Attached files
| file | filename |
|---|---|
| S-1 - S-1 - Fantex, Inc. | a2218564zs-1.htm |
| EX-23.4 - EX-23.4 - Fantex, Inc. | a2218564zex-23_4.htm |
| EX-23.3 - EX-23.3 - Fantex, Inc. | a2218564zex-23_3.htm |
| EX-10.2 - EX-10.2 - Fantex, Inc. | a2218564zex-10_2.htm |
| EX-10.3 - EX-10.3 - Fantex, Inc. | a2218564zex-10_3.htm |
| EX-3.4 - EX-3.4 - Fantex, Inc. | a2218564zex-3_4.htm |
| EX-23.2 - EX-23.2 - Fantex, Inc. | a2218564zex-23_2.htm |
| EX-23.1 - EX-23.1 - Fantex, Inc. | a2218564zex-23_1.htm |
| EX-3.5 - EX-3.5 - Fantex, Inc. | a2218564zex-3_5.htm |
Exhibit 3.6
FORM OF CERTIFICATE OF DESIGNATION
OF THE
FANTEX SERIES EJ MANUEL CONVERTIBLE TRACKING STOCK
OF
FANTEX, INC.
, 2014
Fantex, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution pertaining to the Fantex Series EJ Manuel Convertible Tracking Stock of the Corporation was adopted by the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) as required by Section 151 of the General Corporation Law of the State of Delaware by unanimous written consent of the Board dated [·], 2014. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board hereby establishes a new series of tracking stock of the Corporation, par value $0.0001 per share, which the Board hereby designates as a “Tracking Stock” (as such term is defined in the Certificate of Incorporation);
RESOLVED FURTHER, that pursuant to the authority expressly granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board hereby fixes (i) the designation of such Tracking Stock as indicated opposite “DESIGNATION” below, (ii) the number of shares of such Tracking Stock as indicated opposite “NUMBER OF SHARES” below, (iii) the Underlying Assets (as defined in the Certificate of Incorporation) for such Tracking Stock as indicated opposite “UNDERLYING ASSETS” below, and (iv) the conversion rights for such Tracking Stock as indicated opposite “CONVERSION” below:
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DESIGNATION: |
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Fantex Series EJ Manuel Convertible Tracking Stock (the “Series EJ Manuel”) |
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NUMBER OF SHARES: |
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UNDERLYING ASSETS: |
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95% of the Corporation’s rights and interest in the Brand Percentage (as defined in the Brand Contract (as defined below)) of the Brand Income (as defined in the Brand Contract). |
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“Brand Contract” means that certain Brand Agreement, by and between Erik R. Manuel, Jr., Kirk Enterprises LLC and the Corporation, dated as of February 14, 2014, as the same may be amended from time to time in accordance with its terms. |
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CONVERSION |
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At any time following the two-year anniversary of the date first set forth above, by resolution of its Board of Directors, each share of Series EJ Manuel will be converted into a number (or fraction) of fully paid and non-assessable shares of Platform Common Stock equal to the Applicable Conversion Ratio (as defined in the Certificate of Incorporation). |
RESOLVED FURTHER, that such Tracking Stock shall have such other powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof as set forth in the Corporation’s Certificate of Incorporation.
(Signature Page Follows)
IN WITNESS WHEREOF, FANTEX, INC. has caused this Certificate to be executed by its President and Chief Executive Officer as of the date first set forth above.
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FANTEX, INC. | |
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By: |
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Name: |
Cornell French |
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Title: |
President and Chief Executive Officer |