Common use of Notice and Response Clause in Contracts

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.

Notice and Response. 8.1.19.1.1. Participant shall provide reasonable advance written notice (an “Investment Deal Owned Business Notice”) to Fantex prior to entering into commencing or investing in any Brand Income Contract pursuant to which business that would meet the definition of a Participant receives any Brand Investment OpportunityOwned Business, including all details reasonably requested by Fantex in writing, which are necessary for Fantex to evaluate such Brand Investment OpportunityParticipant Owned Business. 8.1.29.1.2. Fantex will use commercially reasonable efforts to respond to each Investment Deal Owned Business 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 potential Participant Owned Business by being issued and holding a direct an equity interest in the applicable issuer of such equity (“Direct Fantex Co-Investment”) Participant Owned Business in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Participant Owned Business 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”)be held by Participant. 8.1.39.1.3. If Fantex fails to timely respond to any Investment Deal Owned Business 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 Opportunitythe Participant Owned Business. 8.1.49.1.4. If the terms and conditions with respect to details of any Brand Investment Opportunity Participant Owned Business change from what were previously presented to Fantex in any Investment Deal Owned Business Notice, then Participant shall provide a new Investment Deal Owned Business Notice to Fantex with the updated terms and conditions, and this Section 8.1 9.1 shall apply to such new Equity Deal Owned Business Notice.

Notice and Response. 8.1.1. (1) Participant shall provide reasonable advance written notice (an “Investment Equity Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant receives any Brand Investment Opportunitymay receive Equity Income, including all details reasonably necessary for Fantex to evaluate such Brand Investment OpportunityEquity Income. 8.1.2. (2) Fantex will use commercially reasonable efforts to respond to each Investment Equity Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (ax) participate in the applicable Brand Investment Opportunity Equity Income by being issued and holding a direct equity interest in the applicable issuer of such equity Equity Income (“Direct Fantex Co-InvestmentEquity”) in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Equity Income payable to such Brand Investment Opportunity Participant (any of the foregoing, a “Fantex Co-Investment Equity Interest”), or (by) indirectly participate in the applicable Brand Investment Opportunity Equity Income as described in Section 8.4 2.B.(i)(d) below (“Indirect Fantex Co-InvestmentEquity”). 8.1.3. (3) If Fantex fails to timely respond to any Investment Equity Deal Notice, then Fantex shall be deemed to have expressly rejected participating as either a receiving the Direct Fantex Co-Investment or an Indirect Fantex Co-Investment Equity with respect to such Brand Investment OpportunityIncome Contract, and elected instead to not participate in such Brand Investment Opportunityreceive Indirect Fantex Equity. 8.1.4. (4) If the terms and conditions with respect to any Brand Investment Opportunity Equity Income change from what were previously presented to Fantex in any Investment Equity Deal Notice, then Participant shall provide a new Investment Equity Deal Notice to Fantex with the updated terms and conditions, and this Section 8.1 2.B.(i)(a) shall apply to such new Equity Deal Notice.

Notice and Response. 8.1.17.1.1. Participant shall provide reasonable advance written notice (an “Investment Equity Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant receives any Brand Investment Opportunitymay receive Equity Income, including all details reasonably necessary for Fantex to evaluate such Brand Investment OpportunityEquity Income. 8.1.27.1.2. Fantex will use commercially reasonable efforts to respond to each Investment Equity Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (ax) participate in the applicable Brand Investment Opportunity Equity Income by being issued and holding a direct equity interest in the applicable issuer of such equity Equity Income (“Direct Fantex Co-InvestmentEquity”) in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Equity Income payable to such Brand Investment Opportunity Participant (any of the foregoing, a “Fantex Co-Investment Equity Interest”), or (by) indirectly participate in the applicable Brand Investment Opportunity Equity Income as described in Section 8.4 7.4 (“Indirect Fantex Co-InvestmentEquity”). 8.1.37.1.3. If Fantex fails to timely respond to any Investment Equity Deal Notice, then Fantex shall be deemed to have expressly rejected participating as either a receiving the Direct Fantex Co-Investment or an Indirect Fantex Co-Investment Equity with respect to such Brand Investment OpportunityIncome Contract, and elected instead to not participate in such Brand Investment Opportunityreceive Indirect Fantex Equity. 8.1.47.1.4. If the terms and conditions with respect to any Brand Investment Opportunity Equity Income change in any material respect from what were previously presented to Fantex in any Investment Equity Deal Notice, then Participant shall provide a new Investment Equity Deal Notice to Fantex with the updated terms and conditions, and this Section 8.1 7.1 shall apply to such new Equity Deal Notice.

Notice and Response. 8.1.17.1.1. Participant shall provide reasonable advance written notice (an “Investment Equity Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant receives any Brand Investment Opportunitymay receive Equity Income, including all details reasonably necessary for Fantex to evaluate such Brand Investment OpportunityEquity Income. 8.1.27.1.2. Fantex will use commercially reasonable efforts to respond to each Investment Equity Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (ax) participate in the applicable Brand Investment Opportunity Equity Income by being issued and holding a direct equity interest in the applicable issuer of such equity Equity Income (“Direct Fantex Co-InvestmentEquity”) in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Equity Income payable to such Brand Investment Opportunity Participant (any of the foregoing, a “Fantex Co-Investment Equity Interest”), or (by) indirectly participate in the applicable Brand Investment Opportunity Equity Income as described in Section 8.4 7.4 (“Indirect Fantex Co-InvestmentEquity”). 8.1.37.1.3. If Fantex fails to timely respond to any Investment Equity Deal Notice, then Fantex shall be deemed to have expressly rejected participating as either a receiving the Direct Fantex Co-Investment or an Indirect Fantex Co-Investment Equity with respect to such Brand Investment OpportunityIncome Contract, and elected instead to not participate in such Brand Investment Opportunityreceive Indirect Fantex Equity. 8.1.47.1.4. If the terms and conditions with respect to any Brand Investment Opportunity Equity Income change from what were previously presented to Fantex in any Investment Equity Deal Notice, then Participant shall provide a new Investment Equity Deal Notice to Fantex with the updated terms and conditions, and this Section 8.1 7.1 shall apply to such new Equity Deal Notice.

Notice and Response. 8.1.19.1.1. Participant shall provide reasonable advance written notice (an “Investment Deal Owned Business Notice”) to Fantex prior to entering into commencing or investing in any Brand Income Contract pursuant to which business that would meet the definition of a Participant receives any Brand Investment OpportunityOwned Business, including all details reasonably requested by Fantex in writing, which are necessary for Fantex to evaluate such Brand Investment OpportunityParticipant Owned Business. 8.1.29.1.2. Fantex will use commercially reasonable efforts to respond to each Investment Deal Owned Business 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 potential Participant Owned Business by being issued and holding a direct an equity interest in the applicable issuer of such equity (“Direct Fantex Co-Investment”) Participant Owned Business in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Participant Owned Business 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”)be held by Participant. 8.1.39.1.3. If Fantex fails to timely respond to any Investment Deal Owned Business 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 Opportunitythe Participant Owned Business. 8.1.49.1.4. If the terms and conditions with respect to details of any Brand Investment Opportunity Participant Owned Business change from what were previously presented to Fantex in any Investment Deal Owned Business Notice, then Participant shall provide a new Investment Deal Owned Business Notice to Fantex with the updated terms and conditions, and this Section 8.1 0 shall apply to such new Equity Deal Owned Business Notice.

Notice and Response. 8.1.1. (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. (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 (ax) 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 (by) indirectly participate in the applicable Brand Investment Opportunity as described in Section 8.4 2.B.(ii)(d), and subject to Section 2.B.(ii)(e), below (“Indirect Fantex Co-Investment”). 8.1.3. (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. (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 2.B.(ii)(a) shall apply to such new Equity Deal Notice.

Notice and Response. 8.1.17.1.1. Participant shall provide reasonable advance written notice (an “Investment Equity Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant receives any Brand Investment Opportunitymay receive Equity Income, including all details reasonably necessary for Fantex to evaluate such Brand Investment OpportunityEquity Income. 8.1.27.1.2. Fantex will use commercially reasonable efforts to respond to each Investment Equity Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (ax) participate in the applicable Brand Investment Opportunity Equity Income by being issued and holding a direct equity interest in the applicable issuer of such equity Equity Income (“Direct Fantex Co-InvestmentEquity”) in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Equity Income payable to such Brand Investment Opportunity Participant (any of the foregoing, a “Fantex Co-Investment Equity Interest”), or (by) indirectly participate in the applicable Brand Investment Opportunity Equity Income as described in Section 8.4 0 (“Indirect Fantex Co-InvestmentEquity”). 8.1.37.1.3. If Fantex fails to timely respond to any Investment Equity Deal Notice, then Fantex shall be deemed to have expressly rejected participating as either a receiving the Direct Fantex Co-Investment or an Indirect Fantex Co-Investment Equity with respect to such Brand Investment OpportunityIncome Contract, and elected instead to not participate in such Brand Investment Opportunityreceive Indirect Fantex Equity. 8.1.47.1.4. If the terms and conditions with respect to any Brand Investment Opportunity Equity Income change in any material respect from what were previously presented to Fantex in any Investment Equity Deal Notice, then Participant shall provide a new Investment Equity Deal Notice to Fantex with the updated terms and conditions, and this Section 8.1 0 shall apply to such new Equity Deal Notice.

Notice and Response. 8.1.17.1.1. Participant shall provide reasonable advance written notice (an “Investment Equity Deal Notice”) to Fantex prior to entering into any Brand Income Contract pursuant to which Participant receives any Brand Investment Opportunitymay receive Equity Income, including all details reasonably necessary for Fantex to evaluate such Brand Investment OpportunityEquity Income. 8.1.27.1.2. Fantex will use commercially reasonable efforts to respond to each Investment Equity Deal Notice within five (5) business days (but no later than ten (10) business days), indicating whether or not Fantex elects to (ax) participate in the applicable Brand Investment Opportunity Equity Income by being issued and holding a direct equity interest in the applicable issuer of such equity Equity Income (“Direct Fantex Co-InvestmentEquity”) in an amount calculated by multiplying the Brand Percentage by the number of shares, membership interests, units (or other reasonable means of measurement) applicable of such Equity Income payable to such Brand Investment Opportunity Participant (any of the foregoing, a “Fantex Co-Investment Equity Interest”), or (by) indirectly participate in the applicable Brand Investment Opportunity Equity Income as described in Section 8.4 0 (“Indirect Fantex Co-InvestmentEquity”); provided that Fantex shall have no right to receive or otherwise participate in any Equity Income (whether as Direct Fantex Equity or Indirect Fantex Equity) with respect to any stock or other equity interest in a Major League Baseball club unless and until all necessary approvals have been obtained from the League. 8.1.37.1.3. If Fantex fails to timely respond to any Investment Equity Deal Notice, then Fantex shall be deemed to have expressly rejected participating as either a receiving the Direct Fantex Co-Investment or an Indirect Fantex Co-Investment Equity with respect to such Brand Investment OpportunityIncome Contract, and elected instead to not participate in such Brand Investment Opportunityreceive Indirect Fantex Equity. 8.1.47.1.4. If the terms and conditions with respect to any Brand Investment Opportunity Equity Income change in any material respect from what were previously presented to Fantex in any Investment Equity Deal Notice, then Participant shall provide a new Investment Equity Deal Notice to Fantex with the updated terms and conditions, and this Section 8.1 0 shall apply to such new Equity Deal Notice.

Notice and Response. 8.1.1. (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. (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 (ax) 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 (by) indirectly participate in the applicable Brand Investment Opportunity as described in Section 8.4 2.B.(ii)(d), and subject to Section 2.B.(ii)(e),below (“Indirect Fantex Co-Investment”). 8.1.3. (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. (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 2.B.(ii)(a) shall apply to such new Equity Deal Notice.

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 0 (“Indirect Fantex Co-Investment”); provided, however, that Fantex acknowledges that Fantex shall have no right to directly or indirectly participate in any Brand Investment Opportunity (whether as a Direct Fantex Co-Investment or an Indirect Fantex Co-Investment) with respect to any equity interest in a Major League Baseball club unless and until all necessary approvals have been obtained from the League. 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 in any material respect 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 0 shall apply to such new Equity Deal Notice.

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 0 (“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 in any material respect 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 0 shall apply to such new Equity Deal Notice.

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 0 (“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 0 shall apply to such new Equity Deal Notice.