FRANCHISE STRUCTURE AND OVERVIEW

Each Franchise will be structured as a Limited Liability Company (LLC). Ultimate Franchise Baseball ™ herein
after "UFB" will handle the administration of creating your LLC at fair market rates (see schedule for current
pricing). Each LLC must consist of a General Partner or General Partners (the franchise owners) and no less than 5
Limited Partners. Percentage ownership in the LLC is customarily determined by the percentage money contributed
to the LLC, but you may allocate percentage ownership in your LLC any way you wish. Franchises may have
unlimited Limited Partners. These partners may be active members of the Franchise contributing to its daily
performance or they may be passive investors. Each Franchise must register 6 members of the LLC with the League
as the following:

1) Franchise Owner - the Franchise Owner may hold as many positions as desired {all of them if they so choose}
providing they have at least 5 additional LLC members. LLC members must be at least 18 years of age to participate
in Ultimate Franchise Baseball ™.

2) General Manager - responsible for the composition of the team’s roster and franchise compliance requirements.

3) Field Manager - responsible for the daily active roster.

4) Head Scout - responsible for talent evaluation assisting the Field Manager and General Manager.

5) Marketing Director - responsible for franchise merchandise sales and fundraising revenue.

6) CFO - responsible for financial reporting to the league, responsible for working along with the Marketing Director
and assistant to the GM regarding franchise compliance requirements.

The 6 registered members are the only Franchise members recognized to make league transactions or cast league
votes of any kind. You are encouraged to provide involvement of your own choosing to other limited partners that
want to be actively involved if you have them, however they will not be able to speak or act in an official capacity for
your Franchise.

Each Franchise must report its detailed financials with regard to its bank balance, income and expenses. Changes to
any of the 6 registered team representatives must be reported to the USB immediately. Changes to the composition
of the LLC shall be administered by USB, and will be done at fair market rates. All reported information shall be
made public for the viewing and analysis of the other Franchises around the league. In the best interests of the
League, UFB will prepare all tax returns and K-1’s for each Franchise to ensure proper reporting and filing. This Tax
preparation will be completed at fair market rates. It is in the League’s best interest to administer all tasks with
regard to each individual Franchise or LLC thus making certain that each Franchise remains is a viable entity in good
standing.

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Each Franchise is required to obtain approval from UFB for its Franchise name, its Franchise Logo, and any
Franchise merchandise produced. Franchise merchandise must contain the logos of both the League as well as that
of UFB and be purchased from UFB.

Each LLC (each Franchise) will be a limited member of the “The League”, also an LLC. Each Franchise will own 2%
of the League. While having no voting rights, each franchise will be entitled to 2% of the net profit / loss of the league.
UFB will be the General Partner of the League and will own 60% of the League (with Franchises ownership totaling
40%.) Although the USB will retain all voting rights, set and enforce all rules and implement all rule and policy
changes, each Franchise will be consulted on matters of importance to the League. USB will use its best judgment
considering the sentiment of the franchises when making its decisions in the best long term interest of the league.

All fundraisers and charitable donations will be set and sanctioned by the league. All funds raised through this
sanctioned fundraising will be split 60% to the league and 40% to the Franchises (2% per franchise). The Franchises
will keep their 40% as additional revenue to be used toward operating expenses. The League will donate ½ of its
60% to charity.

For information on fundraising and charitable donations please direct yourself to the Fundraising & Charitable
Donations page.

Player Pool:

AL and NL Players.

Positions:

C, 1B, 2B, 3B, SS, OF, SP and RP.

Eligibility:

Players are eligible at their primary position, plus positions they've played 20 games last year or 10 games this year.
Pitchers gain eligibility at Starting Pitcher with 5 starts last year or 1 start this year. Pitchers gain eligibility at Relief
Pitcher with 10 relief appearances last year or 1 relief appearances this year.

Transactions:

• Lineups are set daily. Deadline is 5 minutes before the 1st game that day.
• Owners may set lineups and change players' positions from a list of their eligible positions.
• Add/drops must be approved by the commissioner.
• Trades are subject to a 6-day voting period, where at most 11 objections from other Franchises are allowed. Trades
receiving more than 9 objections from other Franchises are rejected. The Commissioner may void any trade he feels
may be harmful to the integrity of the League.
• No trades can be made after the trade deadline (the same day as the MLB trading deadline).
• Owners may make trades during the offseason according to the League Constitution.

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One Time League Franchise Fee:

$5,000

Annual League Entry Fee:

$2,600

Website Fee:

$10

Scoring:

Rotisserie System

Scoring for Batting Categories

BA - Batting Average
HR - Home Runs
R – Runs
RBI - Runs Batted In
SB - Stolen Bases

Scoring for Pitching Categories

ERA - Earned Run Average

K - Strikeouts (Pitcher)
S – Saves
W – Wins
WHIP - Walks + Hits / Inning

CONSTITUTION:

THE OFFICIAL RULES OF ULTIMATE FRANCHISE BASEBALL (UFB) (Est. circa 2009)

OBJECTIVE

The objective of this game is to assemble a squad of twenty-six Major League baseball players whose accumulative
statistics over the course of a full season of Major League Baseball, as compiled and measured by the methods
described in these rules exceed those of all other squads in UFB.

These rules are not intended to be comprehensive or indicative of the only rules that do and will apply to any
rotisserie season. They encapsulate and memorialize the rules that have been passed and utilized over past
seasons in most successful rotisserie leagues. It will be the commissioner’s responsibility to assure that each and
every team is treated equally and fairly. USB is the League’s Commissioner. No Franchise in the league will be
allowed to obtain, acquire or maintain an unfair competitive edge over the other teams.

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TEAMS AND ROSTERS

The league shall consist of up to 20 franchises each with a roster as follows:

Active Roster (13 players)

1 Catcher
1 Shortstop
1 First Baseman
1 Third Baseman
1 Second Baseman
3 Outfielders

5 Pitchers as follows:

4 Starting pitchers and 1 Relief Pitcher.

Any transaction that causes a team to be in violation of any of the position requirements will be considered null and
void as to the date the transaction became effective.

Reserve List

13 players with no position requirements. During the regular season, a Franchise must fulfill both its active and
reserve requirements at all times. Each Franchise must carry a full 26-man roster at all times during the regular
season. THERE ARE NO EXCEPTIONS TO THIS RULE AT ANY TIME. Any transaction that causes a team to be in
violation of the position requirements will be considered null and void as to the date the transaction became effective.
A roster may never exceed a total of 26 active and reserve players under any circumstances. Any transaction that
causes a team to have more than 26 players will be considered null and void.

MINOR LEAGUE AUCTION DRAFT (MILAD)

There will be a Minor League Auction Draft (MiLAD) using real money. There are no minimum or maximum bids,
however no team may spend more than what is in their published bank balance. The salaries of players on the 5 man
Minor League Roster (MLR) DO NOT count against the Franchise Salary Cap.

MINOR LEAGUE ROSTER (MLR)

If a player on the MLR gets called up to the Major Leagues, that Franchise MUST ACTIVATE him and waive
someone on the 26 man roster. That player called up MAY be replaced via the FAAB process. A team may have up
to 5 players on its MLR at any time. There are no minimum MLR roster requirements. A player may only reside on
the MLR if he has NEVER PLAYED in the Major Leagues. Players in Foreign leagues may not reside on the MLR.
Once a player has been activated from the MLR his salary will count against the Franchise Salary Cap (FSC). If a
player that is on the 26 man roster gets sent to the Minor Leagues, he must remain on the 26 man roster or be
waived.

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DRAFT DAY (THE AUCTION)

An auction is to be conducted on each year prior to the opening of Major League Baseball season at date and time
designated by the Commissioner. It is the stated preference of the league to conduct the auction as close to the start
of the season as possible.

In anticipation of the Auction, each team may protect up to ten (10) players from its roster from the previous year.
The list of the protected players must be submitted to the Commissioner prior to Draft Day at a time set forth by the
Commissioner. Failure to submit a protected player list on a timely basis will result in a forfeiture of the right to protect
players.

At the auction each franchise will stock their rosters with the positional requirements set forth above. The order in
which the franchises will nominate players will be determined in a fair and impartial manner on the day of the draft.

Only players who are on a Major League roster or a Major League disabled list may be drafted. No minor league,
foreign or unsigned players may be bid upon on Auction Day. The eligibility of players must be proven by the
nominating franchise and to be upheld by the Executive Committee.

Any player who has not played in the major leagues in any prior season is ineligible for the auction unless he is on
the 40 man roster on the date of the auction. Minor leagues players remain ineligible for the auction.

PL AYERS SAL ARIES

A player acquired during the auction has a salary equal to the price the highest bidder acquired him for. Free agent's
salaries are equal to the highest price bid on him. A team may keep any player on its current roster for the next
season on the condition that they be given a $35 raise in salary or sign him to a long term contract. Long term
contracts are to be at predetermined prices according to the League’s Schedule.

Franchises may sign players to multi-year contracts for periods of up to 5 years. When signing a player to a multi-
year contract, he will receive a set contract in addition to his current salary. The contract schedule will be a $30
increase for the 1st year, a $25 increase for the second year, a $20 increase for the 3rd year, a $15 increase for the
4th year, and a $10 increase in the 5th year.

* (Example – if you have Albert Pujols on your roster for $175 and you want to sign him to a 5 year deal you would
have to pay him a salary of $275 (that salary would stay for each of the next 5 years.) Doing this would save you $75
on this player over the course of 5 years.

A player must re-enter the draft after a multi-year contract expires.

Provided that no multiyear contracts are enforce, a team may keep a player on its roster for as long as that player
remains a Major league Baseball player and as long as each new season the salary is increased by $35. However, a
team may only keep ten players from the previous season. Each franchise must fill its roster for a total of no more
than $2,600. The salaries from the players kept from the previous season +$35 and multi-year contracts will apply to
the $2,600 salary cap.

All bids must be in a whole dollar amount. A franchise may not make a bid on a player in excess of the amount of
auction dollars they possess. At no time may a team's total salary exceed $3,600. Any trade or free agent acquisition
placing a team over the salary cap is null and void in its entirety. Each Franchise will be responsible for knowing,
tracking and maintaining its own salary cap. At no time may a team's total salary be less than $1,600. Any trade or

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free agent acquisition placing a team under the salary cap is null and void in its entirety. Each Franchise will be
responsible for knowing, tracking and maintaining its own salary cap.

TRADES

When a player is traded, his contract goes with him. The acquiring team will have a 30 day window to sign the new
player to a multi-year contract. The new contract plus the assumed contract may not exceed 5 years.

There will be a $25 League Transaction Fee per player for roster moves (Trades or FAAB’s). Real funds will be
exchanged in trades.

There would also be a $25 League Transaction Fee for each team per trade. All Transaction Fees are considered
revenue to UFB.

* (Example, if Johan Santana with a salary of $175 is traded for Yovani Gallardo with a salary of $50, the team
obtaining Santana would have to pay the team that is trading him the difference of $125.) Their would be also be $50
in transaction fees to each team.

ALL FUNDS FOR ALL TRANSACTIONS MUST GO THROUGH THE LEAGUE. EACH TEAM WILL PAY ITS
APPROPRIATE FEES FOR THE TRANSACTION AND THE LEAGUE WILL DISBURSE FUNDS TO ANY SIDE
BEING OWED MONEY.

Multi-Player trades work the same way, with the player prices being and League Transaction Fees for both the
Transaction and Per Player. Trades do not have to be for 1 for 1. (Example, a 4 for 3 trade may be completed without
any player being considered traded for cash. Players may not be sold for cash.

POSITION ELIGIBILITY

A player is eligible at any position at which he appeared in at least 20 games in the most recently completed season.
In the event that a player did not appear in 20 games at any open position, he will qualify at the position(s) at which
he appeared most frequently. Once the regular season commences, a player need only appear at a position 10 times
in order to qualify at that position for the current year.

Position eligibility is determined based on the positions a player has played at the Major League level and said
experience prevails over minor league experience. If a player has not played in the Majors, the minor league
experience will dictate position eligibility. A player with no applicable major league experience will be initially eligible
at the position he played the most minor league games at. Each owner is responsible for knowing the position
eligibility of his own players. The Executive Committee will arbitrate all questions regarding position eligibility.

A pitcher qualifies as a starter or as a reliever based on the following criteria. A pitcher shall qualify as a starter if it is
intended that that pitcher be part of his Major League teams starting rotation and he does in fact start a game. He will
remain a starter until there is an intention by his Major League manager to move that pitcher to the bullpen AND he
pitches out of the bullpen. On the day that he pitches out of the bullpen as a reliever, he becomes a reliever for
rotisserie purposes. That pitcher will once again be a starter when there is an intention to move him to the starting
rotation and he does in fact start a game. Once the pitcher starts a game, he becomes a starting pitcher.

A starting pitcher who makes a spot relief appearance or a middle reliever who makes a spot start will not have his
eligibility changed unless there is an intention on the part of his Major League manager to move him into the new
spot. Intent of Major League managers will be gathered from various reputable media publications. Each manager is

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responsible for knowing the eligibility of his own pitchers. The Executive Committee will arbitrate all questions
regarding pitcher eligibility.

STANDINGS

Standings are compiled using the following statistics generated by a team's 13-man active roster.

Hitting:

1. Batting Avg.
2. Home Runs
3. Runs Batted In
4. Stolen Bases
5. Runs

Pitching:

6. Earned Run Average

7. Wins
8. Saves
9. Strikeouts
10.W+H/IP Ratio (Walks + Hits / Innings Pitched)

TRANSACTIONS

Reporting a Transaction:

Roster moves can be made on a daily basis. Each Franchise is responsible for making their own roster moves on the
Web site and the Commissioner bears no responsibility for each team's roster moves. Roster moves shall not be
phoned in or e-mailed to the Commissioner. Any such attempt to do so will be ignored by the Commissioner.

Free Agent Acquisition:

During the regular season, teams may sign free agents through the use of the Free Agent Acquisition Budget
("FAAB"). Any player who is on a Major League Baseball Roster may be acquired as a free agent.

The procedure to be followed for signing a free agent is as follows:

Each team will have up to $400 of FAAB money to be used throughout the year (This is real money that you have to
spend.) Free agent bids must be entered into the web sites free agent system by (8:00pm Sunday. No free agent
bids will be called into the Commissioner nor contained in an e-mail. The minimum bid is $10 and must be made in
whole dollars. The maximum bid allowed is the remaining balance in the respective Franchise’s FAAB account.

A Franchise may bid on no more than three free agents in any given week.

A Franchise may place contingent or back-up bids. However, the contingent or back up bid counts as one of the free
agent bids you are allowed to make each week. If more than 3 free agent bids are made by one Franchise, only the
first 3 shall count.

The free agent is awarded to the highest bidder. In the event of a tie in the bidding, the free agent will be awarded to
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the Franchise that is lower in the standing as of the last reported standings. The salary of the free agent is the
amount of the winning bid.

If a Franchise acquires a free agent for more than $150, that player MUST be protected the following year with the
required $35 increase in salary or be signed to a multi-year contract. A Franchise will have 15 days to sign an
acquired free agent player to a multi-year contract.

When the Franchise acquires a free agent, it must release a player who's roster spot will be taken by the free agent.
Failure to designate a player to be released will result in the bid becoming null and void and the free agent will be
awarded to the next highest bidder. If a player with a multi-year contract is dropped from a roster, the remaining
years on the contract must be paid bought out and the fee paid to the League.

If a team releases a player when picking up a free agent, he cannot pick him up the next week for less money than
he had owned him for the week before. He can re-acquire the player for the same amount or at a higher salary.

Under no circumstances is a team is permitted to place two separate bids of differing value on the same player. If a
bid is made in violation of this rule it shall be handled in one of two ways. If the original bid was insufficient to acquire
the player, the higher contingent bid will be ignored and the Franchise shall not acquire the player. If the original bid
was sufficient to acquire the player, the bid shall be raised to the value of the contingent bid - the Franchise shall
obtain the player at the higher price and the equivalent sum will be deducted from his free agent money.

Trading:

Trading between teams can occur all year round. Trading after the Trading Deadline may happen only if a player
clears Waivers. The Trading Deadline is the same date as the MLB Trading Deadline. After that date, no more trades
will be effective until the regular season has ended.

For a player to clear Waivers, he must be placed on a public list for a period of 48 hours with all other teams having
the opportunity to claim him. In the instance of competing claims, the team lowest in the standings would get the
player. If a player is claimed, he may either be pulled from the Waiver Wire and retained (he may not be attempted to
be put through Waivers again) or he may be allowed to be claimed. The acquiring team must accept his contract and
the team that looses the player must immediately replace the roster spot.

For a trade to take effect on Monday, it must be entered onto the league's Web site by midnight on Thursday. The
trade will then be up for league review for 48 hours. In order for a trade to be rejected - more than 1/2 the team
owners not involved with the trade must voice their objection. This is done by rejected the trade where indicated AND
placing the reasons for your objection on the message board of the site. There will be no anonymous objections and
no unexplained objections. An unidentified or unexplained objection will not be credited. All league members are
responsible for checking the trading area of the site to register their objection.

During the season, a team may not make a trade that places it in violation of any of the positional requirements
described above. If a trade places any team involved in the trade in violation of the positional requirements the trade
is null and void for all teams involved. The teams are not prevented from reporting the same trade the following
week, provided the error is corrected.

Any player traded from a team after May 31st CAN NOT be reacquired by trade by that team until after the following
year’s auction.

Any team that acquires a player in a trade who carries a salary of $250 or more, that team is required to keep that
player for the next season with a $35 raise unless that player is under a multi-year contract. He is now considered a

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"protected player". The "protected player" may be traded to another team during the season, but the team that
acquires the "protected player" must keep him for the next season with a $35 raise.

A "protected player" may be left unprotected during any expansion draft. However, the expansion Franchise drafting
a "protected player" is also required to keep him for the next season with a $35 raise.

A Franchise who acquires a "protected player" can avoid having to keep him for the next season by buying out the
terms of his "protected player" status. This is done by forfeiting 1/2 of his salary (the salary he was acquired at + $35)
in salary cap dollars.

If a "protected player" retires, dies or is cut the following year, the Franchise who acquired him is not liable to the
above provisions. However, if that player is injured or on a Major League disabled list the team is liable to the
conditions above. If a franchise owner is implicated in the death of his own "protected player", he will be barred from
releasing that player.

Best Interests of the League Rule

If, at any time, a Franchise feels that a transaction has taken place that is so grossly corrupt, disparate or detrimental
to the interests of the league a formal complaint may be made to the Commissioner. The Commissioner will then
take the issue up with the Executive Committee for a vote. If the Executive Committee feels the transaction falls
under this rule the transaction will be considered null and void.

CHANGE IN FRANCHISE OWNERSHIP

A Franchise may be bought and sold at free market prices to a new Franchise entering the league at any time. The
sale of any Franchise however may only be completed upon the Commissioner’s approval. There will be a required
fee of 10% of the sale price to the league of any Franchise sold. This can be paid by the buyer or seller based upon
their negotiation and agreement. (Each Franchise owns 2% of the League.)

EXPANSION DRAFT

In the event the League deems it in the best interest to expand, there will be an expansion draft. The rules and
regulations of the expansion draft will be laid out at that time.

LEAGUE FEES

Each Franchise shall contribute $2,600 towards an Award Pool. Each Franchise will pay an additional fee for their
proportional share of the cost of the Web site tracking and maintaining our stats. There are $25 Traction Fees for
each trade. There are $25 Transaction Fees for each player involved in a trade.

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PRIZE MONEY

Money allocation from the award pool will be as follows:

25% of Franchises receive placement revenue each season.

- 1st Place $31,000
- 2nd Place $15,500
- 3rd Place $8,000
- 4th Place $4,000
- 5th Place $2,600
- 6th Place $1,300

If for any reason a year is played with less than 24 Franchises, edits to the rules and this constitution will be made
prior to the start of that season.

CHANGES AND MODIFICATIONS TO THE RULES

Proposed changes and modifications to the rules should be submitted to the Commissioner before the date of the
auction. Any proposed rule changes will be proposed to the Franchise owners before the auction upon which short
and concise debate will be held. Upon completion of the debate, the Commissioner will call for a vote. The vote will
take place at the auction. In order for a proposal to be accepted at least 2/3 of the owners must vote in favor of it.

Executive Committee:

The executive committee is established to ensure fair play and to mediate disputes that inevitably arise from time to
time. They are responsible for ruling on such issues deemed appropriate by the Commissioner as they arise, that are
not set out in these rules. In no way shape or form can the Committee overturn or set aside the rules of play.

The Executive Committee will be comprised of five individuals from different teams. Decisions of the executive
committee will be those agreed upon by a majority.

The Commissioner is responsible for running the league on a day to day basis. The Commissioner is responsible for
keeping track of the rosters and enforcing the rules. The Commissioner is also responsible for maintaining and
collecting appropriate fees.

(rules last modified on April 28, 2009)

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