Fantex Brand Agreement

1.

Defined Terms.  The following terms have the meanings specified or referred to in this Section 1:

1.1. “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.

1.2. “Agreement” means this Fantex Brand Agreement, together with all exhibits, schedules and related documents attached hereto or referenced herein, including:

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Exhibit A:  Participant Questionnaire;

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Exhibit B:  Exclusions from and Examples of “Brand Income”;

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Exhibit C:  Standard Terms and Conditions;

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Exhibit D:  Closing Certificate;

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Exhibit E:  Quarterly Report;

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Exhibit F:  Spousal Consent; and

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Exhibit G:  Form of Irrevocable Payment Instructions.

1.3. “Brand Affiliate” means any Affiliate of Participant, and any agency, agent or other third-party representative that receives Brand Income or enters into Brand Income Contracts on behalf of Participant.

1.4. “Brand Amount” means an amount equal to the product obtained by multiplying (a) any and all Brand Income (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), less Excluded Income and any applicable Merchandise Income Deduction, by (b) the Brand Percentage.

1.5. “Brand Percentage” means fifteen percent (15.0%).

1.6. “Brand Income” means any and all Gross Monies that are earned by and payable to Participant after October 25, 2105 as a result of Participant’s activities (including licensing or assignment of rights) in the Field, including (a) Distributions in connection with any Indirect Fantex Equity or Indirect Fantex Co-Investments, and (b) an amount equal to the fair market value of any Merchandise Income, determined in accordance with Section 10.

1.7. “Brand Income Contract” means any Contract to which Participant or Brand Affiliate is or becomes a party under which Participant either is obligated to perform any services or grants rights in Participant’s Persona in exchange for any consideration, 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.  For the avoidance of doubt, any life, disability or injury insurance policy covering Talent is expressly excluded from the definition of Brand Income Contract.

1.8. “Brand Investment Opportunity” has the meaning set forth in Section 8.

1.9. “Closing” has the meaning set forth in Section 5.1.  

1.10. “Company” has the meaning set forth in the preamble to this Agreement.

1.11. “Contract” means any contract, commitment, or other arrangement or understanding (and all amendments and supplements thereto), whether written or oral.

1.12. “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).

1.13. “Direct Fantex Co-Investment” has the meaning set forth in Section 8.1.2.

1.14. “Direct Fantex Equity” has the meaning set forth in Section 7.1.2.  

1.15. “Distributions”  means any Gross Monies 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 Opportunity), including 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.

1.16. “Effective Date” means the date as set forth in the preamble to this Agreement.

1.17.  “Equity Deal Notice” has the meaning set forth in Section 7.1.1.

1.18. “Equity Income” has the meaning set forth in Section 6.

1.19. “Escrow Holdback” means an amount equal to 5% of the Purchase Price (i.e., $153,000).

1.20. “Excluded Income” means all Brand Income of Participant described on Schedule 1.20 attached to this Agreement.

1.21. “Exercise Payment” has the meaning set forth in Section 7.2.1.  

1.22. “Fantex Co-Investment Interest” has the meaning set forth in Section 8.1.2.

1.23. “Fantex Equity Interest” has the meaning set forth in Section 7.1.2.  

1.24. “FBS” means Fantex Brokerage Services, LLC, an Affiliate of Fantex.

1.25. “Field” means: (a) any activities in or substantially related to the Principal Business, including Talent’s employment as a Professional Athlete; (b) any and all of Participant’s activities, including any use of Participant’s Persona, in connection with motion pictures, audio-visual

programming (for television, Internet or otherwise), radio, music, literary, talent engagements, personal appearances, public appearances, records and recording, or publications; (c) any use of Participant’s Persona, including for purposes of advertising, merchandising, or trade (e.g., sponsorships, endorsements, appearances, etc.); and (d) any activities of Participant, which are of the type typically performed by individuals in the Principal Business arising out of or relating to being or having been a Professional Athlete or other professional within the Principal Business (e.g., sports casting, coaching, participating in sports camps, acting as spokesperson, etc.)  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 thirty (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 17.5 of the Terms and Conditions.

1.26. “FINRA” means the Financial Industry Regulatory Authority, Inc.

1.27. “Gift” means a transfer of personal property or cash, made voluntarily and without consideration; provided however, that a Gift does not include personal property or cash transferred to Participant, that is reportable on Participant’s tax return, for performance in the Field. 

1.28.  “Good Reason”  means Talent’s voluntary retirement or resignation from his employment as a Professional Athlete for any of the following reasons: (a) Talent suffers or sustains a Major Injury which renders Talent incapable of performing as a Professional Athlete; or (b) Talent suffers or sustains a Major Injury after the Closing and a qualified medical doctor (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.

1.29. “Gross Monies” means any and all gross monies or other consideration of any type, including prize money, salaries, earnings, fees, royalties, bonuses, shares of profit, shares of stock, partnership interests, percentages and the total amount paid to Participant, and/or received by Participant or Participant’s heirs, executors, administrators or assigns, or by any other Person on Participant’s behalf, net of (a) any reasonable and documented out-of-pocket legal, accounting, or other professional fees incurred by Participant in connection with securing, negotiating or preparing any Brand Income Contract which are not reimbursed or reimbursable, including pursuant to the terms of such Brand Income Contract, (b) 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 Five Thousand Dollars ($5,000) per Brand Income Contract (or $10,000 per Brand Income Contract if international travel is necessary or appropriate in connection with acquiring such Brand Income Contract), to the extent actually paid by Participant and not reimbursed or reimbursable, including pursuant to the terms of such Brand Income Contract.  For the avoidance of doubt, the Parties agree that each of the following categories of economic benefit shall be deemed to be expressly excluded from the definition of “Gross Monies”: (i) subject to the terms of section 17.11 of Exhibit C, any and all donations made by any Person, whether cash or in-kind, to any charitable foundation or not-for-profit golf camp Controlled by Participant or to which Participant provides personal services or grants the right to use Participant’s Persona; (ii) any and all Gifts to Talent; and (iii) the value of any and all standard employee benefits to which Participant is entitled pursuant to the terms of his employment (including any benefits under any applicable collective bargaining agreement or otherwise),  the policies of his employer or membership on any Tour in effect from time to time.

1.30. “Gross Proceeds” means an amount equal to the Purchase Price plus the product of the Purchase Price multiplied by the Underwriting Commission.

1.31. “Incremental Cost” has the meaning set forth in Section 8.4.1.

1.32. “Indirect Fantex Co-Investment” has the meaning set forth in Section 8.1.2. 

1.33. “Indirect Fantex Equity” has the meaning set forth in Section 7.1.2.  

1.34. “Investment Deal Notice” has the meaning set forth in Section 8.1.1. 

1.35. “Tour” means any professional golf tour (i.e., the PGA Tour) and its successors and assigns.

1.36. “Major Injury” means any injury, illness or medical condition sustained or incurred after the Closing.

1.37. “Merchandise” means any product, merchandise, services, service plans, transportation, lodging, accommodations, or credits for any of the foregoing.

1.38. “Merchandise Income” means any Brand Income in the form of Merchandise.

1.39. “Merchandise Income Deduction” means an annual (calendar year) deduction from Brand Income solely for the purpose of determining the Brand Amount for each calendar year (commencing on the Effective Date), equal to the sum of (a) the fair market value of Merchandise Income, up to the lesser of (i) forty thousand dollars ($40,000) and (ii) four percent (4%) 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.

1.40. “Net Proceeds” means an amount equal to the Gross Proceeds, less the Underwriting Commission.  

1.41.  “Nonrecurring Brand Income” means the Brand Income payable to Participant under any Brand Income Contract pursuant to which Participant is entitled to receive fewer than five (5) installment payments per calendar year.

1.42. “Offering” means an offering of the Series (on a standalone basis or as part of a “unit” consisting of one or more tracking stocks) to the public pursuant to the Registration Statement.

1.43. “Outside Date” has the meaning set forth in Section 4.2.

1.44. “Owned Business Notice” has the meaning set forth in Section 9.1.1.

1.45. “Participant” has the meaning set forth in the preamble to this Agreement.

1.46. “Participant’s Persona” means Participant’s name, voice, likeness, image, caricature, biography, signature (including facsimile signature), or live, photographed or recorded performance.

1.47. “Participant’s Tour” means the Tour(s) where Talent competes as a Professional Athlete from time to time.

1.48. “Participant Owned Business” means any business or commercial venture (of whatever form, including sole proprietorship, partnership, limited liability company, corporation, franchise, etc.) that (a) is owned in whole or part, directly or indirectly, by Participant (other than as a Passive Investment) and not as a result of any Brand Income Contract, and (b) conducts operations or activities in or substantially related to the Principal Business, or otherwise uses Participant’s Persona in its legal name or “dba,” or in any material respect in its marketing, advertisement or promotion of its business.

1.49. “Party” and “Parties” has the meaning set forth in the preamble to this Agreement.

1.50. “Passive Investment” means any investments by Participant of any kind, including, without limitation, stocks or other equity, bonds, commodities, derivatives, debt or real estate, so long as

(a) such investment is not received by Participant as compensation or consideration for activities (including licensing or assignment of rights) in the Field, (b) Participant is not obligated to provide any services related to the Field in connection with such investment (or the business or commercial venture related to such investment) and (c) the business or commercial venture related to such investment does not use Participant’s Persona in its legal name or “dba,” or in any material respect in its marketing, advertising or promotion.  For the avoidance of doubt, revenues, investment returns or other amounts received by Participant arising from Passive Investments are not Brand Income.

1.51.  “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).

1.52. “Personal Information Schedule” refers to the schedule of information provided by Participant to Fantex in a separate document to this Agreement as of the Effective Date, including Schedules 1 through 3 as referenced in the Participant Questionnaire attached hereto as Exhibit A.  

1.53. “Pre-Closing Brand Amount” has the meaning set forth in Section 6.3.  

1.54. “Purchase Price” means Three Million Sixty Thousand Dollars ($3,060,000).

1.55. “Purchase Payment” has the meaning set forth in Section 8.2.1.  

1.56. “Principal Business” means the sport of golf, at the professional, college or other level, regardless of the country in which it is played or the tournaments, events, Tour, association or other governing body, as applicable.

1.57. “Professional Athlete” means a professional golfer.  

1.58. “Registration Statement” means a registration statement for the Series on Form S-1 filed with the SEC.

1.59. “SEC” means the United States Securities and Exchange Commission.

1.60. “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.61. “Series” means of a series of Fantex’s securities linked in whole or in part to the value of the Brand Amount.

1.62.  “Talent” has the meaning set forth in the preamble to this Agreement.

1.63. “Term” has the meaning set forth in Section 13.

1.64. “Termination Date” has the meaning set forth in Section 11.1.  

1.65. “Terms and Conditions” means the Fantex Brand Agreement Standard Terms and Conditions in the form attached to this Agreement as Exhibit C.

1.66. “Transaction Liability” has the meaning set forth in Section 8.4.1.

1.67. “Underwriters” means FBS and such other underwriters selected by Fantex.

1.68. “Underwriting Commission” means the underwriting commissions payable to the Underwriters in connection with the Offering, not to exceed seven percent (7%).

2.

Purchase Price. 

2.1. 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 during the Term, Fantex shall pay Participant an amount equal to

the Purchase Price, less only the sum of the Escrow Holdback and the Pre-Closing Brand Amount within three (3) business days of the Closing.    

2.2. The Escrow Holdback shall be deposited into an escrow account established in accordance with Section 5 of the Terms and Conditions.

3.

Offering. 

3.1. Subject to the terms and conditions of this Agreement, Fantex will use commercially reasonable efforts to conduct the Offering and effectuate the Closing as promptly as practicable after the Effective Date.

3.2. Fantex hereby represents, warrants and covenants, as applicable, that following the completion of the Offering (if it occurs): (a) the Series shall be publicly traded on an exchange, over-the-counter market or alternative trading system registered with the SEC, (b) FBS shall be a broker-dealer registered with the SEC, and (c) FBS shall be a member of FINRA.    

3.3. Upon Participant’s reasonable request from time to time after the commencement of the Offering, Fantex shall provide to Participant information regarding the progress in connection with the Offering and demand for the Series.

4.

Financing.  

4.1. 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 Fantex.  

4.2. 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 (a) the date that is one month after the effectiveness of the Registration Statement and (b) June 30, 2016 (the “Outside 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. 

5.

Closing. 

5.1. The consummation of the transactions contemplated by this agreement (the “Closing”) shall occur on such date as shall be reasonably determined by Fantex, 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 4.1.    

5.2. Upon Closing, Participant will execute and provide to Fantex a written certification in the form attached as Exhibit D.

6.

Brand Amount; Assignment for Security; Deferral of Brand Income. 

6.1. Except (a) with respect to Brand Income in the form of stock or other equity interests (which is addressed in Section 7) or (b) as otherwise agreed in writing by Fantex in its sole discretion (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 other provisions of this Agreement and the Terms and Conditions (including Section 4.1 thereof).  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.  

6.2. As soon as reasonably practicable 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 (a) execute and deliver to each payor of Brand Income (other than payors of Nonrecurring Brand Income) under all contracts existing at such time an irrevocable payment instruction in the form attached as Exhibit G, and (b) 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 (x) any part of the Brand Amount is resulting from Nonrecurring Brand Income, (y) it is not commercially practical, without unreasonable burden to Participant, for installments of the Brand Amount to be delivered directly to Fantex, or (z) 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 Income) pursuant to the timing and other terms as set forth in Section 4.1 of the Terms and Conditions.

6.3. Notwithstanding anything to the contrary herein, to the extent that Participant receives any Brand Income after October 25, 2015 but prior to the Closing, then no later than five (5) business days before 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 (the “Pre-Closing Brand Amount”) prior to the Closing, which Pre-Closing Brand Amount shall be deducted from (i.e., set off against) the Purchase Price to be paid to Participant hereunder.

6.4. 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.

7.

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:

7.1. Notice and Response:    

7.1.1. 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. 

7.1.2. 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 7.4 (“Indirect Fantex Equity”).    

7.1.3. 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. 

7.1.4. If the terms and conditions with respect to any Equity Income change in any material respect 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 7.1 shall apply to such new Equity Deal Notice.

7.2. Fantex Participation; Reimbursement of Costs: 

7.2.1. If Participant is required to make any payment in consideration for such Equity Income (e.g. 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 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).    

7.2.2. 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 7.2.2 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).    

7.2.3. In addition, to the extent that Participant incurs any necessary and reasonable 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) within fifteen (15) days after Fantex receives an invoice from Participant for such amount. 

7.3. 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 (and such efforts shall be deemed to be satisfied if Participant or his representatives attempt to arrange for an introduction (including via electronic communications) between representatives of Fantex and representatives of such issuer); 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 7.4.  If Fantex receives Direct Fantex Equity and Participant is required to execute any documentation (including subscription agreements, warrants and option agreements) for such Equity Income, then Fantex shall be required to execute substantially similar documentation, as applicable.

7.4. 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 7.2, (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.

8.

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:

8.1. Notice and Response:    

8.1.1. 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.    

8.1.2. 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 (a) 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 (b) indirectly participate in the applicable Brand Investment Opportunity as described in Section 8.4 (“Indirect Fantex Co-Investment”).    

8.1.3. 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. 

8.1.4. 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 8.1 shall apply to such new Equity Deal Notice.

8.2. Fantex Participation; Reimbursement of Costs: 

8.2.1. 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., 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 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).    

8.2.2. In addition, to the extent that Participant would incur any necessary and reasonable 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 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) within fifteen (15) days after Fantex receives an invoice from Participant for such amount.

8.3. 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 (and such efforts shall be deemed to be satisfied if Participant or his representatives attempt to arrange for an introduction (including via electronic communications) between representatives of Fantex and representatives of such issuer); 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 8.4.  If Fantex participates in a Direct Fantex Co-Investment and Participant is required to execute any documentation (including subscription agreements and purchase agreements) in connection with such Brand Investment Opportunity, then Fantex shall be required to execute substantially similar documentation, as applicable.

8.4. Indirect Fantex Equity.    

8.4.1. 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 8.2, (a) 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 (b) 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 8, 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 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 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.

8.4.2. 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 8.4.1 

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.

9.

Participant Owned Businesses.   In the event that Participant intends to invest in (alone or with others) or establish a business that would qualify as a Participant Owned Business after the closing of such investment, prior to the end of the calendar year in which Participant turns 55, then the following shall apply:

9.1. Notice and Response.    

9.1.1. Participant shall provide reasonable advance written notice (an “Owned Business Notice”) to Fantex prior to commencing or investing in any business that would meet the definition of a Participant Owned Business, including all details reasonably requested by Fantex in writing, which are necessary for Fantex to evaluate such Participant Owned Business.    

9.1.2. Fantex will use commercially reasonable efforts to respond to each Owned Business Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to participate in the applicable potential Participant Owned Business by being issued and holding an equity interest in the Participant Owned Business in an amount calculated by multiplying the Brand Percentage by the shares, membership interests, units (or other reasonable means of measurement) of such Participant Owned Business to be held by Participant. 

9.1.3. If Fantex fails to timely respond to any Owned Business Notice, then Fantex shall be deemed to have expressly rejected participating in the Participant Owned Business. 

9.1.4. If the details of any Participant Owned Business change from what were previously presented to Fantex in any Owned Business Notice, then Participant shall provide a new Owned Business Notice to Fantex with the updated terms and conditions, and this Section 9.1 shall apply to such new Owned Business Notice.

9.2. Fantex Participation; Reimbursement of Costs. 

9.2.1. If Fantex elects to participate in any Participant Owned Business, then (subject to Section 9.2.5) Fantex shall contribute to the applicable Participant Owned Business an amount of investment capital equal to the product of the Brand Percentage multiplied by the amount of the capital investment to be made by Participant in accordance with the terms contained in the Owned Business Notice (or otherwise mutually agreed by the Parties).  Notwithstanding Fantex’s election to participate in a Participant Owned Business, except as otherwise agreed to in writing by Participant and Fantex, Fantex shall have the same rights or entitlements (on a pro rata basis) with respect to its investment in such Participant Owned Business pari passu with the rights or entitlements of Participant and other rights provided by statute or the charter or other governing documents of such Participant Owned Business.

9.2.2. Fantex shall pay such amounts due under this Section 9.2 within five (5) business days after receipt of notice from Participant detailing such amounts, and provided that Fantex has received delivery of the applicable stock certificates or other documentation evidencing such participation by Fantex prior to, concurrent with or within a commercially reasonable time after such payment being due. 

9.2.3. In addition, to the extent that Participant incurs any additional necessary and reasonable cost or expense resulting from Fantex participating in such Participant Owned Business, then Fantex shall pay, 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) within fifteen (15) days after Fantex receives an invoice from Participant for such amount.

9.2.4. If Participant is required to execute any documentation (including subscription agreements, warrants and option agreements) in connection with any Participant Owned Business, then Fantex shall execute substantially similar documentation, as applicable, in connection with its participation.

9.2.5. If Fantex elects to participate in any Participant Owned Business pursuant to this Subsection 9, but such direct participation by Fantex is not possible for any reason, then the Parties shall cooperate in good faith to devise and implement commercially reasonable means (without causing any undue burden to Participant) for Fantex to indirectly participate and receive the same practical benefit of a direct participation in such investment.

10.

Merchandise Income.  In the event that Participant receives Merchandise Income, then the Brand Income applicable to Participant’s receipt of the associated Merchandise shall be equal to the fair market value of such Merchandise determined as follows: (a) if there is a manufacturer’s suggested retail price (“MSRP”) for such Merchandise, then the value of such Merchandise shall be such MSRP; (b) if there is no MSRP and the value of such Merchandise Income is stated in the related Brand Income Contract, then such stated value shall govern unless Fantex objects thereto in writing  within ten  (10) days after Fantex’s receipt of the related Brand Income Contract; (c) if there is no MSRP and the value of such Merchandise Income is not stated in the related Brand Income Contract or the value is stated but does not approximate fair market value and Fantex objected thereto in accordance with clause (b) of this Section 10, then the Parties shall seek to reach mutual agreement of such value within ten (10) business days after receipt thereof by Participant; and (d) 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 (5) 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).

11.

Claw Back.

11.1. Claw Back.  If Talent ceases to actively pursue a career as a Professional Athlete on a Tour at any time prior to the fifth (5th) 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”).  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 (a) the Purchase Price plus an amount equal to the Gross Proceeds, minus (b) 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.    

11.2. Dispute Resolution.  In the event of any dispute between Fantex and Participant concerning whether there is Good Reason for any retirement or resignation by Talent 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 medical doctor selected by agreement of the Parties or, if no agreement can be reached, then each Party shall select a medical doctor qualified in the field applicable to the claimed Good Reason, and those two medical doctors shall select a third medical doctor qualified in such field to make the final determination regarding such claimed Good Reason.

12.

Limited Brand Income Encumbrances. 

12.1. 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 (a) fifteen percent (15%) of all Brand Income resulting from any employment or player contracts in any given year, and (b) thirty percent (30%) of all other Brand Income in any given year.

12.2. 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.

13.

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 (the “Term”).

14.

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 (a) on the date delivered, if personally delivered or transmitted via facsimile or electronic mail with return confirmation of such transmission; (b) on the business day after the date sent, if sent by recognized overnight courier service and (c) 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:

15.

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

·

Any goods or services received by Talent for which Talent does not receive a Form 1099 or equivalent tax form.

·

Any new Brand Income Contract entered into by Participant following the calendar year in which Participant turns 55. For the avoidance of doubt, any Brand Income Contract that exists prior to the end of the calendar year in which Participant turns 55 that is renewed, extended or replaced after the calendar year in which Participant turns 55 shall not be deemed Excluded Income. Further, this exclusion shall not apply to any appearance fees or prize money earned by Participant for playing golf regardless of age.

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 the 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.

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

Initials

Statement

/s/ SL

1.   I have read and fully understand the terms and conditions of the Agreement, and I have had the opportunity to be represented by an attorney, tax advisor and other professional representatives of my choosing in the review, negotiation and execution of the Agreement and performance of my obligations thereunder.

/s/ SL

2.   I have not made, nor will I hereafter make, any grant, license or assignment whatsoever, which might conflict with or impair the complete enjoyment of the rights and privileges granted to Fantex under the Agreement.

/s/ SL

3. I do not require any consent, approval, authorization or permit from, or filing or notification to, any Person in connection with my execution and delivery of the Agreement, and performance of my obligations thereunder.

/s/ SL

4.   I am not subject to any condition, restriction, disability or obligation (whether physical, legal or contractual), and am otherwise not aware of any material nonpublic information, which could prevent, or materially interfere with my continued participation as a Professional Athlete, and I will promptly disclose the occurrence of any event to Fantex required pursuant to Section 6.2 of the Terms and Conditions.

/s/ SL

5.   I have never been convicted in a criminal proceeding, nor have I been named the subject of a criminal proceeding that is presently pending (excluding only traffic violations and similar minor offenses).

Initials

Statement

/s/ SL

6.   Except only as listed on Schedule 1 of the Personal Information Schedule, no other Person has any right to receive any portion of my Brand Income in the form of any commission, royalty or other payment based on a percentage (or set amount, i.e., a flat fee arrangement based on a specific Brand Income Contract) of some or all of the Brand Income. I have secured all necessary consents to make available for review by Fantex (and have so made available) a complete copy of each Contract (or summary thereof, if an oral Contract) pursuant to which any such payments are owed.

/s/ SL

7.   No other Person has any right to demand or receive any portion of the Brand Income in a manner that conflicts with any rights granted to Fantex under this Agreement with respect to the Brand Amounts.

/s/ SL

8.   I Control all assets of Participant, including, if I have delegated the management of any assets to a third party (“Manager”), then I have also retained the right in my discretion (a) to approve and/or disapprove any decision by a Manager regarding Participant’s assets, and (b) to remove any Manager and/or change Managers at any time.

/s/ SL

9.   To the extent that I have delegated, or during the Term do delegate, the management of any of my assets to a Manager, then throughout the Term (subject only to the death or incapacity of Talent), I will:  (a) retain the right in my discretion to remove any Manager and/or approve or disapprove any decision by a Manager regarding my assets, (b) exercise reasonable control and oversight regarding each Manager’s activities in connection with my assets, and (c) cause any such Manager to comply with the terms and conditions of the Agreement, as applicable.

/s/ SL

10.  I am not a party (plaintiff or defendant) in any lawsuit, government investigation, arbitration or other legal action, and to my knowledge, there is no valid basis for any of the foregoing.

/s/ SL

11.  I am not subject to any judgment, order or decree of any court or other government authority.

/s/ SL

12.  Schedule 2 of the Personal Information Schedule consists of (a) a complete list of all Brand Income Contracts under which Participant is obligated to perform, or from which Participant is entitled to receive any benefit, on or after the Effective Date, and (b) a description of any Participant Owned Businesses. 

/s/ SL

13.  I have provided or made available to Fantex true, correct and complete copies of each written Brand Income Contract, and an accurate detailed written summary of each oral Brand Income Contract.

/s/ SL

14.  I am currently, and during the past three years have been, in compliance with all material terms under each Brand Income Contract, to the extent applicable, and Participant and I have not received any notice regarding any breach, default, termination or attempt to renegotiate, with respect to any Brand Income Contract. 

/s/ SL

15.  I am not aware of any facts or circumstances that would cause the payments under the Brand Income Contracts to be materially less than the amounts specified in the Brand Income Contracts.

/s/ SL

16.  I am not aware of any material breach by any other party under any Brand Income Contract. 

/s/ SL

17.  I have timely paid any taxes, fees or withholdings required by any state or federal or international government authority.  I have also timely filed all forms and documentation required in connection with any such taxes, fees or withholdings. 

Initials

Statement

/s/ SL

18.  I am not, and have not been subject to any audit by a government authority in connection with any taxes or governmental fees.  I am not subject to any unsatisfied judgments or tax liens.

/s/ SL

19.  I have not conducted business, applied for or secured credit in, or received any official government identification under, any name or alias, other than the name listed in Section 1 of the Personal Information Schedule provided by Participant concurrently herewith.

/s/ SL

20.  Neither I, nor any business owned or Controlled by me, has ever declared bankruptcy or settled any debt for less than the amounts actually owed.

/s/ SL

21.  I have the ability to pay all of my debts and obligations as such debts mature and I do not have any present intention to incur debt beyond my ability to pay as such debts mature.

/s/ SL

22.  I am not in violation of, and, subject to the immediately following sentence, throughout the Term will not violate in any material respect, any (a) laws, codes, rules, regulations or ordinances of any foreign, federal, state or local government authority (including with respect to any  improper payments, bribery, taxation or securities laws), the violation of which could reasonably be expected to have a material adverse effect on (i) Participant’s Persona or (ii) receipt of Brand Income by me or any of my Brand Affiliates; or (b) rules, standards or requirements of any Tour, organization, governing body or association to which I am a member or under which I am bound to comply in connection with my participation in the Principal Business as a Professional Athlete (including regarding gambling, anti-doping, or reporting of any injury or incidents), the violation of which could reasonably be expected to have a material adverse effect on (i) Participant’s Persona or (ii) receipt of Brand Income by me or any of my Brand Affiliates. Notwithstanding the immediately preceding sentence, I am agreeing to the covenant contained in the foregoing clause (b) on the express condition that any violation by me of any “on course” rules of play (as stated in the applicable Tour rulebook, as modified from time to time), or the interpretation or enforcement of any of such rules of play, in each case solely to the extent that it relates to my actions during play (regardless of whether any such violation carries with it a fine, suspension or any other economic consequence to me imposed by the Tour or other applicable association), shall not be deemed to be a breach of the foregoing clause (b).

/s/ SL

23.  Without limiting the effect of any statement in this Exhibit A (Participant Questionnaire), all of the documents and information that I have provided, and will provide, to Fantex in connection with the Agreement (including the Personal Information Schedule) are true, correct and complete in all material respects, except with respect to any statement that, by its terms, is already limited as to materiality.  My responses to this questionnaire (and any documents or other information provided by me to Fantex in connection with the Agreement) do not, and will not, contain any untrue statement or fail to state a material fact necessary to not make any of such information not misleading, in light of the circumstances in which it was provided.

/s/ SL

24.  I have disclosed all facts and circumstances that could reasonably be expected to be material to Fantex or a reasonable investor or potential investor in the Series in the context of the transactions contemplated by the Agreement, including any event required to be reported to the Tour, organization, governing body or association to which I am a member or under which I am bound to comply in connection with my participation in the Principal Business as a Professional Athlete.  I acknowledge my ongoing obligations throughout the Term to disclose certain facts and circumstances to Fantex as required pursuant to the terms of this Agreement, including as set forth in Section 6 of the Terms and Conditions.

Initials

Statement

/s/ SL

25.  I have obtained advice from my advisors regarding the legal, tax and accounting consequences of entering into the Agreement, becoming a Fantex participant and the transactions contemplated by the Agreement, and I am not relying on any representation, warranty or statement made by Fantex, or any of its representatives or advisors, regarding such legal, tax and accounting consequences of becoming a Fantex participant and the transactions contemplated by the Agreement.  I acknowledge and agree that Fantex is not, and will not at any time be, an agent or representative to Participant.

·

Talent receives an equity stake in ABC Energy Products, Inc. as part of an endorsement deal for ABC Energy Products’ vitamin water beverage.  The equity received by Talent would be considered Equity Income under Section 7 of the Agreement because it was consideration for Talent’s endorsement services and publicity rights.

·

Talent starts Talent Enterprises, Inc. to provide entertainment, products and services to urban communities. Commercial ventures pursued by Talent Enterprises, Inc. may be a Participant Owned Business that Fantex would have the opportunity to participate in subject to Section 9 of the Agreement. For example, any golf camps owned by Talent Enterprises, Inc. would be deemed Participant Owned Business because they are in the Field, and operating golf camps is an activity typically undertaken by a professional golfer.  However, a 24-Hour Fitness club owned by Talent Enterprises, Inc. (but not bearing or branded with the Talent’s name) would not be considered a Participant Owned Business because Talent’s name and likeness are not used to promote the clubs.  Similarly, businesses owned by Talent such as movie theaters, restaurants and coffee shops that do not bear or are not branded with Talent’s persona would not be considered Participant Owned Businesses (and thus not result in Brand Income), because those types of businesses neither relate to the Principal Business nor utilize Talent’s name in connection with its marketing, advertising or promotion.

·

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

·

Talent becomes the host of a daytime talk show.  Compensation paid to Talent for his services as a talk show host 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 during that year).  If, in addition to the foregoing Merchandise Income, Participant 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 Chevrolet Corvette Stingray as the winner of the Masters.  The MSRP of the Corvette would be considered Brand Income (and not a Gift) because it was earned by Talent for his performance as a Professional Athlete (i.e., within the Field).  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 (and assuming there were no other Merchandise Income Deductions) for such year.

·

Talent receives an equity stake in Fantex Holdings, Inc., the parent company of Fantex, because he serves on the board of directors.  Talent’s equity stake in Fantex Holdings, Inc. would not be considered Brand Income because his service as a director of Fantex Holdings is not in the Field.

·

Talent serves as the governor of California. His income from the state of California would not be considered Brand Income because it is not in the Field.

·

Talent becomes employed as an elementary school teacher and in various positions at the U.S. Treasury and Justice Departments. Talent’s 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 Talent’s educational background, training and professional skills unrelated to golf, and Talent’s 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.

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 Terms and Conditions attached as Exhibit C to the Brand Agreement.

By:

By:

[INSERT TALENT NAME]

·

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;

·

any correspondence with tax authorities and tax returns (annual basis)

·

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 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.

·

In any calendar quarter during which Fantex’s auditors, in order to comply with SEC rules and audit requirements, request confirmations (“Audit Confirmations”) from third parties (“Brand Income Payors”) of paid Brand Income to the Participant or to Participant’s Brand Affiliates (such Audit Confirmations will be to verify the terms of the Brand Income Contract and amounts paid or due to the Participant thereunder), Participant shall notify, as soon as reasonably practicable upon request by Fantex, that such Brand Income Payors have the Participant’s approval to respond to the Audit Confirmation.

Fantex, Inc.

By:                                                  

Name/Title:                                     

Date:                                                  

[INSERT BRAND INCOME SOURCE]

By:                                                  

Name/Title:                                    

Title: