FANTEX, INC. October 30, 2013

Exhibit 10.2

FANTEX, INC.

October 30, 2013

▇▇▇▇▇▇ ▇▇▇▇▇

The ▇▇▇▇ Marketing LLC

c/o ▇. ▇▇▇▇▇ & Co., Inc.

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇ ▇▇▇▇▇▇

Re:  Brand Agreement

Dear ▇▇. ▇▇▇▇▇:

This letter agreement (“Letter Agreement”) and attached exhibits are being provided to you in response to your interest in entering into a Brand Agreement with Fantex, Inc. (“Fantex”), in connection with a potential securities offering by Fantex linked to the value of the Brand Amount as set forth in greater detail in this letter and each of the Exhibits, schedules and related documents referenced herein (all of which, together, constitutes the complete “Agreement”) between The Duke Marketing LLC (the “Company”) and you (together with the Company, jointly and severally, as “Participant”) and Fantex.  Sometimes each of Participant and Fantex are referred to herein as a “Party” and together as the “Parties.”

Please review the enclosed materials carefully, including the terms and conditions of this Letter Agreement and each of the following Exhibits.  If you agree with the terms and conditions outlined in each of the attached documents, then please complete and execute (where indicated) this letter and a copy of each of the following applicable documents, and forward the entire set of completed and executed documents to Fantex for our review:

o            Exhibit A:  Participant Questionnaire

o            Exhibit B:  Definitions and Examples of “Field” and “Brand Income”

o            Exhibit C:  Brand Agreement — Standard Terms and Conditions

o            Exhibit D:  Closing Certificate

o            Exhibit E:  Quarterly Report

o            Exhibit F:  Spousal Consent

o            Exhibit G:  Form of Irrevocable Payment Instructions

IT IS IMPORTANT FOR YOU TO ENSURE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION PROVIDED TO FANTEX ON THE FORMS REFERENCED HEREIN, WHICH WILL BE RELIED UPON BY FANTEX IN CONNECTION WITH THE POTENTIAL SECURITIES OFFERING AND OTHER MATTERS UNDER THIS AGREEMENT.

Also, it is important to remember that Fantex is not, and will not at any time be, an agent, representative or advisor to Participant.  We encourage you to secure personal counsel to advise you with respect to legal, tax, accounting and other issues as you and your advisors deem advisable in connection with the attached materials and potential transaction. By participating in the transactions contemplated herein, Participant is deemed to represent that it has obtained advice from its advisors regarding the consequences of being a Participant and Participant is not relying on any representations or warranties regarding the tax consequences to Participant of the transactions contemplated hereby.

For purposes of this Agreement, “Participant” shall refer to you, ▇▇▇▇▇▇ ▇▇▇▇▇ (“Talent”), and/or the Company, jointly and severally, as the context may require.  Talent represents, warrants and covenants, as applicable, that he is, and throughout the Term shall remain, the sole owner and have complete control of the Company (other than in the case of death or incapacity of Talent), through which a portion of the Brand Income may be received; and Company represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and all other jurisdictions in which its ownership of property or conduct of business requires it to be qualified.

Upon execution of this letter where indicated below by each of Fantex, and Talent and Company (together as Participant), the Parties hereby agree to the following terms and conditions effective as of the date of this Agreement (“Effective Date”):

1.                                      Purchase Price.  Upon the terms and subject to the conditions of this Agreement, as full, final and complete consideration for the right to receive the Brand Amount and to participate in Equity Income and Brand Investment Opportunities (as described in more detail in Exhibit B) during the Term of this Agreement, Fantex shall pay Participant an amount equal to $4,000,000 (the “Purchase Price”), less an amount equal to 5% of the Purchase Price (the “Escrow Holdback”) and less the Pre-Closing Brand Amount (as defined below).  The Escrow Holdback shall be deposited into an escrow account at ▇▇▇▇▇ Fargo Bank, N.A. (the “Escrow Agent”) established pursuant to the terms of a written escrow agreement mutually agreed among the Parties and the Escrow Agent based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.

2.                                      Offering.  Subject to the terms and conditions of this Agreement, Fantex will use commercially reasonable efforts to conduct, as promptly as practicable after the Effective Date, a registered offering to the public (the “Offering”) of a new series of securities (the “Series”) linked to the value of the Brand Amount.  Fantex hereby represents, warrants and covenants, as applicable, that following the Offering (if it occurs): (a) the Series shall be publicly traded on an exchange or alternative trading system (the “ATS”) registered with the United States Securities and Exchange Commission (the “SEC”), (b) Fantex Brokerage Services, LLC (“FBS”), an Affiliate of Fantex, shall be a broker-dealer registered with the SEC, and (c) FBS shall be a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  Upon written request from Participant from time to time after the commencement of the Offering, Fantex shall provide to Participant reasonable information regarding the progress in connection with the Offering and demand for the Series.

3.                                      Financing Contingency; Closing. The obligations of Fantex to pay the Purchase Price and consummate the transactions contemplated by this Agreement are subject to Fantex obtaining the financing to pay the Purchase Price as contemplated by the Offering, unless waived in writing by the Company. If the Offering does not result in aggregate Net Proceeds at least equal to the Purchase Price (or Fantex does not otherwise waive such condition) on or before the earlier of (i) the date that is one month after the effectiveness of a Registration Statement on Form S-1 (the “Registration Statement”) for the Series filed with the SEC and (ii) February 28, 2014, or such later date approved by Participant in writing (the “Outside Closing Date”), then as the sole and exclusive remedy therefor, each of Fantex and Participant shall have the unilateral right, exercisable in its sole and absolute discretion, to terminate this Agreement, which termination shall be automatically effective immediately upon delivery of written notice to the other Party.

a.              “Gross Proceeds” means an amount equal to the gross proceeds resulting from the Offering.

b.              “Net Proceeds” means an amount equal to the Gross Proceeds, less the applicable Underwriting Amount payable to FBS, an Affiliate of Fantex, and such other underwriters selected by Fantex (together, the “Underwriters”).

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c.               “Underwriting Amount” means underwriting commissions equal to five percent (5%) of the Gross Proceeds of the Offering.

4.                                      Closing.  The Offering shall be consummated on such date as shall be reasonably determined by Fantex (“Closing”), but in no event greater than ten (10) days, after either (a) Fantex has received commitments to purchase the Series such that the Net Proceeds would equal or exceed the Purchase Price, or (b) Fantex has elected in writing to waive the condition contained in the foregoing clause (a).  Upon Closing, Participant will execute and provide to Fantex a written certification in the form attached as Exhibit D.

5.                                      Brand Amount; Assignment for Security.

a.              Except with respect to Brand Income in the form of stock or other equity interests (which is addressed in Section 2 of Exhibit B) or as otherwise agreed in writing by Fantex in its sole discretion with respect to Merchandise Income (on a case-by-case basis), Participant shall pay to Fantex an amount of cash equal to the Brand Amount, subject and pursuant to the terms of Section 4.1 of the Standard Terms and Conditions.  To secure Fantex’s right to receive the payment equal to the Brand Amount, to the maximum extent permitted under applicable law in effect from time to time, Participant hereby assigns (as and when earned), or will assign when Participant has an assignable interest in any future Brand Amounts, to Fantex, all right, title and interest in and to the Brand Amount.  The “Brand Amount” means an amount equal to the product obtained by multiplying (i) any and all Brand Income earned by Participant (whether or not contracted or paid through any third party for or on behalf of Participant, such as a personal services corporation, agency, or otherwise) during the Term, less any applicable Merchandise Income Deduction, by (ii) the Brand Percentage.

b.              Prior to receipt of any Brand Income (other than Nonrecurring Brand Income) after the Closing, except as otherwise agreed to in writing by Fantex (email correspondence from the CEO, Chief Financial Officer or Chief Legal Officer of Fantex is acceptable), Participant shall (i) execute and deliver to each payor of Brand Income under all contracts existing at such time an irrevocable payment instruction in the form attached as Exhibit G, and (ii) execute and deliver such additional documents or take such other actions as reasonably requested by Fantex to effectuate and perfect an assignment by Participant of the Brand Amount to secure Participant’s payment obligations to Fantex hereunder. To the extent that (A) any part of the Brand Amount is resulting from Nonrecurring Brand Income, or (B) it is not commercially practical, without unreasonable burden to Participant, for installments of the Brand Amount to be delivered directly to Fantex, or (C) any assignment of the Brand Amount (or any portion thereof) is deemed invalid or not enforceable, then such installments of the Brand Amount shall be received by Participant as agent for Fantex, and Participant shall pay and deliver such installments of the Brand Amount to Fantex promptly after the receipt of the corresponding Brand Income by Participant (but in no event later than the fifteenth (15th) day following the receipt of such Brand Amount) pursuant to the timing and other terms as set forth in Section 4.1 of the Standard Terms and Conditions.

c.               Notwithstanding anything to the contrary herein, to the extent that Participant receives any Brand Income after the Effective Date but prior to the Closing, then within five (5) business days after receipt of such Brand Income (but no later than the Closing), Participant shall report to Fantex the amount and source of such Brand Income, but shall not be required to pay such Brand Amounts associated therewith (“Pre-Closing Brand Amount”) prior to the Closing, which Pre-Closing Brand Amount shall be deducted from the Purchase Price to be paid to Participant hereunder.

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d.              Key Defined Terms:

(i)                               “Affiliate” means, with respect to any specified Person, any Person that directly or indirectly controls, or is under common control with, or is controlled by, such specified Person.  As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

(ii)                            “Brand Percentage” equals ten percent (10%).

(iii)                         “Brand Income” has the meaning set forth on Exhibit B attached hereto, which excludes the Excluded Income as defined below, if any.

(iv)                        “Brand Income Contract” means any contract, commitment, or other arrangement or understanding (and all amendments and supplements thereto), whether written or oral (each a “Contract”), to which Participant is or becomes a party, or under which Participant is obligated to perform, or from which Participant receives any benefit, and in each case which is in the Field, other than Contracts excluded in their entirety (if any) pursuant to the definition of Excluded Income.

(v)                           “Excluded Income” means any and all cash or other consideration that either (A) has been paid, issued, conveyed, granted or transferred to Participant prior to the Effective Date or (B) is payable or otherwise owed to Participant after the Effective Date pursuant to any Contract identified on Appendix I attached hereto, which shall be deemed to be excluded from Brand Income.

(vi)                        “Merchandise Income” means any Brand Income in the form of any merchandise, services, service plans, or credits for any of the foregoing.

(vii)                     “Merchandise Income Deduction” means an annual (calendar year) deduction from Brand Income solely for the purpose of determining the Brand Amount, equal to the sum of (A) the fair market value of Merchandise Income, up to the lesser of (1) $40,000 and (2) 4% (four percent) of all Brand Income (including Merchandise Income) received by Participant during such calendar year during the Term, and (B) the fair market value of any other Merchandise Income to the extent agreed to by Fantex in writing, in its sole and absolute discretion.

(viii)                  “Nonrecurring Brand Income” means the Brand Income payable under any Brand Income Contract pursuant to which Participant is only entitled to receive a single payment under such Brand Income Contract.

(ix)                        “Person” means any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

6.                                      Principal Business; Claw Back.

a.                                      Defined.  For purposes of this Agreement, including the determination of the Field and Brand Income (as set forth in Exhibit B attached hereto), “Principal Business” means the sport of American football, at the professional, college or other level, regardless of the country in which it is played or the football league or governing body.

b.                                      Claw Back.  If Talent resigns from his employment as a professional football player (a “Professional Athlete”) in the National Football League (the “NFL”) at any time prior to the second anniversary of the Closing for any reason other than Good Reason, Fantex may elect, in its sole discretion, to terminate this Agreement upon written notice to Participant (the date of such notice is hereinafter referred to as the “Termination Date”).

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In the event of such termination, Participant shall pay to Fantex, not later than thirty (30) days following the Termination Date, an amount equal to (i) the Purchase Price plus an amount equal to the Underwriting Amount, minus (ii) all Brand Amounts previously paid to Fantex, including the Pre-Closing Brand Amount.  In addition, Participant shall concurrently pay to Fantex interest on the Purchase Price at the rate of five percent (5%) per annum, measured from the date the Purchase Price was paid to Participant.

c.                                       “Good Reason” means Talent’s resignation from his employment as a Professional Athlete for any of the following reasons: (i) Talent suffers or sustains any injury, illness or medical condition, after the Closing (any of the foregoing, a “Major Injury”) which renders Talent incapable of performing as a Professional Athlete; or (ii) Talent suffers or sustains a Major Injury after the Closing and a qualified medical physician (depending on the nature of the Major Injury) advises Talent that as a result thereof Talent is putting his physical health at substantial risk (i.e., a risk that is substantially greater than simply by virtue of Participant’s participation as a Professional Athlete) by continuing to perform as a Professional Athlete.

d.                                      Dispute Resolution.  In the event of any dispute between Fantex and Participant concerning whether there is Good Reason for any resignation by Talent from his employment as a Professional Athlete, then the Parties shall engage in informal, good faith discussions and attempt to resolve such dispute.  If the Parties are unable to resolve such dispute, then existence of Good Reason shall be determined by a qualified physician selected by agreement of the Parties or, if no agreement can be reached, then each Party shall select a physician qualified in the field applicable to the claimed Good Reason, and those two physicians shall select a third physician qualified in such field to make the final determination regarding such claimed Good Reason.

7.                                      Limited Brand Income Encumbrances.  In addition to (i.e., exclusive of) the Brand Percentage, Participant shall ensure that the aggregate amount of all other encumbrances on any Brand Income in connection with the payment of agents, financial advisors and any other fee arrangements based on a percentage of Participant’s income (or any portion thereof) shall not exceed a maximum of (i) fifteen percent (15%) of all Brand Income resulting from any employment or player contracts in any given year, and (ii) thirty percent (30%) of all other Brand Income in any given year.  Without Fantex’s prior written approval, Participant shall not enter into any other arrangement similar to this Agreement (i.e., pursuant to which Participant receives compensation in exchange for a portion of Participant’s future Brand Income) with respect to any portion of the Brand Income.

8.                                      Term.  The “Term” of this Agreement shall commence as of the Effective Date and shall continue in perpetuity unless and until terminated pursuant to the terms of this Agreement.

9.                                      Notices.  All notices, requests, consents and other communications required or given by the Parties hereunder shall be in writing and shall be deemed to be delivered (i) on the date delivered, if personally delivered or transmitted via facsimile or electronic mail with return confirmation of such transmission; (ii) on the business day after the date sent, if sent by recognized overnight courier service and (iii) on the fifth day (or on the next business day thereafter if such fifth day is not a business day) after the date sent, if mailed by first-class certified mail, postage prepaid and return receipt requested, to the addresses of the applicable Party set forth below:

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If to Participant:

▇▇▇▇▇▇ ▇▇▇▇▇

The ▇▇▇▇ Marketing LLC

c/o ▇. ▇▇▇▇▇ & Co., Inc.

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Mr. ▇▇▇▇ ▇▇▇▇▇▇

Fax: ▇▇▇.▇▇▇.▇▇▇▇

Email:

with a copy (which is required, but not alone sufficient, to constitute notice hereunder) to:

O’Hara General Counsel

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇ ▇’▇▇▇▇, Esq.

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇@▇▇▇▇▇▇▇.▇▇▇

If to Fantex:

Fantex, Inc.

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer, and

▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Chief Legal Officer

with a copy (which is required, but not alone sufficient, to constitute notice hereunder) to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇

and

▇▇▇▇▇ ▇▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇

10.                               Standard Terms and Conditions.  The Parties agree to be bound by the Standard Terms and Conditions attached hereto as Exhibit C (the “Standard Terms and Conditions”), which are incorporated herein by this reference.  Any reference in this Agreement or the Standard Terms and Conditions to this “Agreement” shall be deemed to be a reference to this Agreement and the Standard Terms and Conditions, taken as a whole.

11.                               Non-Circumvention. It is not Fantex’s intention to deter Talent from performing charitable acts, whether for the benefit of The ▇▇▇▇▇▇ ▇▇▇▇▇ Foundation (the “Foundation”) or otherwise.  However, Participant hereby covenants and agrees that he shall not perform services for the Foundation, or for third parties in exchange for donations or other payments to the Foundation or any other charitable organization (collectively, “Charitable Contributions”), if Participant’s

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intention in connection therewith is to circumvent the intent and purposes of this Letter Agreement.

Upon execution by both Participant and Fantex, this Agreement and the exhibits attached hereto shall constitute a binding commitment of the Parties, as the entire agreement and understanding between the Parties concerning the subject matter hereof and thereof, and shall supersede and replace all prior negotiations, proposed agreements, and discussions, written or oral, relating hereto or thereto.

[Signatures on following page]

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Please confirm your agreement with the foregoing by signing where indicated below.

Signature Page

— Brand Agreement —

Appendix I

Excluded Income

1.              All consideration payable to Participant as of the Effective Date pursuant to that certain letter dated July 20, 2013 from ▇▇▇ ▇▇▇▇▇▇▇▇ and Ike’s Love & Franchise LLC in favor of Talent (i.e., any additional consideration payable to Participant that is agreed to after the Effective Date (including, without limitation, any right granted to Participant to invest his or its own funds, subject to the terms of the Brand Agreement and the exhibits thereto) shall not be excluded from Brand Income).

2.              All consideration payable to Talent as of the Effective Date pursuant to that certain Advertising and Promotion Agreement, dated as of August 1, 2013, by and between Jamba Juice Company and Talent (i.e., any additional consideration payable by Jamba Juice Company to Participant that is agreed to after the Effective Date (including, without limitation, any right granted to Participant to invest his or its own funds, subject to the terms of the Brand Agreement and the exhibits thereto) shall not be excluded from Brand Income).

Exhibit A

Participant Questionnaire

Please answer each of the following questions correctly and completely as of the Effective Date.  The completeness and accuracy of each such statement must be answered from the perspective of both the Company and Talent, as applicable, and must be initialed by Talent on behalf of himself and Company where indicated.  Capitalized terms used in this questionnaire shall be defined as set forth in the Brand Agreement (including other Exhibits) to which this questionnaire is attached (the “Agreement”).

IMPORTANT:  Review each of the following statements and initial each statement where indicated.  By placing your initials next to each below statement you hereby represent, warrant and covenant, as applicable, that each such statement is true and complete, except only as otherwise disclosed on Schedule 3 of the “Personal Information Schedule” delivered to Fantex in connection with this Agreement.

In addition, please provide copies of all documents or other information specifically requested as part of the below statements and/or relevant to any matter for which additional information has been disclosed pursuant to Schedule 3 of the Personal Information Schedule.

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Exhibit B

Fantex Brand Agreement

Field / Brand Income

1.              “Field” means: (a) any activities in or substantially related to the Principal Business (as defined in the Letter Agreement to which this Exhibit is attached), including without limitation, Talent’s employment as a Professional Athlete; (b) any and all of Participant’s employee, independent contractor or licensor activities, including any use of Participant’s name, voice, likeness, image, caricature, biography, signature (including facsimile signature), talents, or live, photographed or recorded performance (collectively, “Participant’s Persona”), or the assignment of the rights in Participant’s Persona, in connection with motion pictures, television and Internet programming, radio, music, literary, talent engagements, personal appearances, public appearances, records and recording, or publications; (c) any use of Participant’s Persona via Participant’s rendering of employee or independent contractor services or Participant’s licensing or assignment of rights in Participant’s Persona for purposes of advertising, merchandising, or trade, including sponsorships, endorsements and appearances, and any other employee, independent contractor or licensor activities in which Participant’s Persona is used, or the assignment of rights in Participant’s Persona, to generate income; and (d) any other personal services performed by Participant which is of the type typically performed by individuals in the Principal Business because of their status as a Professional Athlete or other professional within the Principal Business (e.g., without limitation, sports casting, coaching, participating in sports camps, acting as spokesperson)  In the event that there is any ambiguity as to whether an activity is in the Field, the Parties shall discuss in good faith and seek to resolve such matter.  In the event that a resolution is not met within 30 days after initial notice by either Party to the other regarding such activity, then either Party shall be free to refer such matter to arbitration for resolution pursuant to the terms of Section 16.5 of the Standard Terms and Conditions. Notwithstanding the above, each of the following shall be expressly excluded from the Field: (i) any sports agency or athlete management company owned by Participant, (ii) the opportunity for Talent or his Affiliates to purchase an interest in a professional sports team; and (iii) the use of Talent’s name to promote a franchise of a third party company where such franchise is owned by Participant.

2.              “Brand Income” means any and all gross monies or other consideration of any type that Participant may earn, other than Excluded Income (as defined in the Letter Agreement), as a result of Participant’s activities in the Field.  For the avoidance of doubt, Brand Income shall include Distributions in connection with any Indirect Fantex Equity and/or Indirect Fantex Co-Investments (subject to Section (B) below) and an amount equal to the fair market value of any Merchandise Income (subject to Section (C) below).

A.            The term “gross monies or other consideration” shall include, without limitation, salaries, earnings, fees, royalties, bonuses, shares of profit, shares of stock, partnership interests, percentages and the total amount paid to Participant for any activities in the Field, and received by Participant or Participant’s heirs, executors, administrators or assigns, or by any other Person on Participant’s behalf, net of (i) any reasonable and documented out-of-pocket legal fees incurred by Participant in connection with securing, negotiating or preparing any Brand Income Contract which are not reimbursable pursuant to the terms of such Brand Income Contract, (ii) any reasonable and documented travel, lodging and per diem expenses incurred by Participant or Participant’s representatives in connection with securing any Brand Income Contract not to exceed Two Thousand Dollars ($2,000) per Brand Income Contract, (iii) self-employment taxes to which Participant is subject in connection with the receipt of such amounts or items to the extent that such amounts or items constitute Brand Income and (iv) in the case of Brand Income of Participant described in clause (a) of the definition of “Field” for which there is no Brand Income Contract (e.g., ownership of any business the primary operations of which are in or substantially related to the Principal Business, such as a football camp owned by Participant and

branded with Participant’s Persona), any and all expenses of Participant incurred in connection with Participant’s activities that generate such Brand Income, but prior to the deduction or withholding of (a) any amounts payable to any third party (e.g., agency commissions), (b) any voluntary or personal deductions (e.g., contributions to retirement funds), or (c) any taxes required to be deducted or withheld by any federal, state or local government authority based on the net income of Participant (but excluding any deduction or withholding for payroll, medicare or FICA taxes or other deductions or payments required to be made to any federal, state or local government authority).

In the event that Participant elects to voluntarily defer receipt of any Brand Income (so that such Brand Income is actually received by Participant at a date later than when Participant has the right to receive such Brand Income pursuant to the applicable Brand Income Contract), then for purposes of this Agreement, such Brand Income shall be deemed to have been received on the date that Participant has the right to receive such Brand Income pursuant to the applicable Brand Income Contract.

B.            Equity Participations:

(i)                         Equity Income:  In the event that Participant receives, pursuant to any Brand Income Contract, stock or other equity interests (including membership interests and partnership interests), or options, warrants or other rights to acquire any of the foregoing interests in any other Person (collectively, “Equity Income”), then the following shall apply:

(a)               Notice and Response:

(1)                     Participant shall provide reasonable advance written notice (an “Equity Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant may receive Equity Income, including all details reasonably necessary for Fantex to evaluate such Equity Income.

(2)                     Fantex will use commercially reasonable efforts to respond to each Equity Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (x) participate in the applicable Equity Income by being issued and holding a direct equity interest in the applicable issuer of such Equity Income (“Direct Fantex Equity”) in an amount calculated by multiplying the Brand Percentage by the shares, membership interests, units (or other reasonable means of measurement) of such Equity Income payable to Participant (any of the foregoing, a “Fantex Equity Interest”), or (y) indirectly participate in the applicable Equity Income as described in Section 2.B.(i)(d) below (“Indirect Fantex Equity”).

(3)                     If Fantex fails to timely respond to any Equity Deal Notice, then Fantex shall be deemed to have expressly rejected receiving the Direct Fantex Equity with respect to such Brand Income Contract, and elected instead to receive Indirect Fantex Equity.

(4)                     If the terms and conditions with respect to any Equity Income change from what were previously presented to Fantex in any Equity Deal Notice, then Participant shall provide a new Equity Deal Notice to Fantex with the updated terms and conditions, and this Section 2.B.(i)(a) shall apply to such new Equity Deal Notice.

(b)               Fantex Participation; Reimbursement of Costs:

(1)                     If Participant is required to make any payment in consideration for such Equity Income (e.g., without limitation, payments required by the terms of exercise of any options, warrants or other similar rights to acquire stock or other equity interests) (an “Exercise Payment”), and Fantex elects to receive either Direct Fantex Equity or

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Indirect Fantex Equity, then Fantex shall contribute to Participant (in the case of Indirect Fantex Equity), or pay directly to the applicable issuer (in the case of Direct Fantex Equity) an amount equal to the product of the Brand Percentage multiplied by such Exercise Payment timely and in accordance with the terms of the applicable Brand Income Contract relating to such Equity Income (which shall be deemed to include any subscription agreement, warrant, option agreement or other agreement pursuant to which Participant and Fantex, if applicable, is granted or issued such Equity Income).

(2)                     Fantex shall pay to Participant an amount equal to the amount of any self-employment taxes payable by Participant, or the amount of any payroll, medicare or FICA taxes or other deductions or payments required to be made to any federal, state or local government (other than taxes based on the income of Participant), in each case to the extent resulting from any Direct Fantex Equity or Indirect Fantex Equity, as applicable.  Fantex shall pay such amounts due under this Section 2.B.(i)(b)(2) within five (5) business days after receipt of notice from Participant detailing such amounts (which notice will be delivered after delivery of the stock certificates or other documentation evidencing such Equity Income, or in the case of a warrant, option or other similar right to acquire stock or other equity interest, after exercising such warrant, option or right to acquire the stock or other equity interest).

(3)                     In addition, to the extent that Participant incurs any additional cost or expense resulting from Fantex participating (whether via Direct Fantex Equity or Indirect Fantex Equity) in such Equity Income, then Fantex shall pay such incremental costs incurred by Participant (i.e., over and above such amounts that Participant would have incurred but for Fantex’s participation).

(c)                      Direct Fantex Equity.  If Fantex elects to receive Direct Fantex Equity, then Participant shall use commercially reasonable efforts to cause the issuer of such equity to issue the applicable Fantex Equity Interest directly to Fantex; provided, however, that if (after such efforts by Participant) such issuer does not agree to issue the applicable Fantex Equity Interest directly to Fantex, then Fantex shall receive Indirect Fantex Equity with respect to such Equity Income as provided in Section 2.B.(i)(d) below.  If Fantex receives Direct Fantex Equity and Participant is required to execute any documentation (including without limitation, subscription agreements, warrants and option agreements) for such Equity Income, then Fantex shall be required to execute substantially similar documentation, as applicable.

(d)                     Indirect Fantex Equity.  If Fantex receives Indirect Fantex Equity (whether by Fantex’s election, or because the issuer of such Equity Income does not agree to issue Direct Fantex Equity to Fantex), then, without limiting Fantex’s obligations under Section 2.B.(i)(b) above, (y) Fantex shall be entitled to receive as part of the Brand Amount hereunder an amount equal to the Brand Percentage of any Distributions to Participant with respect to such Equity Income, and (z) upon Fantex’s request, Participant will grant to Fantex a security interest in such Equity Income, and will do all acts and execute and deliver, or cause to be executed and delivered, all agreements, documents and instruments that Fantex may reasonably require, and take all further steps relating to the Equity Income and such security interest that Fantex may reasonably require, to perfect such security interest and Fantex’s rights therein and hereunder.

“Distributions” means any gross monies or other consideration received by Participant as a result of Participant receiving, holding, transferring, selling and/or otherwise disposing of any stock or other equity interest issued pursuant to any Brand Income Contract (whether as Equity Income or pursuant to any equity purchased pursuant to a Brand Investment

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Opportunity), including, without limitation any distributions, dividends, profit payments, proceeds resulting from the sale, lease, license, exchange, liquidation or other disposition of any equity or assets of the issuer of such Equity Income or Brand Investment Opportunity, or otherwise.

(ii)                      Co-Investment Opportunity:  In the event that Participant receives, pursuant to any Brand Income Contract, the right or opportunity to invest in any other Person, including the right to purchase any stock or other equity interests (including membership interests and partnership interests) (each, a “Brand Investment Opportunity”), then the following shall apply, subject to clause (e) of this Section 2.B.(ii):

(a)               Notice and Response:

(1)                     Participant shall provide reasonable advance written notice (an “Investment Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant receives any Brand Investment Opportunity, including all details reasonably necessary for Fantex to evaluate such Brand Investment Opportunity.

(2)                     Fantex will use commercially reasonable efforts to respond to each Investment Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (x) participate in the applicable Brand Investment Opportunity by being issued and holding a direct equity interest in the applicable issuer of such equity (“Direct Fantex Co-Investment”) in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable to such Brand Investment Opportunity (any of the foregoing, a “Fantex Co-Investment Interest”), or (y) indirectly participate in the applicable Brand Investment Opportunity as described in Section 2.B.(ii)(d), and subject to Section 2.B.(ii)(e), below (“Indirect Fantex Co-Investment”).

(3)                     If Fantex fails to timely respond to any Investment Deal Notice, then Fantex shall be deemed to have expressly rejected participating as either a Direct Fantex Co-Investment or an Indirect Fantex Co-Investment with respect to such Brand Investment Opportunity, and elected instead to not participate in such Brand Investment Opportunity.

(4)                     If the terms and conditions with respect to any Brand Investment Opportunity change from what were previously presented to Fantex in any Investment Deal Notice, then Participant shall provide a new Investment Deal Notice to Fantex with the updated terms and conditions, and this Section 2.B.(ii)(a) shall apply to such new Equity Deal Notice.

(b)               Fantex Participation; Reimbursement of Costs:

(1)                     If Participant is required to make any payment as consideration for any equity interest being issued in connection with such Brand Investment Opportunity (e.g., without limitation, payments required for the purchase of any such equity interests) (a “Purchase Payment”), and Fantex elects to participate in such Brand Investment Opportunity either as a Direct Fantex Co-Investment or an Indirect Fantex Co-Investment, then Fantex shall contribute to Participant or such other Person as the Parties may mutually agree depending on the structure of the Indirect Fantex Co-Investment (in the case of an Indirect Fantex Co-Investment), or pay directly to the applicable issuer (in the case of a Direct Fantex Co-Investment) an amount equal to the product of the Brand Percentage multiplied by such Purchase Payment timely and in accordance with the terms of the applicable Brand Income Contract relating to such

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Brand Investment Opportunity (which shall be deemed to include any subscription agreement, purchase agreement or other agreement pursuant to which Participant and Fantex, if applicable, participates in such Brand Investment Opportunity).

(2)                 In addition, to the extent that Participant would incur any additional cost or expense resulting from Fantex participating (whether via Direct Fantex Co-Investment or Indirect Fantex Co-Investment) in such Brand Investment Opportunity (including, without limitation, costs relating to the structuring or documentation of any joint ventures, investment vehicles, special purpose entities or similar relationships between the Parties to hold the securities relating to such Brand Investment Opportunity), then Fantex shall pay directly, or reimburse Participant for, such incremental costs incurred by Participant (i.e., over and above such amounts that Participant would have incurred but for Fantex’s participation).

(c)                Direct Fantex Co-Investment.  If Fantex elects to participate in a Direct Fantex Co-Investment, then Participant shall use commercially reasonable efforts to cause the issuer of such equity to issue the applicable Fantex Co-Investment Interest directly to Fantex; provided, however, that if (after such efforts by Participant) such issuer does not agree to issue the applicable Fantex Co-Investment Interest directly to Fantex, then Fantex shall instead participate via an Indirect Fantex Co-Investment with respect to such Brand Investment Opportunity as provided in Section 2.B.(ii)(d) below.  If Fantex participates in a Direct Fantex Co-Investment and Participant is required to execute any documentation (including without limitation, subscription agreements and purchase agreements) in connection with such Brand Investment Opportunity, then Fantex shall be required to execute substantially similar documentation, as applicable.

(d)               Indirect Fantex Equity.

(1)                     If Fantex participates in a Brand Investment Opportunity via an Indirect Fantex Co-Investment (whether by Fantex’s election, or because the issuer of the equity interest related to such Brand Investment Opportunity does not agree to permit a Direct Fantex Co-Investment), then, without limiting Fantex’s obligations under Section 2.B.(ii)(b) above, (y) Fantex shall be entitled to receive as part of the Brand Amount hereunder an amount equal to the Brand Percentage of any Distributions to Participant with respect to such Brand Investment Opportunity, and (z) upon Fantex’s request, Participant will grant to Fantex a security interest in such equity acquired pursuant to such Brand Investment Opportunity, and will do all acts and execute and deliver, or cause to be executed and delivered, all agreements, documents and instruments that Fantex may reasonably require, and take all further steps relating to the Brand Investment Opportunity and such security interest that Fantex may reasonably require, to perfect such security interest and Fantex’s rights therein and hereunder.  For the avoidance of doubt, and notwithstanding anything to the contrary contained elsewhere in this Section 2.B.(ii), it is the mutual intention of the Parties (to be interpreted in the broadest possible manner) that Participant shall not have, incur or suffer any liability, responsibility, damage, cost or expense, including, without limitation, any self-employment taxes payable by Participant, or the amount of any payroll, medicare or FICA taxes or other deductions or payments required to be made to any federal, state or local government, in connection with Fantex participating in a Brand Investment Opportunity via an Indirect Fantex Co-Investment (collectively, a “Transaction Liability”), regardless of its structure or the events or circumstances leading thereto, in excess of the Transaction Liabilities that Participant would have had, incurred or suffered had Fantex not participated in such Brand Investment Opportunity (such excess, the “Incremental Cost”).  Furthermore, if any Indirect Fantex Co-Investment

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results in Participant incurring any Incremental Cost, then, within five (5) business days after delivery by Participant to Fantex of reasonably satisfactory supporting documentation, Fantex shall pay Participant an amount equal to such Incremental Cost.

(2)                     In the event that Fantex elects to participate in a Brand Investment Opportunity other than via a Direct Fantex Co-Investment, then (without limiting the effect of Section 2.B.(ii)(d)(1) with respect with respect to Incremental Costs), the Parties shall in good faith use best efforts to structure such transaction in a manner that is efficient to both Parties from an overall tax and expense perspective.

(e)                Non-Customary Endorsement Services.  Notwithstanding anything to the contrary contained elsewhere in this Section 2.B.(ii), in the event that Participant receives a Brand Investment Opportunity and such Brand Investment Opportunity will allow Participant to make an investment at less than fair market value (a “Discounted Brand Investment Opportunity”) and such Discounted Brand Investment Opportunity was offered as a result of Participant performing or being obligated to perform services that are not customary within celebrity endorsement transaction standards (e.g., without limitation, agreeing and providing for a third party to accompany Talent to an awards ceremony or a sporting event, concert or other live performance) (“Off-Market Endorsement Services”), then Fantex and Participant will negotiate in good faith to determine at what price and on what other terms Fantex will be permitted to exercise its co-investment right in the Discounted Brand Investment Opportunity, with the understanding that Fantex’s investment amount relative to the full cash amount of the Discounted Brand Investment Opportunity payable by Participant will represent a percentage of such Discounted Brand Investment Opportunity that is greater than the Brand Percentage, after taking into account the value of the Off-Market Endorsement Services.  In the event that there is any ambiguity as to whether an activity is an Off-Market Endorsement Service required of Participant, the Parties shall discuss in good faith and seek to resolve such matter.  In the event that a resolution is not met within 30 days after initial notice by either Party to the other regarding such activity, then either Party shall be free to refer such matter to arbitration for resolution pursuant to the terms of Section 16.5 of the Standard Terms and Conditions.

C.            Merchandise Income: In the event that Participant receives Merchandise Income, then the Brand Income applicable to such Merchandise Income shall be equal to the fair market value of such goods or services determined as follows: (a) the Parties shall seek to reach mutual agreement of such value within ten (10) business days after receipt thereof by Participant, and (b) if the Parties fail to reach such agreement within such period of time, then the Parties shall engage an independent third party appraiser (if the Parties fail to mutually agree on an appraiser within five business days, then either Party may petition JAMS to promptly appoint such an appraiser), and the Parties shall be bound by the determination of any such appraiser, which shall be delivered in writing within fifteen (15) days after the appraiser’s selection or appointment.  The cost and expenses associated with such an appraiser (and any petition to JAMS) shall be shared by the Parties in proportion to their respective interest in such Brand Income (i.e., Fantex shall pay a portion of such costs and expenses equal to the Brand Percentage).

For the avoidance of doubt, the following sources of revenue shall not be included in Brand Income:

a.              Any revenues resulting from Participant’s investments in stocks or other equity, bonds, commodities, derivatives, debt, franchises or real estate, so long as such stocks or other equity, bonds, commodities, derivatives, debt investments, franchises and real estate are not received by Participant as compensation for activities (including licensing of rights) in the Field.

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b.              Any income earned from employment, services rendered or other activities not in the Field (including, without limitation, any income (i) related to Talent’s performance as a painter, sculptor or artist in any other fine or graphic arts medium, (ii) of Gallery 85 or any other art gallery owned by Participant or (iii) any school for the arts established in part by Participant or his Affiliates, whether charitable or for profit, regardless of whether Participant’s Persona is used to market or promote such school).

c.               Subject to Section 11 of the Letter Agreement, any income of: (1) the ▇▇▇▇▇▇ ▇▇▇▇▇ Foundation or (2) any other charitable foundation or organization as a result of personal services performed by Talent.

d.              Any reasonable reimbursement of incidental expenses actually incurred by Participant, including travel, lodging, per diem and other incidental expenses, or the value of any such items paid by a third party on Participant’s behalf.

e.               Any Excluded Income.

Examples (Brand Income)

Examples of income that would be Brand Income include, without limitation, the following:

·                  ▇▇ ▇▇▇▇ received an equity stake in Energy Brands as part of an endorsement deal for Vitamin Water, which would be considered Brand Income because it was consideration for ▇▇ ▇▇▇▇’▇ endorsement.

·                  ▇▇▇▇▇ ▇▇▇▇▇▇▇ founded ▇▇▇▇▇ ▇▇▇▇▇▇▇ Enterprises to provide entertainment, products and services to urban communities. A portion of ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ income and equity value in ▇▇▇▇▇ ▇▇▇▇▇▇▇ Enterprises would be considered Brand Income of ▇▇▇▇▇ ▇▇▇▇▇▇▇ to the extent that they directly relate to ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ career as a basketball player.  For example, profits from any basketball camps owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ Enterprises would be deemed Brand Income because they are in the Field, they directly relate to ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ skills as a basketball player, and operating basketball camps is an activity typically undertaken by a professional basketball player.  However, profits from 24-Hour Fitness clubs owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ Enterprises (but not bearing or branded with the ▇▇▇▇▇ ▇▇▇▇▇▇▇ name) would not be considered Brand Income because ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ name and likeness are not used to promote the clubs.  Finally, profits from businesses owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ such as movie theaters, restaurants and coffee shops, regardless of whether they bear or are branded with the ▇▇▇▇▇ ▇▇▇▇▇▇▇ name, would not be considered Brand Income, because those types of businesses are not in the Field.

·                  Talent plays any role on an episode of a television drama or sitcom.  Compensation paid to Talent for his performance in such episode would be considered Brand Income.

·                  Talent plays any role in a motion picture (or a made for TV movie, or a feature film distributed over the Internet).  Compensation paid to Talent for his performance in such motion picture would be considered Brand Income.

·                  Talent becomes the host of The Tonight Show.  Compensation paid to Talent for his services as a talk show host for The Tonight Show would be considered Brand Income.

·                  Talent receives a car lease worth $12,000 (i.e., value of monthly lease of $1,000) in exchange for endorsement services for a local car dealership, a $25,000 clothing allowance from an apparel company in exchange for endorsement services, and $3,000 worth of products and service plans from a wireless phone carrier (i.e., a total of $40,000 of Merchandise Income) in exchange for endorsement services.  All of such Merchandise Income would be included in Brand Income.  However, solely for purposes of calculating the Brand Amount, Participant would be entitled to deduct from its Brand Income for such year all of such Merchandise Income under its Merchandise Income Deduction (assuming that such amount is less than 4% of all Brand Income earned by Participant that year).  If, in addition to the foregoing Merchandise Income, Participant

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also received computer equipment in exchange for endorsement services from a retailer with a fair market value of $5,000, then such $5,000 of Merchandise Income would not be deductible from Brand Income for such year because it exceeds the amount of the allowable Merchandise Income Deduction.

·                  Talent receives a 2014 Chevrolet Corvette Stingray as the Super Bowl XLVIII Most Valuable Player.  The cash value of the MSRP of the Corvette would be considered Brand Income because it was earned by Talent for his performance as a Professional Athlete.  However, solely for purposes of calculating the Brand Amount, up to $40,000 (or 4% of all Brand Income, if less than $40,000) of such value would be deductible from Brand Income for such calendar year under the Merchandise Income Deduction for such year.

Examples of types of income that would not be Brand Income include, without limitation, the following:

·                  ▇▇▇▇ ▇▇▇▇▇ received an equity stake in Fantex Holdings, Inc., the parent company of Fantex, because he serves on the board of directors.  ▇▇▇▇ ▇▇▇▇▇’▇ equity stake in Fantex Holdings, Inc. would not be considered Brand Income because his service as a director of Fantex Holdings is not directly in the Field and ▇▇▇▇ ▇▇▇▇▇’▇ selection was attributable to qualifications other than his performance in professional football.

·                  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ formed the Staubach Corporation, which became a leading provider of corporate real estate services. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ income and equity value in the Staubach Corporation, including the sale to ▇▇▇▇▇ ▇▇▇▇ LaSalle in 2008, would not be considered Brand Income because this business is not in the Field and the success of the enterprise was attributable to qualifications other than his performance in professional football.

·                  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ served as the governor of California from 2003 to 2011. His income from the state of California would not be considered Brand Income because it is not in the Field.

·                  ▇▇▇▇▇ ▇▇▇▇▇ was employed as an elementary school teacher and in various positions at the U.S. Treasury and Justice Departments. Her employment as a teacher and various positions at the U.S. Treasury and Justice Departments would not be considered Brand Income because such employment was based on her educational background, training and professional skills unrelated to gymnastics, and her salary did not exceed the ordinary amount paid to employees in such position with a similar educational background, training and professional skills and is not in the Field.

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EXHIBIT C

Fantex Brand Agreement

Standard Terms and Conditions

2

3

4

5

6

7

8

9

10

Confidential

Exhibit D:  Form of Closing Certificate

CLOSING CERTIFICATE

[DATE]

Reference is made to that certain Brand Agreement, by and among Fantex, Inc. (“Fantex”), [INSERT TALENT NAME] and [INSERT COMPANY NAME] (jointly and severally as “Participant”), effective as of [·] (the “Brand Agreement”).  All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Brand Agreement.

The undersigned, [INSERT TALENT NAME], certifies in his individual capacity and on behalf of [INSERT COMPANY NAME] to Fantex that he has carefully examined the Brand Agreement, the Participant Questionnaire and the Personal Information Schedule and that:

1.                          the statements included in the Participant Questionnaire remain true and correct (except as disclosed on Schedule 3 of the Personal Information Schedule) as of the date hereof;

2.                          Participant has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Brand Agreement in all material respects at or prior to the Closing; and

3.                          since the date of the most recent Personal Information Schedule, the undersigned has not become aware of any condition, restriction, disability or obligation (whether physical, legal or contractual) that is described in Section 6.2 of the Standard Terms and Conditions attached as Exhibit C to the Brand Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first set forth above.

Confidential

Exhibit E:  Quarterly Report

Form of report to be mutually agreed by the Parties, and include at least the following details:

·                  detail all Brand Income earned during such quarter and provide a description of any material changes in the amount of revenue of the most recent quarter as compared to the same quarter in the previous year;

·                  detail the calculation of each Brand Amount with respect to such Brand Income;

·                  list all Brand Income Contracts entered into / terminated / amended, etc. during the quarter (and provide copies to the extent not previously provided);

·                  describe details regarding any condition, restriction, disability or obligation (whether physical, legal or contractual) that is described in Section 6.2 of the Standard Terms and Conditions attached as Exhibit C to the Agreement;

·                  certification that certain publicly available facts about the Participant provided by Fantex to Participant in writing are correct and that all facts previously certified by the Participant remain correct (provided, that Fantex provides Participant with a list of all such previously certified facts); and

·                  certification that the statements included in the Participant Questionnaire remain true and correct as of the date of such report (or provide any details with respect to any exceptions of such statements) or provide a detailed description of facts or circumstances that have changed to make the statements in the Participant Questionnaire untrue.

Confidential

Exhibit F:  Spousal Consent

(only required if Participant is married)

I, [                        ], being the spouse of [INSERT TALENT NAME], who is a signatory to that certain Brand Agreement dated as of [INSERT DATE] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Agreement), in connection with a potential securities offering linked to the value of the Brand Amounts as set forth in greater detail in the Agreement.  I have had the opportunity to consult with legal counsel regarding this consent and the Agreement; and I am aware that pursuant to the provisions of the Agreement, my spouse agrees to grant a percentage of my spouse’s Brand Income in the form of all right, title and interest in the Brand Amounts to Fantex, which may include community property interest I may have thereof, if any.  I hereby consent to such grants of the Brand Amounts and approve of the provisions of the Agreement and any actions or performance arising therefrom, as applicable, to the extent the same affects any of my community property interest, if any. I further agree that my spouse may join in any future amendment, restatement, supplement or modification of the Agreement or any ratification of the foregoing in each case without any further consent from me.

This Spousal Consent shall be binding on the undersigned and on the undersigned’s successors, assigns, representatives, heirs and legatees.

Confidential

Exhibit G:  Form of Irrevocable Payment Instructions

IRREVOCABLE PAYMENT INSTRUCTIONS

[DATE]

[BRAND INCOME SOURCE]

[ADDRESS]

Attn:  [NAME]

Re:                             Payment of Amounts to Fantex, Inc. (“Fantex”)

Ladies and Gentlemen:

[INSERT PARTICIPANT NAME] (“Participant”) has entered into an agreement with Fantex pursuant to which, among other things, Participant has assigned all right, title and interest in and to an amount equal to [                  ] percent ([    ]%) of all gross monies or other consideration of any type (the “Brand Amount”) that Participant may earn from [BRAND INCOME SOURCE] (“Company”) pursuant to [INSERT DESCRIPTION OF BRAND INCOME CONTRACT] (the “Agreement”).

Notwithstanding anything to the contrary contained in the Agreement or any prior instructions received by Company, unless and until Company receives written instructions from Fantex to the contrary, effective as of the date of this letter all Brand Amounts from any amounts payable by Company to Participant pursuant to the Agreement shall be delivered concurrent with any payment of the remaining amounts due to Participant, by federal funds wire transfer or electronic depository transfer directly to the following bank account:

[INSERT WIRE INSTRUCTIONS]

In the event Company receives any different instructions from Fantex with respect to the disposition of Brand Amounts, (a) Company is hereby irrevocably authorized and directed to follow such instructions, without inquiry as to Fantex’s right or authority to give such instructions.  Fantex acknowledges that any instructions from Fantex to Payment Source must be sent to [                                        ], Attention:  [                ]; and (b) such instructions shall only provide for Brand Amounts to be sent to a single deposit account of Fantex.

Except only as expressly provided herein with respect to the applicable deposit instructions, this Irrevocable Payment Instructions cannot be changed, modified, or terminated, except by written agreement signed by Fantex, Payment Source and Participant.

Please acknowledge your receipt of, and agreement to, the foregoing by signing in the space provided below.