Fantex, Inc. - FORM S-1/A - EX-3.5 - June 5, 2015

Attached files

file filename
S-1/A - S-1/A - Fantex, Inc.fntx-20150605xs1.htm
EX-8.1 - EX-8.1 - Fantex, Inc.fntx-20150605ex81a00bee1.htm
EX-3.4 - EX-3.4 - Fantex, Inc.fntx-20150605ex3491e4a34.htm
EX-3.6 - EX-3.6 - Fantex, Inc.fntx-20150605ex36d5db2f5.htm
EX-23.1 - EX-23.1 - Fantex, Inc.fntx-20150605ex231b4419f.htm
EX-1.1 - EX-1.1 - Fantex, Inc.fntx-20150605ex114aa242f.htm
EX-10.20 - EX-10.20 - Fantex, Inc.fntx-20150605ex1020f33ae.htm
EX-23.2 - EX-23.2 - Fantex, Inc.fntx-20150605ex2328277f2.htm
EX-5.1 - EX-5.1 - Fantex, Inc.fntx-20150605ex51cf6a505.htm
EX-23.9 - EX-23.9 - Fantex, Inc.fntx-20150605ex2393b0b9d.htm
EX-23.6 - EX-23.6 - Fantex, Inc.fntx-20150605ex23656c369.htm
EX-23.4 - EX-23.4 - Fantex, Inc.fntx-20150605ex234ca6ca8.htm
EX-23.8 - EX-23.8 - Fantex, Inc.fntx-20150605ex238373d9d.htm
EX-23.5 - EX-23.5 - Fantex, Inc.fntx-20150605ex235a34053.htm
EX-23.3 - EX-23.3 - Fantex, Inc.fntx-20150605ex233928527.htm
EX-23.7 - EX-23.7 - Fantex, Inc.fntx-20150605ex2377ae4ac.htm

Exhibit 3.5

 

Certificate of Correction

filed to correct a certain error in the

CERTIFICATE OF DESIGNATIONS

OF THE

FANTEX SERIES EJ MANUEL CONVERTIBLE TRACKING STOCK

OF

FANTEX, INC.

May 1, 2015

Fantex, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1. The name of the Corporation is Fantex, Inc.

2. A Certificate of Designations of the Fantex Series EJ Manuel Convertible Tracking Stock of Fantex, Inc. was filed with the Secretary of State of the State of Delaware on July 21, 2014 (the “Certificate of Designations”) and the Certificate of Designations requires correction as permitted by subsection (f) of Section 103 of the DGCL.

3. The inaccuracy or defect of the Certificate of Designations to be corrected is as follows: the first two resolution paragraphs inadvertently referenced the defined term “Tracking Stock.” The first two resolution paragraphs should have referenced the defined term “Tracking Series.”

4. The first two resolution paragraphs are hereby corrected to read as follows:

“RESOLVED, that pursuant to the authority expressly granted to and vested in the Committee in accordance with the provisions of the Certificate of Incorporation and Sections 141 and 151 of the DGCL, the Committee hereby establishes a new series of tracking stock of the Corporation, par value $0.0001 per share, which the Committee hereby designates as a “Tracking Series” (as such term is defined in the Certificate of Incorporation);

RESOLVED FURTHER, that pursuant to the authority expressly granted to and vested in the Committee in accordance with the provisions of the Certificate of Incorporation and Sections 141 and 151 of the DGCL, the Committee hereby fixes (i) the designation of such Tracking Series as indicated opposite “DESIGNATION” below, (ii) the number of shares of such Tracking Series as indicated opposite “NUMBER OF SHARES” below, (iii) the Underlying Assets (as defined in the Certificate of Incorporation) for such Tracking Series as indicated opposite “UNDERLYING ASSETS” below, and (iv) the conversion rights for such Tracking Series as indicated opposite “CONVERSION” below:”

(Signature Page Follows)

 

SV\1523301.2

 

IN WITNESS WHEREOF, FANTEX, INC. has caused this Certificate of Correction to be executed by its President and Chief Executive Officer as of the date first set forth above.

 

FANTEX, INC.

 

By: /s/ Cornell “Buck” French    
Name:Cornell “Buck” French
Title:President and Chief Executive Officer

 

 

SV\1523301.2

 

CERTIFICATE OF DESIGNATIONS

OF THE

FANTEX SERIES EJ MANUEL CONVERTIBLE TRACKING STOCK

OF

FANTEX, INC.

July 21, 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 resolutions pertaining to the Fantex Series EJ Manuel Convertible Tracking Stock of the Corporation  were adopted by the Pricing Committee of the Board of Directors of the Corporation (the “Committee”) as required by Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) at a meeting duly held by the Committee on         July 18, 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 Committee in accordance with the provisions of the Certificate of Incorporation and Sections 141 and 151 of the DGCL, the Committee hereby establishes a new series of tracking stock of the Corporation, par value $0.0001 per share, which the Committee 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 Committee in accordance with the provisions of the Certificate of Incorporation and Sections 141 and 151 of the DGCL, the Committee 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:

DESIGNATION:

Fantex Series EJ Manuel Convertible Tracking Stock (the “Fantex Series EJ Manuel”)

NUMBER OF SHARES:

523,700 shares

UNDERLYING ASSETS:

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).

 

"Brand Contract" means that certain Brand Agreement, by and among Erik R. Manuel, Jr., Kire 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.

 

SV\1523301.2

 

CONVERSION

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 Fantex Series EJ Manuel may 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 Certificate of Incorporation. 

(Signature Page Follows)

 

SV\1523301.2

 

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.

 

FANTEX, INC.

 

By:/s/ Cornell “Buck” French
Name:Cornell French
Title:President and Chief Executive Officer

 

 

SV\1523301.2

Fantex, Inc. Reports