EX-4.1



 Exhibit 4.1 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

OF 
 FUNKO, INC. 

Funko, Inc., a corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), hereby certifies as follows: 
 1. The original Certificate of Incorporation of the
Corporation was filed with the Office of the Secretary of State of the State of Delaware on April 21, 2017 (the “Certificate of Incorporation”). 

2. The Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated
Certificate of Incorporation”), which restates, integrates and further amends the Certificate of Incorporation, as heretofore amended (the “Original Certificate”), and which was duly adopted by all necessary
action of the board of directors of the Corporation (the “Board of Directors”) and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State
of Delaware (the “DGCL”). 
 3. The text of the Original Certificate is hereby amended and restated in its entirety
by this Amended and Restated Certificate of Incorporation to read in full as follows: 
 ARTICLE I. 

The name of the corporation is Funko, Inc. 

ARTICLE II. 
 The address
of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware, 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company. 

ARTICLE III. 

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it is to
engage in any lawful act or activity for which corporations may be organized under the DGCL, including, without limitation, (i) investing in securities of Funko Acquisition Holdings, L.L.C., a Delaware limited liability company, or any
successor entities thereto (“FAH LLC”) and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including
managing, holding, selling and disposing of such assets and (iii) engaging in any other activities incidental or ancillary thereto. 







 ARTICLE IV. 

Section 4.1 Authorized Stock. The total number of shares of all classes of stock that the Corporation is authorized to issue is
two hundred and seventy million (270,000,000), consisting of: 
 (a) Two hundred million (200,000,000) shares of Class A common
stock, with a par value of $0.0001 per share (the “Class A Common Stock”); 
 (b) Fifty million
(50,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”); and 

(c) Twenty million (20,000,000) shares of preferred stock, with a par value of $0.0001 per share (the “Preferred
Stock”). 
 Section 4.2 Preferred Stock. The Board of Directors is authorized, subject to any limitations
prescribed by law or by that certain stockholders agreement, dated as of November 1, 2017, by and among the Corporation and the other Persons party thereto (as it may be amended from time to time in accordance with its terms, the
“Stockholders Agreement”), to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the
State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the powers,
designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates,
conversion rights, exchange rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption price or prices, restrictions on the issuance of shares of such series, the dissolution preferences
and the rights in respect to any distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof, or any of them and to increase or decrease the number of
shares of any series so created (except where otherwise provided in the Preferred Stock Designation), subsequent to the issue of that series but not below the number of shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. There shall be no limitation or restriction on
any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several
series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by a committee of the Board of Directors, providing for the issuance of the various series of Preferred
Stock. 
 Section 4.3 Number of Authorized Shares. Subject to any limitations prescribed by the Stockholders Agreement, the
number of authorized shares of any of the Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a
majority of 

  
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the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon, without a separate vote of any holders of the Class A Common Stock, Class B Common
Stock or Preferred Stock, or of any series thereof, unless a separate vote of any such holders is required pursuant to the terms of any Preferred Stock Designation, irrespective of the provisions of Section 242(b)(2) of the DGCL. 

Section 4.4 Common Stock. The powers, preferences and rights of the Class A Common Stock and the Class B Common Stock, and
the qualifications, limitations or restrictions thereof are as follows: 
 (a) Voting Rights. Except as otherwise required by law,

 (i) Each share of Class A Common Stock shall entitle the record holder thereof as of the applicable record date to one
(1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately as a class or otherwise. 

(ii) Each share of Class B Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per
share in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately as a class or otherwise. 

(iii) Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, the holders of shares of
Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock) on all matters submitted to a
vote of stockholders of the Corporation. 
 (b) Dividends and Distributions. Subject to applicable law and the rights, if any, of the
holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid
on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall determine. Dividends shall not be declared or paid
on the Class B Common Stock. 
 (c) Liquidation Rights. In the event of liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of Preferred
Stock shall be entitled, the remaining assets and funds of the Corporation available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A Common Stock and Class B Common Stock in
proportion to the number of shares held by each such stockholder; provided, that the holders of shares of Class B Common Stock shall be entitled to receive $0.0001 per share, and upon receiving such amount, the holders of shares of Class B
Common Stock, as such, shall not be entitled to receive any other assets or funds of the Corporation. A consolidation, reorganization or merger of the Corporation with any other Person or Persons (as defined below), or a sale of all or substantially
all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 4.4(c). 

  
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 (d) Class B Common Stock. 

(i) Shares of Class B Common Stock may be issued only to, and registered in the name of, the Existing Owners (as defined below), their
respective successors and assigns as well as their respective transferees in accordance with Section 4.5 (including all subsequent successors, assigns and Permitted Transferees (as defined below)) (the Existing Owners together with such
persons, collectively, the “Permitted Class B Owners”). As used in this Amended and Restated Certificate of Incorporation, “Existing Owner” means each of the holders of Common Units (as defined below)
of FAH LLC, or any successor entities thereto, as set forth on Schedule A hereto. 
 (ii) The Corporation shall, to the
fullest extent permitted by law, undertake all necessary and appropriate action to ensure that the number of shares of Class B Common Stock issued by the Corporation at any time to any Permitted Class B Owner shall be equal to the aggregate number
of Common Units (other than Common Units issuable upon the exercise of any options, or Common Units that are subject to contractual vesting pursuant to individuals arrangements) held of record by such Permitted Class B Owner in accordance with
Article VI, as applicable. As used in this Amended and Restated Certificate of Incorporation, “Common Unit” means a membership interest in FAH LLC, authorized and issued under the Second Amended and Restated Limited
Liability Company Agreement of FAH LLC, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “LLC Agreement”), and
constituting a “Common Unit” as defined in such LLC Agreement. 
 (iii) From and after the filing of this Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), additional shares of Class B Common Stock may be issued only to, and registered in the name of, the Permitted Class B
Owners in accordance with Article VI and the aggregate number of shares of Class B Common Stock following any such issuance registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units
(other than Common Units issuable upon the exercise of any options, or Common Units that are subject to contractual vesting pursuant to individuals arrangements) held of record by such Permitted Class B Owner under the LLC Agreement as set forth in
Section 4.4(d)(ii). 
 (iv) In the event that (1) the Corporation undergoes a merger, consolidation or other business
transaction in which shares of Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property, other than a merger or consolidation that would result in the shares of Common Stock,
Preferred Stock and/or any other class or classes of capital stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or
resulting entity) more than fifty percent (50%) of the combined voting power of the shares of capital stock of such surviving or resulting entity outstanding immediately after such merger or consolidation, or (2) there is any tender or


  
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exchange offer by any third party to acquire shares of Class B Common Stock, then the holders of shares of Class B Common Stock shall be entitled to receive $0.0001 per share of Class B Common
Stock, and upon receiving such amount, the holders of shares of Class B Common Stock, as such, shall not be entitled to receive any other assets or funds with respect to the Class B Common Stock. 

Section 4.5 Transfer of Class B Common Stock. 

(a) A holder of Class B Common Stock may surrender shares of Class B Common Stock to the Corporation for no consideration at any time.
Following the surrender of any shares of Class B Common Stock to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation. 

(b) Except as set forth in Section 4.5(a), a holder of Class B Common Stock may transfer or assign shares of Class B Common Stock
(or any legal or beneficial interest in such shares) to any transferee or assignee only to the extent permitted by the LLC Agreement (a “Permitted Transfer” and a holder of Class B Common Stock pursuant to a Permitted
Transfer, a “Permitted Transferee”) and only if such holder also simultaneously transfers an equal number of such holder’s Common Units to such transferee in compliance with the LLC Agreement. The transfer restrictions
described in this Section 4.5(b) are referred to as the “Restrictions”. 
 (c) Any purported transfer of shares
of Class B Common Stock in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a Person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported
Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported
transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “Transfer Agent”) or the Secretary of the Corporation, as determined by the Board of
Directors and each Restricted Share shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, or any other party, lose all voting rights as set forth herein and
become a non-voting share. 
 (d) Upon a determination by the Board of Directors that a Person has attempted or may attempt to transfer or
to acquire Restricted Shares in violation of the Restrictions, the Board of Directors may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without
limitation to cause the Transfer Agent or the Secretary of the Corporation, as applicable, to not record the Purported Owner as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or
acquisition. 
 (e) The Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by
bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.5 for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the
orderly application, administration and implementation of the provisions of this Section 4.5. Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made
available for inspection by any prospective transferee and, upon written request, shall be mailed to holders of shares of Class B Common Stock. 

  
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 (f) The Board of Directors shall have all powers necessary to implement the Restrictions,
including without limitation the power to prohibit the transfer of any shares of Class B Common Stock on the books and records of the Corporation in violation thereof. 

Section 4.6 Certificates. All certificates or book entries representing shares of Class B Common Stock shall bear a legend
substantially in the following form (or in such other form as the Board of Directors may determine): 
 THE SECURITIES REPRESENTED BY THIS
[CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION
AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR). 
 Section 4.7 Fractions. The Common Stock
may be issued and transferred in fractions of a share which shall entitle the holder to exercise voting rights and to have the benefit of all other rights of holders of Common Stock. Subject to the Restrictions, holders of shares of Common Stock
shall be entitled to transfer fractions thereof and the Corporation shall, and shall cause the Transfer Agent to, facilitate any such transfers, including by issuing certificates or making book entries representing any such fractional shares. For
all purposes of this Amended and Restated Certificate of Incorporation, all references to Common Stock or any share thereof (whether in the singular or plural) shall be deemed to include references to any fraction of a share of Common Stock. 

Section 4.8 Amendment. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment
to this Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation relating
to any series of Preferred Stock) or pursuant to the DGCL. 
 ARTICLE V. 

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares or other securities at least as many
shares or other securities equal to the sum of (i) the number of Common Units held by the holders of Common Units (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation, including, without
limitation, the Blockers (as defined in the LLC Agreement)) plus (ii) the number of Common Units issuable by FAH LLC in connection with the exercise or conversion of any equity securities (including without limitation warrants, options and
rights) issued by FAH LLC that are convertible or exercisable or exchangeable for Common Units. 

  
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 ARTICLE VI. 

Section 6.1 Common Units and Common Stock Ratio. The Corporation shall, to the fullest extent permitted by law, undertake all
actions, including, without limitation, a reclassification, dividend, division or recapitalization, with respect to: 
 (a) the shares of
Class A Common Stock necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining
the one-to-one ratio, (i) shares of Class A Common Stock issuable pursuant to awards granted under the Corporation’s 2017 Incentive Award Plan (the “2017 Incentive Award Plan”), and any other stock incentive
plan adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock, or (iii) Preferred Stock or other debt or equity securities (including without limitation warrants, options and rights) issued by the
Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except to the extent such securities have been converted, exercised or exchanged for Class A Common Stock and the net proceeds from such other
securities, including without limitation any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of FAH LLC). 

(b) the shares of Class B Common Stock necessary to maintain at all times a one-to-one ratio between the number of Common Units (other than
Common Units issuable upon the exercise of any options, or Common Units that are subject to contractual vesting pursuant to individuals arrangements) owned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock
owned by all Permitted Class B Owners. 
 Section 6.2 Common Units and Common Stock Ratio upon a Stock Split. The Corporation
shall not undertake or authorize any subdivision (by any stock split, stock dividend, reclassification, recapitalization or similar event) or combination (by reverse stock split, reclassification, recapitalization or similar event) of (i) the
Class A Common Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding
shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock; or
(ii) the Class B Common Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintain at all times, subject to the provisions of this Amended and Restated Certificate of Incorporation, a one-to-one
ratio between the number of Common Units (other than Common Units issuable upon the exercise of any options, or Common Units that are subject to contractual vesting pursuant to individuals arrangements) owned by all Permitted Class B Owners and the
number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners, unless, such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by all Permitted Class B Owners and the
number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners. 

  
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 Section 6.3 Common Units and Class A Common Stock Ratio upon a Sale or
Repurchase. The Corporation shall not issue, transfer or deliver from treasury stock or repurchase shares of Class A Common Stock unless in connection with any such issuance, transfer, delivery or repurchase the Corporation takes or
authorizes all requisite action such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of
Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class A Common Stock issuable pursuant to awards granted under the 2017 Incentive Award Plan, and any other stock incentive plan
adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock or (iii) Preferred Stock or other debt or equity securities (including without limitation warrants, options and rights) issued by the
Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except to the extent such securities have been converted, exercised or exchanged for Class A Common Stock and the net proceeds from such other
securities, including without limitation any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of FAH LLC). The Corporation shall not issue, transfer or
deliver from treasury stock or repurchase or redeem shares of Preferred Stock unless in connection with any such issuance, transfer, delivery, repurchase or redemption the Corporation takes all requisite action such that, after giving effect to all
such issuances, transfers, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in FAH LLC which (in the good faith
determination by the Board of Directors) are in the aggregate substantially equivalent in all respects to the outstanding Preferred Stock so issued, transferred, delivered, repurchased or redeemed. 

Section 6.4 Common Units and Class A Common Stock Ratio upon a Merger. Unless otherwise consented to in writing by a majority
of the Permitted Class B Owners, the Corporation shall not consolidate, merge, combine or consummate any other transaction (other than an action or transaction for which an adjustment is provided in one of the preceding paragraphs of this Article
VI or in Article IV) in which shares of Class A Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property (a “Transaction”), unless in
connection with any such Transaction each Common Unit that is redeemable by the holder thereof pursuant to the terms of the LLC Agreement for, at the option of the Corporation, a share of Class A Common Stock or a cash payment, shall be
entitled to be exchanged for or converted into (without duplication of any corresponding share of Class A Common Stock which the Corporation may elect to issue upon a redemption of such Common Unit by the holder thereof) the same kind and
amount of stock or securities, cash and/or any other property, as the case may be, into which or for which each share of Class A Common Stock is exchanged or converted (such stock or securities, cash and/or property shall be referred to herein
as the “Consideration”), to maintain at all times a one-to-one ratio between (x) the Consideration issuable in such Transaction in exchange for or conversion of one share of Class A Common Stock and (y) the
Consideration issuable in such Transaction in exchange for or conversion of one Common Unit. 

  
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 ARTICLE VII. 

The Board of Directors is expressly authorized to adopt, amend and repeal the bylaws of the Corporation (the “Bylaws”) and
shall do so in accordance with the Stockholders Agreement. 
 ARTICLE VIII. 

Section 8.1 Ballot. Elections of the directors comprising the Board of Directors (each such director, in such capacity, a
“Director”) need not be by written ballot unless the Bylaws shall so provide. 
 Section 8.2 Number and Terms of the
Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of Directors shall be fixed from time to time exclusively by resolutions adopted by
the Board of Directors; provided, that for as long as the Stockholders Agreement is in effect, the number of Directors shall never be less than the aggregate number of Directors that the parties to the Stockholders Agreement are entitled to
designate from time to time pursuant to Section 1 thereof. 
 Section 8.3 Newly Created Directorships and Vacancies. Except
as otherwise required by law and subject to the Stockholders Agreement (for so long as it remains in effect) and the separate rights of the holders of any series of Preferred Stock then outstanding, unless the Board of Directors otherwise
determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office or other
cause shall be filled only by a majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director entitled to vote thereon, and not by the stockholders. Subject to the Stockholders Agreement, any Director so
chosen shall hold office until the next election of the class for which such Director shall have been chosen and until his successor shall be elected and qualified. 

Section 8.4 Removal for Cause. Subject to the rights of the holders of any series of Preferred Stock then outstanding and subject
to the rights of each of the ACON Related Parties and the Fundamental Related Parties to request that one or more of their respective designated Directors tender their resignations, with or without cause, pursuant to the Stockholders Agreement, for
as long as this Amended and Restated Certificate of Incorporation provides for a staggered Board of Directors, any Director, or the entire Board of Directors, may otherwise be removed only for cause, at a meeting called for that purpose. 

Section 8.5 Staggered Board. At the Effective Time, the Directors shall be classified, with respect to the time for which they
shall hold their respective offices, by dividing them into three (3) classes, with each Director then in office to be designated as a Class I Director, a Class II Director or a Class III Director, with each class to be apportioned as nearly
equal in number as possible. Directors shall be assigned to each class in accordance to a resolution or resolutions adopted by the Board of Directors. The initial Class I Directors shall serve for a term expiring at the first annual meeting of
stockholders of the Corporation following the Effective Time; the initial Class II Directors shall serve for a term expiring at the second annual meeting of 

  
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stockholders following the Effective Time; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the Effective Time. At each
annual meeting of stockholders beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at
the third annual meeting of stockholders to be held following their election, with each Director in each such class to hold office until his or her successor is duly elected and qualified, subject to such Director’s earlier death, resignation
or removal in accordance with Section 8.4 of this Amended and Restated Certificate of Incorporation. Subject to the Stockholders Agreement, the Board of Directors is authorized to assign each Director already in office at the Effective
Time, as well as each Director elected or appointed to a newly created directorship due to an increase in the size of the Board of Directors, to Class I, Class II or Class III; provided that the class assignments for the initial directors designated
for nomination and elected to the Board of Directors pursuant to the Stockholders Agreement shall be as set forth in Section 3 of the Stockholders Agreement. Without limitation to the rights of the stockholders party to the Stockholders
Agreement, the provisions of this Section 8.5 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors. 

Section 8.6 Notice. Advance notice of stockholder nominations for election of Directors and other business to be brought by
stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws. 
 ARTICLE IX. 

Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares of the relevant class(es) or series of stock of the Corporation representing not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation then issued and outstanding (other than treasury stock) entitled to vote thereon were present and voted and
delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded;
provided, however, that, subject to the rights of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, and except as provided in Section 6.4, after the date on
which the ACON Related Parties beneficially own in the aggregate, directly or indirectly, less than thirty-five percent (35%) of all shares of Class A Common Stock (including for this purpose all shares of Class A Common Stock
issuable upon redemption of Common Units, assuming all such Common Units are redeemed for Class A Common Stock on a one-for-one basis) issued and outstanding, any action required or permitted to be taken by stockholders of the Corporation must
be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting. 

  
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 ARTICLE X. 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and in accordance with the Stockholders Agreement, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, that any amendment to
this Amended and Restated Certificate of Incorporation that gives holders of the Class B Common Stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A
Common Stock or (iii) any other economic rights shall, in addition to the affirmative vote of the holders of a majority of the voting power of all of the outstanding voting stock of the Corporation, be effective only upon the affirmative vote
of a majority of shares of Class A Common Stock voting separately as a class; provided, further, that after the date on which the ACON Related Parties beneficially own in the aggregate, directly or indirectly, less than
thirty-five percent (35%) of all shares of Class A Common Stock (including for this purpose all shares of Class A Common Stock issuable upon redemption of Common Units, assuming all such Common Units are redeemed for Class A
Common Stock on a one-for-one basis) issued and outstanding, the affirmative vote of the holders of Common Stock and Preferred Stock then outstanding representing sixty-six and two-thirds percent (66 2/3%) or more of the votes which all the holders
of Common Stock and Preferred Stock would be entitled to cast in any election of directors shall be required to amend, alter, change or repeal or to adopt any provision contained in this Amended and Restated Certificate of Incorporation. If any
provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law,
the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any sentence of this
Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons and
circumstances shall not in any way be affected or impaired thereby. 
 ARTICLE XI. 

The Corporation is authorized to indemnify, and to advance expenses to, each current or former Director, officer, employee or agent of the
Corporation to the fullest extent permitted by Section 145 of the DGCL. To the fullest extent permitted by the laws of the State of Delaware, no Director shall be personally liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article XI shall adversely affect any right or protection of a Director or of any officer, employee or agent of the Corporation existing hereunder
with respect to any act or omission occurring prior to such amendment, modification or repeal. 
 ARTICLE XII. 

Section 12.1 Corporate Opportunity. To the fullest extent permitted by the laws of the State of Delaware and in accordance with
Section 122(17) of the DGCL, (a) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and 

  
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all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to (i) any Director, (ii) any stockholder, officer or agent
of the Corporation, or (iii) any Affiliate of any Person identified in the preceding clause (i) or (ii), but in each case excluding any such Person in its capacity as an employee, executive officer or Director of the Corporation or its
subsidiaries; (b) no stockholder and no Director, in each case, that is not an employee, executive officer of the Corporation or its subsidiaries, will have any duty to refrain from (i) engaging in a corporate opportunity in the same or
similar lines of business in which the Corporation or its subsidiaries from time to time is engaged or proposes to engage or (ii) otherwise competing, directly or indirectly, with the Corporation or any of its subsidiaries; and (c) if any
stockholder or any Director, in each case, that is not an employee or executive officer of the Corporation or its subsidiaries, acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity both for
such stockholder or such Director or any of their respective Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand, such stockholder or Director shall have no duty to communicate or offer such transaction or
business opportunity to the Corporation or its subsidiaries and such stockholder or Director may take any and all such transactions or opportunities for itself or offer such transactions or opportunities to any other Person. The preceding sentence
of this Article XII shall not apply to any potential transaction or business opportunity that is expressly offered to a Director, executive officer or employee of the Corporation or its subsidiaries, solely in his or her capacity as a
Director, executive officer or employee of the Corporation or its subsidiaries. 
 Section 12.2 Corporate Opportunity. To the
fullest extent permitted by the laws of the State of Delaware, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation or its subsidiaries unless (a) the Corporation or its subsidiaries
would be permitted to undertake such transaction or opportunity in accordance with this Amended and Restated Certificate of Incorporation, (b) the Corporation or its subsidiaries at such time have sufficient financial resources to undertake
such transaction or opportunity, (c) the Corporation or its subsidiaries have an interest or expectancy in such transaction or opportunity and (d) such transaction or opportunity would be in the same or similar line of business in which
the Corporation or its subsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business. 

Section 12.3 Liability. No stockholder and no Director will be liable to the Corporation or its subsidiaries or stockholders for
breach of any duty (contractual or otherwise) solely by reason of any activities or omissions of the types referred to in this Article XII, except to the extent such actions or omissions are in breach of this Article XII. 

ARTICLE XIII. 
 Unless the
Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall, to the fullest extent permitted by law, be the sole and exclusive forum for
any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other
employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and 

  
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Restated Certificate of Incorporation, the Bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery, or (iv) any action asserting a claim governed by the
internal affairs doctrine. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII. 

ARTICLE XIV. 

Section 14.1 Section 203 of the DGCL. The Corporation expressly elects not to be governed by Section 203 of the DGCL and
the restrictions and limitations set forth therein. 
 Section 14.2 Interested Stockholder Transactions. Notwithstanding
anything to the contrary set forth in this Amended and Restated Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, with any Interested Stockholder (as defined below) for a period of three years following the time that such stockholder became an Interested
Stockholder, unless (and subject in all events to any limitations prescribed by the Stockholders Agreement): 
 (a) prior to such time that
such stockholder became an Interested Stockholder, the Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder; or 

(b) at or subsequent to such time that such stockholder became an Interested Stockholder, the Business Combination is approved by the Board of
Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of capital stock of the Corporation which is not owned by such
Interested Stockholder. 
 Section 14.3 Definitions. As used in this Amended and Restated Certificate of Incorporation, the
following terms shall have the following meaning: 
 (a) “ACON” means ACON Funko Investors, L.L.C., a Delaware limited
liability company 
 (b) “ACON Related Parties” means, collectively, (i) ACON, (ii) ACON Funko Investors Holdings
1, L.L.C., a Delaware limited liability company, (iii) ACON Funko Investors Holdings 2, L.L.C., a Delaware limited liability company, (iv) ACON Funko Investors Holdings 3, L.L.C., a Delaware limited liability company and (v) each of
their respective Permitted Transferees. 
 (c) “Affiliate” means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, another Person; 
 (d) “Associate,” when
used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more
of any class of shares of voting stock of the Corporation; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and
(iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person. 

  
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 (e) “Business Combination” means (i) any merger or consolidation of the
Corporation or any direct or indirect majority-owned subsidiary of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of
transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of
the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the
outstanding shares of capital stock of the Corporation. 
 (f) “Fundamental” means Fundamental Capital and Funko
International. 
 (g) “Fundamental Capital” means Fundamental Capital, LLC, a Delaware limited liability company. 

(h) “Fundamental Related Parties” means Fundamental Capital and Funko International together with each of their Permitted
Transferees. 
 (i) “Funko International” means Funko International, LLC, a Delaware limited liability company. 

(j) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned
subsidiary of the Corporation, including, without limitation, the Blockers (as defined in the LLC Agreement)) that (i) is the owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation that are
entitled to vote, or (ii) is an Affiliate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation that are entitled to vote at any time within the three-year
period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this Article XIV to the contrary, the
term “Interested Stockholder” shall not include: (x) the ACON Related Parties or any of their Affiliates or Associates, including any investment funds managed, directly or indirectly, by ACON or any other Person with whom any
of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Corporation (y) the Fundamental Related Parties or any of their Affiliates or Associates,
including any investment funds managed, directly or indirectly, by Fundamental or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital
stock of the Corporation, or (z) any Person who acquires voting stock of the Corporation directly from an ACON Related Party or a Fundamental Related Party, and excluding, for the avoidance of doubt, any Person who acquires voting stock of the
Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering. 

(k) “Person” means any individual, corporation, partnership, unincorporated association or other entity. 

  
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 IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of
Incorporation to be signed on this November 1, 2017. 
  

			
	FUNKO, INC.
		
	By:	 	/s/ Tracy D. Daw
	Name:	 	Tracy D. Daw
	Title:	 	Senior Vice President, General Counsel and Secretary









 SCHEDULE A 

ISSUANCE OF CLASS B COMMON STOCK 

1. ACON Funko Investors, L.L.C., a Delaware limited liability company 

2. AEP III Funko Investors, L.L.C., a Delaware limited liability company 

3. Quadren Investment Inc., a Delaware corporation 
 4. ACON
Funko Investors Holdings, L.L.C., a Delaware limited liability company 
 5. ACON Funko Investors Holdings 3, L.L.C., a Delaware limited liability company

 6. Funko International, LLC, a Delaware limited liability company 

7. Fundamental Capital, LLC, a Delaware limited liability company 

8. Gladstone Investment Corporation 
 9. Gladstone Capital
Corporation 
 10. Brian Mariotti 
 11. Mariotti Family
Irrevocable Trust 
 12. Brian R. Mariotti Grantor Retained Annuity Trust 

13. Jon P. and Trishawn P. Kipp Children’s Trust uad 5/31/14 

14. Ben Butcher 
 15. Johanna Gepford 

16. Andrew Perlmutter 
 17. Russell Nickel 

18. Sean Wilkinson 
 19. Anne Lorraine Aquino 

20. Robert Schwartz 
 21. Timothy Spiller 

22. Allison Dinan 
 23. Jacob Matson 







 24. Douglas Kikendall 

25. Mark Robben 
 26. Charles Denson 

27. Adam Kriger 
 28. Andy Oddie 

29. Dale Schultz Family Trust 
 30. Trevor Schultz Family Trust

 31. Cerberus ASRS Holdings, LLC 
 32. Drawbridge Special
Opportunities Fund LP 
 33. Sarathy Annamraju 
 34. Tracy Daw

 35. Sanjay Srivastava 
 36. Gustavo Rubio Escudero 

37. Kurt Dicus 
 38. Laurie Anderson 

  
 17