DESIGNATION:

Fantex Series Professional Sports Convertible Tracking Stock (the “Fantex Series Professional Sports”)

NUMBER OF SHARES:

[                   ] shares

UNDERLYING ASSETS:

95% of the Corporation’s rights and interest in the Brand Percentage (as defined in the Brand Contracts (as defined below)) of the Brand Income (as defined in the Brand Contracts).

“Brand Contracts” means, collectively, (i) that certain Brand Agreement, by and between the Corporation, on the one hand, and Ryan Shazier, on the other hand, dated as of September 23, 2015, as the same may be amended from time to time in accordance with its terms, (ii) that certain Brand Agreement, by and between the Corporation, on the one hand, and Terrance Williams, on the other hand, dated as of September 17, 2015, as the same may be amended from time to time in accordance with its terms, (iii) that certain Brand Agreement, by and between the Corporation, on the one hand, and Andrew Heaney, on the other hand, dated as of September 10, 2015, as the same may be amended from time to time in accordance with its terms and (iv) that certain Brand Agreement, by and between the Corporation, on the one hand, and Kendall Wright, on the other hand, dated as of March 26, 2015, as the same may be amended from time to time in accordance with its terms.

CONVERSION:

At any time following the two-year anniversary of the date first set forth above, by resolution of the Corporation’s Board of Directors, each share of Fantex Series Professional Sports 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).

Restrictions on Transfer; Redemption in Certain Circumstances:

The provisions attached hereto as Exhibit A are hereby incorporated by reference in their entirety.

(i) “Additional Prohibited Investor” means any individual who has been at any time arrested in connection with, charged with, indicted for or convicted of participating (whether directly or indirectly) in, any illegal gambling activity or any illegal activity in connection with a Gaming Enterprise, or any spouse of any of such individual.

(ii) “Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question.  As used in the definition of  “Affiliate,” the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 

(iii) “Baseball-Related Tracking Stock” means the Tracking Series referenced in the Certificate of Designations to which this Exhibit A is attached.

(iv) “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor rule, and shall also include (to the extent not provided for in Rule 13d-3) (A) the possession of any direct or indirect interest in any security, including, without limitation, rights to a security deriving from the ownership of, or control over, depositary or similar receipts relating to such security, (B) the possession of any direct or indirect interest in any Encumbrance with respect to any security, and (C) the possession or exercise, directly or indirectly, of any rights of a security holder with respect to any security.

(v) “Contract” means any note, bond, mortgage, indenture, lease, order, contract, commitment, agreement, arrangement or instrument, written or otherwise.

(vi) “Disqualified Person” means any stockholder, other Owner or Proposed Transferee as to which clause (i) or (ii) of paragraph (c) of this Exhibit A is applicable.

(vii) “Encumbrance” means any security interest, pledge, mortgage, lien, charge, option, warrant, right of first refusal, license, easement, adverse claim of Ownership or use, or other encumbrance of any kind.

(viii) “Fantex Affiliate” means any Affiliate of the Corporation, including Fantex Brokerage Services LLC and Fantex Holdings, Inc., and any of their respective officers and/or directors.

(ix) “FBS Accountholder” means any person who opens and maintains a customer account with Fantex Brokerage Services LLC.

(x) “Gaming Enterprise” means any entity that is engaged, directly or indirectly, in gambling operations, including, without limitation, online gambling, casinos, horse and dog race tracks, off-track betting organizations, gaming enterprises operating on riverboats and Indian reservations, jai alai frontons and bingo parlors, as well as any entity or Governmental Body that owns, operates, oversees or otherwise exercises any ownership or managerial control over any such entity and any subsidiary and/or affiliate of any such entity as long as any of such subsidiary’s or affiliate’s business objectives relate directly or indirectly to the gambling function of its parent or affiliated entity.

(xi) “Governmental Body” means any government or governmental, judicial, legislative, executive, administrative or regulatory authority of the United States, or of any State, local or foreign government or

any political subdivision, agency, commission, office, authority, or bureaucracy of any of the foregoing, including any court or arbitrator (public or private), whether now or hereinafter in existence.

(xii) “Institutional Owner” means any Owner that is not an individual.

(xiii) “MLB” means Major League Baseball and the Office of the Commissioner of Baseball.

(xiv) “MLB Affiliated Person” means a person who is an owner (whether direct or indirect or as sole proprietor, shareholder, member, general or limited partner, trustee, trust beneficiary or other beneficial owner), officer, director, or employee (including any player, manager, coach, industry consultant or intern and regardless of whether full-time, part-time or seasonal) of any of MLB club, or MLB related entity, or any spouse, parent, child (including legally adopted children and stepchildren), sibling, other family member or agent of any of the foregoing.

(xv) “MLB Prohibited Investor” means any MLB Affiliated Person and any Person controlled by or in common control with any MLB Affiliated Person (or group of MLB Affiliated Persons) or any trust or similar entity established for the benefit of any MLB Affiliated Person (or group of MLB Affiliated Persons).

(xvi)  “Ownership” means, with respect to any shares of the Baseball-Related Tracking Stock, direct or indirect record ownership or Beneficial Ownership. The term “Owner” means any Person that has or exercises Ownership with respect to any shares of the Baseball-Related Tracking Stock.

(xvii) “Person” means any individual, estate, corporation, limited liability company, partnership, firm, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Body or other entity.

(xviii) “Prohibited Investor” means any Additional Prohibited Investor or any MLB Prohibited Investor.

(xix) “Proposed Transferee” means any Person presenting any shares of the Baseball-Related Tracking Stock for Transfer into such Person’s name or that otherwise is or purports to be a Transferee with respect to any shares of the Baseball-Related Tracking Stock.

(xx) “Redemption Date” means the date fixed by the Board of Directors for the redemption of any shares of the Baseball-Related Tracking Stock pursuant to this Exhibit A.

(xxi) “Transfer” means, with respect to any shares of the Baseball-Related Tracking Stock, any direct or indirect issuance, sale, gift, assignment, devise or other transfer or disposition of Ownership of such shares, whether voluntary or involuntary, and whether by merger or other operation of law, as well as any other event or transaction (including, without limitation, the making of, or entering into, any Contract, including, without limitation, any proxy or nominee agreement) that results or would result in the Ownership of such shares by a Person that did not possess such rights prior to such event or transaction. Without limitation as to the foregoing, the term “Transfer” shall include any of the following that results or would result in a change in Ownership: (A) a change in the capital structure of the Corporation, (B) a change in the relationship between two or more Persons, (C) the making of, or entering into, any Contract, including, without limitation, any proxy or nominee agreement, (D) any exercise or disposition of any option or warrant, or any event that causes any option or warrant not theretofore exercisable to become exercisable, (E) any disposition of any securities or rights convertible into or exercisable or exchangeable for such shares or any exercise of any such conversion, exercise or exchange right, and (F) Transfers of interests in other entities. The term “Transferee” means any Person that becomes an Owner of any shares of the Baseball-Related Tracking Stock as a result of a Transfer.

(xxii) “Violation” means (i) Ownership by any Prohibited Investor of the Baseball-Related Tracking Stock or (ii) Ownership by any FBS Accountholder of more than 10% of the outstanding shares of the Baseball-Related Tracking Stock, other the Corporation, any Fantex Affiliate or any Institutional Investor.