Facebank Group, Inc. Warrant To Purchase Common StockFaceBank Group, Inc. • March 23rd, 2020 • Services-motion picture & video tape production • New York
Facebank Group, Inc., a Florida corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FB Loan Series I, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), Three Million Two Hundred Sixty Nine Thousand Two Hundred Thirty One (3,269,231) fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”) shall have the meanings set forth in Secti
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2020, between Facebank Group, Inc., a Delaware corporation (the “Company”), and FB Loan Series I, LLC, a Delaware limited liability company (including its successors and permitted assigns, the “Purchaser”).
SECURITY AGREEMENT dated as of March 19, 2020 bySecurity Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 19, 2020, by and among FACEBANK GROUP, INC., a Florida corporation (the “FaceBank”), FuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”), EVOLUTION AI CORPORATION, a Florida corporation (“Evolution AI”), PULSE EVOLUTION CORPORATION, a Nevada corporation (“Pulse” and together with FaceBank, Merger Sub and Evolution AI, collectively, the “Borrower”) and any Additional Grantor (as defined below) who may become party to this Agreement (such Additional Grantors, together with the Borrower, each a “Grantor” and collectively, the “Grantors”), in favor of FB LOAN SERIES I, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”) pursuant to that certain Note Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) by and among the Borrowe
NOTE PURCHASE AGREEMENT by and among FACEBANK GROUp, INC.; FUBOTV ACQUISITION CORP.; EVOLUTION AI CORPORATION; and PULSE EVOLUTION CORPORATION as Borrower and FB LOAN SERIES I, LLC as Purchaser Dated as of March 19, 2020Note Purchase Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
NOTE PURCHASE AGREEMENT, dated as of March 19, 2020, by and among FACEBANK GROUP, INC., a Florida corporation (“FaceBank”), FuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”), EVOLUTION AI CORPORATION, a Florida corporation, (“Evolution AI”), PULSE EVOLUTION CORPORATION, a Nevada corporation (“Pulse” and together with FaceBank, Merger Sub and Evolution AI collectively, the “Borrower”) and FB LOAN SERIES I, LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 19, 2020 by and among FaceBank Group, Inc., a Florida corporation (“FaceBank”), fuboTV Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of FaceBank (“Merger Sub”), and fuboTV Inc., a Delaware corporation (“fuboTV”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
COLLATERAL ASSIGNMENT OF LOAN AGREEMENT DOCUMENTSCollateral Assignment of Loan Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
THIS COLLATERAL ASSIGNMENT OF LOAN AGREEMENT DOCUMENTS (as amended, restated, supplemented or otherwise modified from time to time, this “Assignment”) is entered into as of March 19, 2020 by and between FACEBANK GROUP, INC., a Florida corporation (“Assignor”), and FB LOAN SERIES I, LLC, a Delaware limited liability company (“Purchaser”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of March 19, 2020, by FACEBANK GROUP, INC., a Florida corporation (the “FaceBank”), FuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”), EVOLUTION AI CORPORATION, a Florida corporation (“Evolution AI”), PULSE EVOLUTION CORPORATION, a Nevada corporation (“Pulse” and together with FaceBank, Merger Sub and Evolution AI, collectively, the “Grantor”), in favor of FB LOAN SERIES I, LLC, a Delaware limited liability company (herein, “Grantee”):
COLLATERAL ASSIGNMENT OF MERGER AGREEMENT DOCUMENTSCollateral Assignment of Merger Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
THIS COLLATERAL ASSIGNMENT OF MERGER AGREEMENT DOCUMENTS (as amended, restated, supplemented or otherwise modified from time to time, this “Assignment”) is entered into as of March 19, 2020 by and among FACEBANK GROUP, INC., a Florida Corporation (“FaceBank”), FUBOTV ACQUISITION CORP., a Delaware corporation (“Merger Sub” and together with FaceBank, collectively, the “Assignor”), and FB LOAN SERIES I, LLC, a Delaware limited liability company (the “Purchaser”).
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE LENDER PURSUANT TO OR IN CONNECTION WITH THIS LOAN AGREEMENT, THE TERMS OF THIS LOAN AGREEMENT, AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE LENDER...Loan and Security Agreement • March 23rd, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
This LOAN AND SECURITY AGREEMENT, dated as of March 19, 2020 (this “Loan Agreement”), is entered by and between fuboTV Inc., a Delaware corporation (“Borrower”); and FaceBank Group, Inc., a Florida corporation (“Lender”). Capitalized terms used and not otherwise defined in this Loan Agreement shall have the respective meanings given to such terms in Article 10.
