsible for all decision making and execution of any and all of the related activities to be completed in its sole discretion. The initial term of the CRF Research Plan is two years. The agreement includes contribution to CRF of up to $2.5million upon certain development or approval milestones. The overall arrangement has automatic extensions of up to three additional years.

Unrestricted Stock. The Administrator may grant (or sell at a purchase price at least equal to par value) shares of common stock free of restrictions under the VICI 2017 Stock Plan, to such key persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine in its sole discretion. Shares may be thus granted or sold in respect of past services or other valid consideration.

“Appraisal” means, with respect to any assets, the written opinion of an independent third party experienced in the valuation of similar assets, selected by the General Partner in its sole discretion. Such opinion may be in the form of an opinion by such independent third party that the value for such property or asset as set by the General Partner is fair, from a financial point of view, to the Partnership.

(a) Tenant shall not use (or cause or permit to be used) any Facility, including the Leased Property, or any portion thereof, including any Capital Improvement, for any use other than the Primary Intended Use without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. Landlord acknowledges that operation of the Leased Property for its Primary Intended Use generally may require a Gaming License under applicable Gaming Regulations and that without such a license, if applicable, neither Landlord nor Landlord REIT may operate, control or participate in the conduct of the gaming operations at a Facility. Tenant acknowledges that operation of a Facility for its Primary Intended Use generally may require a Gaming License under applicable Gaming Regulations and that without such a license, if applicable, Tenant may not operate, control or participate in the conduct of the gaming operations at the Facility.

Any rights the Company may have hereunder in respect of the events giving rise to cause shall be in addition to the rights the Company may have under any other agreement with a grantee or at law or in equity. Any determination of whether a grantee’s employment is (or is deemed to have been) terminated for cause shall be made by the Committee in its sole discretion. If, subsequent to a grantee’s voluntary termination of employment or involuntary termination of employment without cause, it is discovered that the grantee’s employment could have been terminated for cause, the Committee may deem such grantee’s employment to have been terminated for cause. A grantee’s termination of employment for cause shall be effective as of the date of the occurrence of the event giving rise to cause, regardless of when the determination of cause is made.

to (i)the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over an amount determined by the Committee at the time of grant, which may not be less than the Fair Market Value of a share of Common Stock on the date of grant (or over the option exercise price if the stock appreciation right is granted in connection with an option), multiplied by (ii)the number of shares with respect to which the stock appreciation right is exercised. Payment upon exercise of a stock appreciation right shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise) or both, all as the Committee shall determine in its sole discretion. Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.

2.4 Compensation in Lieu of Exercise of an Option Upon written application of the grantee of an option, the Committee may in its sole discretion determine to substitute for the exercise of such option, compensation to the grantee not in excess of the difference between the option exercise price and the Fair Market Value of the shares covered by such written application on the date of such application. Such compensation may be in cash, shares of Common Stock, or both, and the payment thereof may be subject to conditions, all as the Committee shall determine in its sole discretion. In the event compensation is substituted pursuant to this Section2.4 for the exercise, in whole or in part, of an option, the number of shares subject to the option shall be reduced by the number of shares for which such compensation is substituted.

2.6 Transferability of Options and Stock Appreciation Rights Except as otherwise provided in an applicable Grant Certificate evidencing an option (other than an incentive stock option, to the extent inconsistent with section 422 of the Code) or stock appreciation right, during the lifetime of a grantee each option or stock appreciation right granted to a grantee shall be exercisable only by the grantee and no option or stock appreciation right shall be assignable or transferable otherwise than by will or by the laws of descent and distribution. The Committee, in any applicable Grant Certificate evidencing an option or a stock appreciation right, may permit a grantee to transfer all or some of the options or stock appreciation rights, as applicable, to (A)the grantee’s spouse, children or grandchildren (“Immediate Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C)other parties approved by the Committee in its sole discretion. Following any such transfer, any transferred options and stock appreciation rights shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

2.9 Grant of Unrestricted Stock The Committee may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan, to such key persons and in such amounts and subject to such forfeiture provisions as the Committee shall determine in its sole discretion. Shares may be thus granted or sold in respect of past services or other valid consideration, including the conversion of profits interests in a Company subsidiary.

(i) With respect to options, stock appreciation rights or dividend equivalent rights, the Committee may delay the exercise or payment, as the case may be, in respect of such options, stock appreciation rights or dividend equivalent rights until a date that is within 30 days after the date that compensation paid to the grantee no longer is subject to the deduction limitation under section 162(m) of the Code. In the event that a grantee exercises an option, stock appreciation right or would receive a payment in respect of a dividend equivalent right at a time when the grantee is a covered employee within the meaning of Section 162(m)(3), and the Committee determines to delay the exercise or payment, as the case may be, in respect of any such award, the Committee shall credit cash or, in the case of an amount payable in Common Stock, the Fair Market Value of the Common Stock, payable to the grantee to a book account. The grantee shall have no rights in respect of such book account and the amount credited thereto shall not be transferable by the grantee other than by will or laws of descent and distribution. The Committee may credit additional amounts to such book account as it may determine in its sole discretion. Any book account created hereunder shall represent only an unfunded, unsecured promise by the Company to pay the amount credited thereto to the grantee in the future.

one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(a) Option Types and Option Period. Options may be in the form of Incentive Stock Options and/or Non-Qualified Options for eligible Employees (as described below), as determined by the Committee, in its sole discretion. Any Options granted to Directors or Consultants shall be Non-Qualified Options. Except as otherwise provided in Subparagraph (c) below or in an Award Notice providing for a shorter term, each Option shall expire seven (7) years from its date of grant (subject to earlier termination as described in Subparagraph (i) below or an applicable Award Notice).

Our amended and restated certificate of incorporation authorizes us to issue additional shares of ClassA Common Stock and options, rights, warrants and appreciation rights relating to ClassA Common Stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. In accordance with the Delaware General Corporation Law (“DGCL”) and the provisions of our certificate of incorporation, we may also issue preferred stock that has designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to shares of ClassA Common Stock. Similarly, the Holdings LLC Agreement permits LD Holdings to issue an unlimited number of additional limited liability company interests of LD Holdings with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Holdco Units, and which may be exchangeable for shares of our ClassA Common Stock.

The compensation committee may grant a performance award to a participant payable upon the attainment of specific performance goals established by the compensation committee in its sole discretion. If the performance award is payable in cash, it may be paid upon the attainment of the relevant performance goals either in cash or in shares of restricted stock, based on the then current fair market value of such shares, as determined by the compensation committee. Based on service, performance and/or other factors or criteria, the compensation committee may, at or after grant, accelerate the vesting of all or any part of any performance award.

(h) Modification of the Servicing Agreements.Borrower shall not consent with respect to any Pledged Servicing Agreements related to any Collateral, to (i)the modification, amendment or termination of such Pledged Servicing Agreements, (ii)the waiver of any provision of such Pledged Servicing Agreements or (iii)the resignation of Borrower as servicer, or the assignment, transfer, or material delegation of any of its rights or obligations, under such Pledged Servicing Agreements, without the prior written consent of Bank exercised in Bank’s sole discretion. Borrower will not amend, modify or terminate any agreement with any subservicer that performs any services with respect to the Collateral without the prior written consent of Bank.

(n) Origination and Underwriting; Servicing. The origination of each Mortgage Loan complied in all material respects with all applicable laws and regulations. At the time of the origination of such Mortgage Loan, the origination, due diligence and underwriting performed by or on behalf of the Seller in connection with each Mortgage Loan complied in all material respects with the terms, conditions and requirements of the Seller’s origination, due diligence, underwriting procedures, Underwriting Guidelines and standards for similar commercial and multifamily mortgage loans intended for securitization. The Mortgage Loan has been originated by, and, if applicable, purchased by Seller from, an originator acceptable to the Buyer in its sole discretion. The servicing and collection of each Purchased Loan was in all material respects legal, proper and prudent, in accordance with customary residential mortgage servicing practices.

This Agreement is the result of negotiations among, and has been reviewed by counsel to, Purchaser and Seller, and is the product of all parties. In the interpretation of this Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Agreement or this Agreement itself. Except where otherwise expressly stated, Purchaser may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations in its absolute sole discretion. Except as specifically required herein, any requirement of good faith, discretion or judgment by Purchaser or Agent shall not be construed to require Purchaser or Agent to request or await receipt of information or documentation not immediately available from or with respect to Seller, any other Person or the Purchased Assets themselves.

(iv) Evidence reasonably satisfactory to Buyer that such Mortgage Loan is subject to a valid and binding Takeout Commitment or Hedging Arrangement, which may include a copy of the related Takeout Agreement or Hedging Arrangement and such other documents required by Buyer in its sole discretion. If Buyer requires a copy of such Takeout Agreement, Seller will provide it unless both (i)such Takeout Agreement expressly either prohibits Seller from doing so or conditions Seller’s ability to do so upon first obtaining the related Takeout Investor’s consent and (ii)Seller cannot obtain such consent.

Mortgage Loan with MERS and recording assignments of the Mortgages and registering each related eNote on the MERS® eRegistry and initiating transfers, loan data updates and other actions on the MERS® eRegistry, in each case as and when required by Buyer in its sole discretion. The Parties intend that this Section6(a) is “a security agreement or arrangement or other credit enhancement”, as defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of the Bankruptcy Code, related to the repurchase agreement and securities contract established and evidenced by this Agreement and the Transactions hereunder.

(a)Grant of Performance Units/Shares.Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion.The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant, provided that during any Fiscal Year, for Performance Units or Performance Shares granted subject to restrictions based upon the achievement of Performance Goals, (i) no Participant will receive Performance Units having an initial value greater than $3,250,000, and (ii) no Participant will receive more than 250,000 Performance Shares.Notwithstanding the foregoing limitation, for Performance Shares granted subject to restrictions based upon the achievement of Performance Goals, with respect to the initial Fiscal Year in which he or she commenced service as a Service Provider, a Service Provider may be granted up to an additional 250,000 Performance Shares and additional Performance Units having an initial value up to $3,250,000.The foregoing limitations will be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 15(a).

4.5Non-Employee Director Awards. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director Compensation Program”), subject to the limitations of the Plan. The Non-Employee Director Compensation Program shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Compensation Program may be modified by the Administrator from time to time in its sole discretion.

11.1Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator in its sole discretion. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

1.The Corporation hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Class ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of financial institutions ("Financial Institutions") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Corporation. 2.During the term of this Agreement, the Corporation will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of .25% of the average aggregate net asset value of the Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. 3.FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Class' expenses exceed such lower expense limitation as FSC may, by notice to the Corporation, voluntarily declare to be effective. 4.FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 5.FSC will prepare reports to the Board of Directors of the Corporation on a quarterly basis showing amounts expended hereunder including amounts paid to Financial Institutions and the purpose for such expenditures.

1.Any sign, lettering, picture, notice or advertisement installed on or in any part of the Property and visible from any exterior or interior common area of the “Complex” or from the exterior of the Property, shall be installed at Tenant’s sole cost and expense, and in such manner, character and style as Landlord may approve in writing. Anything herein to the contrary notwithstanding, approval as to signs shall be subject to Landlord’s approval that may be withheld in Landlord’s sole discretion. In the event of a violation of the foregoing by Tenant, Landlord may remove the same without any liability and may charge the expense incurred by such removal to Tenant. The term “Complex” shall be defined to mean all real property on which the eight buildings, driveways, parking areas, landscaped areas and related common areas, commonly referred to as “West Glen Development I,” is located in the City of Plymouth, Minnesota.

In November 2015, the Company entered into a research funding and collaboration agreement (the “CRF Agreement”) with the Choroideremia Research Foundation (“CRF”), anon-profitorganization dedicated to finding a cure for choroideremia, a rare inherited disorder that causes progressive vision loss, ultimately leading to complete blindness. The goal of the CRF Agreement is for CRF to contribute funding to help with the advancement of the Company’s choroideremia research program. The Company is responsible for all decision making and execution of any and all of the related activities to be completed in its sole discretion. The initial term of the CRF Research Plan is two years. The agreement includes contribution to CRF of up to $2.5million upon certain development or approval milestones. The overall arrangement has automatic extensions of up to three additional years. As of December31, 2019 and September 30, 2020 (unaudited), no milestones have been achieved.

(a) uniQure shall be solely responsible for the Prosecution and Maintenance of the uniQure Patent Rights, including the Core uniQure Patent Rights, at its sole expense and its sole discretion. uniQure shall give 4DMT an opportunity to review the text of each application, office action response or other substantive document for a Core uniQure Patent Right specifically relating to [***] (but not any other uniQure Patent Right) before filing with any patent office in the Territory, shall consider 4DMT’s reasonable comments with respect thereto, and shall supply 4DMT with a copy of each such application, office action response or other substantive document as filed, together with notice of its filing date and serial number.

7.4 4DMT Prosecution and Maintenance of Patent Rights. 4DMT shall be solely responsible for the Prosecution and Maintenance of the 4DMT Patent Rights, including the Core 4DMT Patent Rights, at its sole expense and its sole discretion. 4DMT will reasonably inform uniQure regarding the Prosecution and Maintenance of 4DMT Patent Rights (including in any case, an update at least [***]). Notwithstanding the foregoing, the Parties acknowledge that UC will handle the Prosecution and Maintenance of the UC Patent Rights in accordance with the terms of the UCB Agreements.

Section 9.2 Tax Examinations and Audits. The Tax Matters Member and Partnership Representative are each authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by any taxing authority, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the Tax Matters Member or Partnership Representative, which authorization may be withheld by the Tax Matters Member or Partnership Representative in its sole discretion. The Tax Matters Member or Partnership Representative has sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority.

The Series Assets of #RUTHGEHRIGBALL shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #RUTHGEHRIGBALL through that certain Consignment Agreement dated as of July 7, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #RUTHGEHRIGBALL from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject to Section 6.3(a)(i), the maximum number of #RUTHGEHRIGBALL Interests the Company can issue may not exceed the purchase price, in the aggregate, of $100,000.00.

Number of #RUTHGEHRIGBALL Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #RUTHGEHRIGBALL Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #RUTHGEHRIGBALL sold at the Initial Offering of the #RUTHGEHRIGBALL Interests (excluding the #RUTHGEHRIGBALL Interests acquired by any Person other than Investor Members). Other rights Holders of #RUTHGEHRIGBALL Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #RUTHGEHRIGBALL Interests. Officers There shall initially be no specific officers associated with #RUTHGEHRIGBALL, although, the Managing Member may appoint Officers of #RUTHGEHRIGBALL from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member.

Name of Series #CURRYBASKET, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Effective Date of Establishment April 20, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of #CURRYBASKET with effect from the effective date hereof and shall continue to act as the Managing Member of #CURRYBASKET until dissolution of #CURRYBASKET pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC,a Delaware limited liability company. Series Asset The Series Assets of #CURRYBASKET shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #CURRYBASKET through that certain Consignment Agreement dated as of July 7, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #CURRYBASKET from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #CURRYBASKET Interests the Company can issue may not exceed the purchase price, in the aggregate, of $60,000.00.

Name of Series #LEBRONROOKIE, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Effective date of establishment February 20, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of #LEBRONROOKIE with effect from the effective date hereof and shall continue to act as the Managing Member of #LEBRONROOKIE until dissolution of #LEBRONROOKIE pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC,a Delaware limited liability company. Series Asset The Series Assets of #LEBRONROOKIE shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #LEBRONROOKIE through that certain Consignment Agreement dated as of July 7, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #LEBRONROOKIE from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement.

Issuance Subject toSection 6.3(a)(i), the maximum number of #LEBRONROOKIE Interests the Company can issue may not exceed the purchase price, in the aggregate, of $70,000.00. Number of #LEBRONROOKIE Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #LEBRONROOKIE Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #LEBRONROOKIE sold at the Initial Offering of the #LEBRONROOKIE Interests (excluding the #LEBRONROOKIE Interests acquired by any Person other than Investor Members). Other rights Holders of #LEBRONROOKIE Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #LEBRONROOKIE Interests. Officers There shall initially be no specific officers associated with #LEBRONROOKIE, although, the Managing Member may appoint Officers of #LEBRONROOKIE from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member.

Name of Series #MANTLEMINT1953, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment July 7, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#MANTLEMINT1953 with effect from the effective date hereof and shall continue to act as the Managing Member of # MANTLEMINT1953 until dissolution of #MANTLEMINT1953 pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #MANTLEMINT1953 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MANTLEMINT1953 through that certain Contribution Agreement dated as of July 7, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MANTLEMINT1953 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #MANTLEMINT1953 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $3,100,000.00. Number of #MANTLEMINT1953 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MANTLEMINT1953 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company.

Name of Series #LUKAROOKIE, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment September 28, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#LUKAROOKIE with effect from the effective date hereof and shall continue to act as the Managing Member of #LUKAROOKIE until dissolution of #LUKAROOKIE pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #LUKAROOKIE shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #LUKAROOKIE through that certain Consignment Agreement dated as of September 22, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #LUKAROOKIE from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #LUKAROOKIE Interests the Company can issue may not exceed the purchase price, in the aggregate, of $200,000.00. Number of #LUKAROOKIE Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #LUKAROOKIE Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #LUKAROOKIE sold at the Initial Offering of the #LUKAROOKIE Interests (excluding the #LUKAROOKIE Interests acquired by any Person other than Investor Members). Other rights Holders of #LUKAROOKIE Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #LUKAROOKIE Interests.

Name of Series #MAHOMESROOKIE, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment September 28, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#MAHOMESROOKIE with effect from the effective date hereof and shall continue to act as the Managing Member of #MAHOMESROOKIE until dissolution of #MAHOMESROOKIE pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #MAHOMESROOKIE shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MAHOMESROOKIE through that certain Consignment Agreement dated as of September 22, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MAHOMESROOKIE from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #MAHOMESROOKIE Interests the Company can issue may not exceed the purchase price, in the aggregate, of $150,000.00. Number of #MAHOMESROOKIE Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MAHOMESROOKIE Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #MAHOMESROOKIE sold at the Initial Offering of the #MAHOMESROOKIE Interests (excluding the #MAHOMESROOKIE Interests acquired by any Person other than Investor Members). Other rights Holders of #MAHOMESROOKIE Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #MAHOMESROOKIE Interests.

Name of Series #MAGICBIRDDRJ, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment September 28, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#MAGICBIRDDRJ with effect from the effective date hereof and shall continue to act as the Managing Member of #MAGICBIRDDRJ until dissolution of #MAGICBIRDDRJ pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #MAGICBIRDDRJ shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MAGICBIRDDRJ through that certain Consignment Agreement dated as of September 27, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MAGICBIRDDRJ from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #MAGICBIRDDRJ Interests the Company can issue may not exceed the purchase price, in the aggregate, of $400,000.00. Number of #MAGICBIRDDRJ Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MAGICBIRDDRJ Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #MAGICBIRDDRJ sold at the Initial Offering of the #MAGICBIRDDRJ Interests (excluding the #MAGICBIRDDRJ Interests acquired by any Person other than Investor Members). Other rights Holders of #MAGICBIRDDRJ Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #MAGICBIRDDRJ Interests.

Name of Series #MOOKIEBETTSGLOVE, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 12, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#MOOKIEBETTSGLOVE with effect from the effective date hereof and shall continue to act as the Managing Member of #MOOKIEBETTSGLOVE until dissolution of #MOOKIEBETTSGLOVE pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #MOOKIEBETTSGLOVE shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MOOKIEBETTSGLOVE through that certain Consignment Agreement dated as of October 2, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MOOKIEBETTSGLOVE from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #MOOKIEBETTSGLOVE Interests the Company can issue may not exceed the purchase price, in the aggregate, of $75,000. Number of #MOOKIEBETTSGLOVE Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MOOKIEBETTSGLOVE Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #MOOKIEBETTSGLOVE sold at the Initial Offering of the #MOOKIEBETTSGLOVE Interests (excluding the #MOOKIEBETTSGLOVE Interests acquired by any Person other than Investor Members).

Name of Series #GIANNISRPA, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 12, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#GIANNISRPA with effect from the effective date hereof and shall continue to act as the Managing Member of #GIANNISRPA until dissolution of #GIANNISRPA pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #GIANNISRPA shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #GIANNISRPA through that certain Consignment Agreement dated as of October 8, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #GIANNISRPA from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #GIANNISRPA Interests the Company can issue may not exceed the purchase price, in the aggregate, of $140,000. Number of #GIANNISRPA Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #GIANNISRPA Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #GIANNISRPA sold at the Initial Offering of the #GIANNISRPA Interests (excluding the #GIANNISRPA Interests acquired by any Person other than Investor Members). Other rights Holders of #GIANNISRPA Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #GIANNISRPA Interests.

Name of Series #BRADYROOKIE, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 12, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#BRADYROOKIE with effect from the effective date hereof and shall continue to act as the Managing Member of #BRADYROOKIE until dissolution of #BRADYROOKIE pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #BRADYROOKIE shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #BRADYROOKIE through that certain Consignment Agreement dated as of October 6, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #BRADYROOKIE from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #BRADYROOKIE Interests the Company can issue may not exceed the purchase price, in the aggregate, of $80,000. Number of #BRADYROOKIE Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #BRADYROOKIE Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #BRADYROOKIE sold at the Initial Offering of the #BRADYROOKIE Interests (excluding the #BRADYROOKIE Interests acquired by any Person other than Investor Members). Other rights Holders of #BRADYROOKIE Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #BRADYROOKIE Interests.

Name of Series #1986WAX, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 12, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#1986WAX with effect from the effective date hereof and shall continue to act as the Managing Member of #1986WAX until dissolution of #1986WAX pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #1986WAX shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #1986WAX through that certain Consignment Agreement dated as of October 7, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #1986WAX from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #1986WAX Interests the Company can issue may not exceed the purchase price, in the aggregate, of $200,000. Number of #1986WAX Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #1986WAX Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #1986WAX sold at the Initial Offering of the #1986WAX Interests (excluding the #1986WAX Interests acquired by any Person other than Investor Members). Other rights Holders of #1986WAX Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #1986WAX Interests.

Name of Series #SEAVER1971PSA10, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 12, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#SEAVER1971PSA10 with effect from the effective date hereof and shall continue to act as the Managing Member of #SEAVER1971PSA10 until dissolution of #SEAVER1971PSA10 pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #SEAVER1971PSA10 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #SEAVER1971PSA10 through that certain Consignment Agreement dated as of September 30, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #SEAVER1971PSA10 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #SEAVER1971PSA10 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $95,000. Number of #SEAVER1971PSA10 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #SEAVER1971PSA10 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #SEAVER1971PSA10 sold at the Initial Offering of the #SEAVER1971PSA10 Interests (excluding the #SEAVER1971PSA10 Interests acquired by any Person other than Investor Members). Other rights Holders of #SEAVER1971PSA10 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #SEAVER1971PSA10 Interests.

Name of Series #ALIWBCBELT, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment October 12, 2020 Managing Member CS Asset Manager, LLC,a Delaware limited liability company, is appointed as the Managing Member of#ALIWBCBELT with effect from the effective date hereof and shall continue to act as the Managing Member of #ALIWBCBELT until dissolution of #ALIWBCBELT pursuant toSection 11.1(b) or its removal and replacement pursuant toSection 4.3 orARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #ALIWBCBELT shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #ALIWBCBELT through that certain Consignment Agreement dated as of October 11, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #ALIWBCBELT from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC,a Delaware limited liability company. Management Fee As stated inSection 7.1 of the Agreement. Issuance Subject toSection 6.3(a)(i), the maximum number of #ALIWBCBELT Interests the Company can issue may not exceed the purchase price, in the aggregate, of $450,000. Number of #ALIWBCBELT Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #ALIWBCBELT Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC,a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #ALIWBCBELT sold at the Initial Offering of the #ALIWBCBELT Interests (excluding the #ALIWBCBELT Interests acquired by any Person other than Investor Members). Other rights Holders of #ALIWBCBELT Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #ALIWBCBELT Interests.

2.1Selection by Committee. Participation in the Plan shall be limited to a select group of management and highly compensated Employees and Directors of the Employer, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees and Directors to participate in the Plan.

(a)As a condition to participation, each Employee or Director who is eligible to participate in the Plan effective as of the first day of a Plan Year and elects to participate in the Plan, shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

(a)Measurement Funds. Subject to the restrictions found in this Section 3.9, a Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least thirty (30) days after the day on which the Committee gives Participants advance written notice of such change, or if necessary to comply with applicable tax law, including but not limited to guidance issued after the effective date of this Plan, such other date designated by the Committee, in its sole discretion. The portion of the Annual Deferral Amount deferred with respect to Restricted Stock Unit Awards; provided, that the Committee determines to permit the deferral thereof, shall only be deemed invested in the Company’s Common Stock and recorded in the Stock Equivalent Account.

(b)Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a sixty (60) day period commencing immediately after the first day of any Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three (3) Plan Years after the end of the Plan Year to which the Participant’s deferral election described in Section 3.3 relates, unless otherwise provided on an Election Form approved by the Committee in its sole discretion. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts, Company Contribution Amounts, and Company Restoration Matching Amounts that are earned and/or contributed in the Plan Year commencing January1, 2004, the Scheduled Distribution would become payable during a sixty (60) day period commencing January1, 2008. Notwithstanding the language set forth above, the Committee shall, in its sole discretion, adjust the amount distributable as a Scheduled Distribution if any portion of the Company Contribution Amount or Company Restoration Matching Amount is unvested on the Scheduled Distribution Date.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire ten (10)years from the date of grant or such shorter term as may be provided in the Award Agreement, as determined by the Administrator, in its sole discretion. Notwithstanding the foregoing, the rules of Section6(d)relating to exercise also will apply to Stock Appreciation Rights.

(a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

(l) “Performance Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months.

(b)Administration of the Plan. The administration of the Plan shall be managed by the Committee.All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent.The Committee shall have the power to prescribe and modify the forms of Award Agreement, correct any defect, supply any omission or clarify any inconsistency in the Plan and/or in any Award Agreement and take such actions and make such administrative determinations that the Committee deems appropriate in its sole discretion.Any decision of the Committee in the administration of the Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its stockholders and Subsidiaries and all Participants.

Awards under the Plan may be granted as Options, SARs, Stock Awards or Cash Awards, as described below.Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion.Except as otherwise determined by the Committee in its sole discretion, awards to Section 16(a) Officers shall be subject to ratable vesting over a period of no less than three years, provided that such minimum vesting period shall not apply to any Section 16(a) Officer who retires from the Company during the three-year vesting period and who, at the time of his or her retirement, is eligible for accelerated vesting upon retirement.

Company or any Subsidiary; or (iv) disparaging the Company, any Subsidiary or any of their respective officers or directors.The Committee shall make the determination of whether any conduct, action or failure to act falls within the scope of activities contemplated by this Section 8, in its sole discretion.For purposes of this Section 8, a Participant shall not be deemed to be a stockholder of a competing entity if the Participant’s record and beneficial ownership amount to not more than one percent (1%) of the outstanding capital stock of any company subject to the periodic and other reporting requirements of the Exchange Act.

4.6Non-Employee Director Awards.The Administrator may, in its sole discretion, provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written non-discretionary formula established by the Administrator (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan.The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion.The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion.Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the maximum aggregate grant date fair value (determined under Applicable Accounting Standards) of Awards granted to a Non-Employee Director during any calendar year shall be $500,000 (the “Director Limit”).

6.1 Grant of Stock Options. The Committee is authorized to grant Awards of Stock Options to Eligible Individuals from time to time, in its sole discretion. Stock Options may be granted alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Stock Options shall be made, the amount of consideration for any Stock Options, including no consideration or such minimum consideration as may be required by applicable law, the number of shares of Common Stock pursuant to such Stock Options to be awarded, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Stock Options. The Committee may condition the grant or vesting of Stock Options upon the attainment of specified performance targets (including the Performance Goals) or such other factors as the Committee may determine in its sole discretion. Each Stock Option granted under the Plan shall be of one of two types: (a)an Incentive Stock Option or (b)a Non-Qualified Stock Option.

7.1 Grant of Stock Appreciation Rights. The Committee is authorized to grant Awards of Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion. Stock Appreciation Rights may be granted alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the amount of consideration for any Stock Appreciation Rights, including no consideration or such minimum consideration as may be required by applicable law, the number of shares of Common Stock subject to such Stock Appreciation Rights to be awarded, the time or times within which such Stock Appreciation Rights may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of Stock Appreciation Rights. The Committee may condition the grant or vesting of Stock Appreciation Rights upon the attainment of specified performance targets (including the Performance Goals) or such other factors as the Committee may determine in its sole discretion.

11.3 Grant of Other Cash-Based Awards. The Committee is authorized to grant Other Cash-Based Awards to Eligible Individuals from time to time, in its sole discretion, payable or deliverable upon the attainment of specific Performance Goals. Other Cash-Based Awards may be granted alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Other Cash-Based Awards shall be made, the amount of consideration for any Other Cash-Based Award, including no consideration or such minimum consideration as may be required by applicable law, the time or times within which such Other Cash-Based Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Other Cash-Based Awards. The Committee may condition the grant or vesting of Other Cash-Based Awards upon the attainment of specified performance targets (including the Performance Goals) or such other factors as the Committee may determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. Unless otherwise determined by the Committee or provided in the applicable Award Agreement, a Participant must be in active employment, consultancy or directorship (as applicable) by the Company or an Affiliate (and not serving under a notice of Termination or resignation) on the payment date in order to be eligible to receive payment of the Other Cash-Based Award. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

9.1Grant of Restricted Stock Units. Subject to the terms and provisions of this Plan, Restricted Stock Units may be granted to a Participant in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award Agreement over the Restriction Period.

11.2Value of Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, will determine the number of Performance Units that shall be settled and paid to the Participant.

(b)Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee, in its sole discretion. If the Committee exercises its discretion to establish performance goals, the value of Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals are met.