UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 30, 2020

 

FACEBANK GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida   000-55353    26-4330545

(State or other jurisdiction of

incorporation or organization)

  (Commission
File Number) 		  (I.R.S. Employer
Identification Number)

 

1115 Broadway, 12th Floor, New York, NY   10010
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code:   (212)-537-5775

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Counterpart Agreement

 

On April 30, 2020, FaceBank Group, Inc., a Florida corporation (the “Company” or “FaceBank”), entered into a counterpart agreement (the “Counterpart Agreement”) with AMC Networks Ventures LLC (“AMC”) delivered pursuant to that certain Credit and Guaranty Agreement, dated as of April 6, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among fuboTV Inc., a Delaware corporation and a wholly-owned subsidiary of FaceBank (“fuboTV”), certain subsidiaries of fuboTV, as guarantors, the lenders from time to time party thereto, and AMC, as administrative agent and collateral agent.

 

Pursuant to the Counterpart Agreement, FaceBank guaranteed the obligations of fuboTV under the Credit Agreement. There is currently $23,750,000 in aggregate principal amount outstanding under the Credit Agreement.

 

Joinder Agreement

 

On April 30, 2020, fuboTV and Sports Rights Management, LLC, a Delaware limited liability company and wholly-owned subsidiary of fuboTV (“SRM”), entered into a joinder agreement (the “Joinder Agreement”) in favor of FB Loan Series I, LLC (“FB Loan”), a Delaware limited liability company, in connection with that certain Note Purchase Agreement, dated as of March 19, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among FaceBank, fuboTV Acquisition Corp.), a Delaware corporation (“Merger Sub”), Evolution AI Corporation (“Evolution”), a Florida corporation, Pulse Evolution Corporation, a Nevada corporation (“Pulse”, and collectively with FaceBank, Merger Sub and Evolution, the “Borrowers”), and FB Loan. The Joinder Agreement is effective as of April 2, 2020.

 

Pursuant to the Joinder Agreement, (a) fuboTV joined the Note Purchase Agreement, became an issuer of notes and a borrower thereunder, assumed all obligations of the Borrowers in connection therewith, and granted a lien on substantially all of its assets to secure its obligations under the Note Purchase Agreement and any notes issued pursuant thereto and (b) SRM guaranteed the obligations of the Borrowers and fuboTV under the Note Purchase Agreement and any notes issued pursuant thereto and granted a security interest in substantially all of its assets to secure its guaranty obligations. The Borrowers have previously issued notes in an aggregate principal amount of $10,050,000 pursuant to the Note Purchase Agreement.

 

Guaranty Agreement

 

On April 30, 2020, in connection with the Joinder Agreement, SRM entered into a guaranty agreement (the “Guaranty Agreement”) in favor of FB Loan, pursuant to which SRM guaranteed the obligations of Borrower under fuboTV under the Note Purchase Agreement. The Guaranty Agreement is effective as of April 2, 2020. The aggregate principal amount of notes issued pursuant to the Note Purchase Agreement and currently outstanding is $10,050,000.

 

The foregoing descriptions of the Counterpart Agreement, Joinder Agreement, the Note Purchase Agreement, and Guaranty Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Counterpart Agreement, Joinder Agreement and Guaranty Agreement, filed as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated by reference into this Item 1.01.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
10.1†   Counterpart Agreement, dated as of April 30, 2020, by and between FaceBank Group, Inc. and AMC Networks Ventures LLC.

10.2†

 

10.3

 

Joinder Agreement dated as of April 30, 2020 and effective April 2, 2020, by and among fuboTV Inc., Sports Rights Management, LLC, and FB Loan Series I, LLC.

Guaranty Agreement, dated as of April 30, 2020, issued by Sports Rights Management, LLC to FB Loan Series I, LLC.

 

† Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  FACEBANK GROUP, INC.
     
Date: May 6, 2020 By: /s/ David Gandler
  Name: David Gandler
  Title: Chief Executive Officer

 

 

 

Exhibit 10.1

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

COUNTERPART AGREEMENT

 

This COUNTERPART AGREEMENT, dated April 30, 2020 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of April 6, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FUBOTV INC., a Delaware corporation (“Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and AMC NETWORKS VENTURES LLC, as Administrative Agent and Collateral Agent.

 

Section 1. Pursuant to Section 5.11 of the Credit Agreement, the undersigned hereby:

 

(a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the provisions of Section 7 thereof;

 

(b) represents and warrants that the representations and warranties set forth in Sections 4.1, 4.3, 4.4, 4.5, and 4.6 (solely with respect to the first sentence thereof) of the Credit Agreement applicable to the undersigned are (subject, with respect solely to the undersigned, to any applicable updates to the Disclosure Letter reflected in the updated Disclosure Letter attached hereto as Exhibit A) true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) as of the date of this Counterpart Agreement both before and after giving effect to this Counterpart Agreement to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of such earlier date; and

 

(c) irrevocably and unconditionally guarantees the performance and payment in full of all Obligations when the same become due in accordance with the terms of the Credit Agreement and the other Credit Documents, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement.

 

 

 

 

Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take all such additional actions and to execute and deliver, or cause to be executed and delivered, all such additional documents, instruments, agreements, and certificates as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought (subject to any waivers or other disclaimers provided by the undersigned in this Counterpart Agreement or in the Credit Documents). Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.1 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

 

THE VALIDITY OF THIS COUNTERPART AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

[Remainder of page intentionally left blank]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

 

  FaceBank Group, Inc.
     
  By:  
  Name: John Textor
  Title: Chief Executive Officer

 

Address for Notices:

 

c/o FaceBank

1115 Broadway, 12th Floor

New York, NY 10010

Attention: Chief Executive Officer

Email: john.textor@facebank.com

 

with a copy to:

 

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attention: Mitchell S. Nussbaum

Email: mnussbaum@loeb.com

 

AND

 

Wilson Sonsini Goodrich & Rosati P.C.

1301 Avenue of the Americas, 40th Floor

New York, NY 10019-6022

Attention: Megan J. Baier

Email: mbaier@wsgr.com

 

AND

 

Wilson Sonsini Goodrich & Rosati P.C.

650 Page Mill Road

Palo Alto, CA 94304-1050

Attention: Robert G. Day

Email: rday@wsgr.com

 

ACKNOWLEDGED AND ACCEPTED,

as of the date first written:

 

AMC NETWORKS VENTURES LLC,

as Administrative Agent and Collateral Agent

 

By:    
Name:    
Title:    

 

[Signature Page to Counterpart Agreement] 

 

 

 

 

Exhibit A

 

Updated Disclosure Letter

 

 

 

 

Schedule 4.1

 

Organization; Requisite Power and Authority; Qualification

 

Subsidiary  

Jurisdiction of

Organization

 

Principal Place

of Business;

Registered Office

 

U.S. Taxpayer

Identification

Number

 

Organizational

Identification

Number

FaceBank

Group, Inc.

  Florida  

1115 Broadway, 12th Floor New York, NY 10010

  [***]    P09000016429
                 
FuboTV Inc.   Delaware   1330 Avenue of the Americas, 7th Floor, New York, NY 10019   [***]   5491463
                 

Sports Rights

Management, LLC

  Delaware   1330 Avenue of the Americas, 7th Floor, New York, NY 10019   [***]   6415700
                 

Fubo TV Spain,

SL 		  Spain   Paseo De La Castellana, Numero 259c, Planta 16 Madrid, Spain   N/A    N/A

 

 

 

Exhibit 10.2

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

JOINDER AGREEMENT

 

This Joinder Agreement (this “Agreement”) effective as of April 2, 2020 (the “Effective Date”) is made by FuboTV Inc., a Delaware corporation (the “Additional Borrower”) and each of the Persons listed on Exhibit A attached hereto (individually, an “Additional Guarantor”, and collectively, the “Additional Guarantors” and together with the Additional Borrower, collectively, the “Joinder Parties” and each, individually, a “Joinder Party”), in favor of FB LOAN SERIES I, LLC (the “Purchaser”) in connection with that certain Note Purchase Agreement dated as of March 16, 2020 (as the same may be further amended, restated, supplemented, or replaced from time to time, the “Note Purchase Agreement”), initially by and between, Purchaser and FaceBank Group, Inc., a Florida corporation (“FaceBank”), Evolution AI Corporation, a Florida corporation (“Evolution”), Pulse Evolution Corporation, a Nevada corporation (“Pulse”), and FUBOTV ACQUISITION CORP., a Delaware corporation (“Merger Sub” and together with FaceBank, Evolution and Pulse, collectively, the “Borrower”), which, on the Effective Date merged into and is survived by the Additional Borrower (the “Merger”), the sole equity holder of the Additional Guarantors, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated March 19, 2020 by and among FaceBank, Merger Sub and FuboTV. Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings ascribed to them in the Note Purchase Agreement.

 

WITNESSETH:

 

WHEREAS, pursuant to Section 8.17(g) of the Note Purchase Agreement, the Borrower agreed, upon the date of the consummation of the Merger to cause FuboTV to join the Note Purchase, become an issuer of the Notes and a Borrower under the Note Purchase Agreement and assume all Obligations in connection therewith, and for each Subsidiary of Additional Borrower located in the United States to join the Note Documents to guaranty the Obligations (the “Merger Date Joinder”);

 

WHEREAS, each Joinder Party desires to effectuate the Merger Date Joinder and to execute and deliver to Purchaser such Note Documents as Purchaser may require, including, without limitation: (a) this Agreement, (b) the Notes (including any amendments and restatements thereof), (c) the Collateral Documents, (d) a guaranty agreement, in the form attached hereto as Exhibit B (the “Guaranty Agreement”), and (e) such joinder acknowledgments and other instruments, agreements and documents as may be necessary to confirm such Joinder Party’s Obligations under the Note Purchase Agreement, the Notes, and the other Note Documents, as applicable, and to create in favor of Purchaser, a valid and perfected security interest (subject only to Permitted Liens) in, and Lien on, the Collateral being provided by such Joinder Party; and

 

WHEREAS, as a Borrower, the Additional Borrower will have all the rights and obligations, as a joint and several obligor, of a Borrower under the Note Purchase Agreement, the Notes and the other Note Documents and, as a Guarantor (as defined in the Guaranty Agreement), each Additional Guarantor will have all the rights and obligations as a Grantor under the Collateral Documents.

 

NOW, THEREFORE, for and in consideration of the mutual covenants, conditions, stipulations and agreements set forth in the Note Purchase Agreement and the other Note Documents, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows, intending to be legally bound:

 

 
 

 

1. The Additional Borrower hereby assumes, agrees that it is liable for, and promises to pay, perform, and observe, all of the terms, restrictions, conditions and other Obligations of a Borrower under the Note Purchase Agreement, the Notes and the other Note Documents, all as fully as though it were an original party thereto, and, by execution of this Agreement, is hereby designated a “Borrower” for all purposes of, and hereby agrees to be bound by, as a joint and several obligor, each and all of the terms, restrictions, conditions, and other Obligations of the Note Purchase Agreement, the Notes, and the other Note Documents. The Additional Borrower will deliver to Purchaser such duly executed other Note Documents as Purchaser may reasonably request to confirm the Obligations of the Additional Borrower under this Agreement and the other Note Documents and to perfect the security interests and other Liens granted in the Collateral of the Additional Borrower. The Additional Borrower acknowledges and agrees that: (a) the Obligations are valid, enforceable (except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor’s rights generally) and existing Indebtedness payable by the Additional Borrower to Purchaser and (b) as of the Effective Date, the Additional Borrower does not have any counterclaims, set-offs, offsets or defenses or any rights of set-off, offsets, or defense of any kind or nature whatsoever with respect to the Obligations.

 

2. Each Additional Guarantor hereby agrees to execute and deliver to Purchaser the Guaranty Agreement and become a Guarantor (as defined therein). Each Additional Guarantor will deliver to Purchaser such duly executed other Note Documents as Purchaser may reasonably request to confirm the Obligations of such Additional Guarantor under this Agreement and the other Note Documents and to perfect the security interests and other Liens granted in the Collateral of such Additional Guarantor. Each Additional Guarantor acknowledges and agrees that: (a) the Obligations are valid, enforceable (except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor’s rights generally) and existing Indebtedness payable by such Additional Guarantor to Purchaser and (b) as of the Effective Date, such Additional Guarantor does not have any counterclaims, set-offs, offsets or defenses or any rights of set-off, offsets, or defense of any kind or nature whatsoever with respect to the Obligations.

 

3. Purchaser confirms that the Additional Borrower is a “Borrower” under the Note Purchase Agreement, the Notes, and the other Note Documents and all of the rights and obligations of a Borrower under the Note Purchase Agreement, the Notes, and the other Note Documents shall inure to and bind, as a joint and several obligor, the Additional Borrower.

 

4. (a) The information set forth in Annex I attached hereto is hereby added to the information set forth in the disclosure schedules to Note Purchase Agreement. The Joinder Parties represent and warrant that such information is true and correct in all respects. (b) The information set forth in Annex II attached hereto is hereby added to the information set forth in the disclosure schedules to the Collateral Documents, as applicable. The Joinder Parties represent and warrant that such information is true and correct in all respects and that the Collateral set forth thereon shall be and become part of the Collateral referred to in the Note Purchase Agreement and shall secure all Obligations.

 

5. The parties hereto acknowledge and agree that this Agreement and the Guaranty Agreement shall constitute a “Note Document” and that this Agreement may be attached to any applicable Note Document.

 

6. As of the date hereof, each Joinder Party hereby (a) warrants and represents to Purchaser that each warranty and representation applicable to each Joinder Party under the Note Purchase Agreement and the other Note Documents (other than with respect to representations and warranties which specifically relate to a prior date) is true and correct in all material respects (except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect) and (b) further reaffirms all covenants in the Note Purchase Agreement and other Note Documents.

 

-2-
 

 

7. Incorporation by Reference. Sections 13.2 (Notices) , 13.3 (Successors and Assigns), 13.4 (Amendment and Waiver), 13.7 (Governing Law) and 13.8 (Jurisdiction, Jury Trial Waiver, Etc.) of the Note Purchase Agreement are hereby incorporated herein by reference, mutatis mutandis.

 

8. Counterparts; Fax Signature. Facsimile or any other electronic transmission of any executed original document and/or retransmission of any executed facsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile or other electronic transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

9. Joinder Party Acknowledgments. Each Joinder Party hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, and (b) each Joinder Party shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, each Joinder Party by Purchaser is for the protection of Purchaser and neither any Joinder Party nor any third party is entitled to rely thereon.

 

[Signature Page Follows]

 

-3-
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date, to be effective at all times on and after the effective time of the Merger.

 

  FUBOTV INC.
     
  By:                         
  Name:  
  Title:  
     
  SPORTS RIGHTS MANAGEMENT, LLC
     
  By:  
  Name:  
  Title:  

 

[Joinder Agreement]

 

 
 

 

Acknowledged and Accepted as of the Effective Date to be effective at all times on and after the effective time of the Merger:

 

FB LOAN SERIES I, LLC  
     
By:          
Name:    
Title:    

 

[Joinder Agreement]

 

 
 

 

EXHIBIT A

 

1. Sports Rights Management, LLC, a Delaware limited liability company

 

 
 

 

EXHIBIT B

 

GUARANTY AGREEMENT

 

[See Attached]

 

 
 

 


ANNEX I

 

ADDENDUM TO NOTE PURCHASE AGREEMENT SCHEDULES

 

[See Attached]

 

 
 

 

ADDENDUM TO NOTE PURCHASE AGREEMENT SCHEDULES

 

 
 

 

Schedule 6.1

 

Foreign Qualifications

 

Entity Name   Jurisdiction of Organization   Other Jurisdictions Where Entity is Qualified to do Business
fuboTV Inc.   Delaware  

New York

 

Sports Rights Management, LLC   Delaware  

None.

 

 
 

 

Schedule 6.22

 

Potential Conflicts of Interest

 

None.

 

 
 

 

Schedule 9.5

 

Investments

 

1. Investments by FaceBank Group Inc. in fuboTV Inc.
   
2. Investments by fuboTV Inc. in Sports Rights Management, LLC
   
3. Investments by fuboTV Inc. in Fubo TV Spain S.L.

 

 
 

 

Schedule 9.11

 

Transactions With Affiliates

 

1. Credit and Guaranty Agreement, dated as of April 6, 2018, by and between AMC Networks Ventures LLC, as administrative agent and collateral agent, the lenders from time to time party thereto, fuboTV Inc. and certain subsidiaries of fuboTV Inc. from time to time party thereto as guarantors, as amended, restated, supplemented or otherwise modified from time to time, together with any documents or other agreements entered into in connection therewith.
   
2. Binding Term Sheet between fuboTV Inc. and Viacom Media Network, a division of Viacom International, Inc.

 

 
 

 

Schedule 11.1(j)

 

Judgments

 

None.

 

 
 

 

ANNEX II

 

ADDENDUM TO COLLATERAL DOCUMENT SCHEDULES

 

[See Attached]

 

 
 

 

ADDENDUM TO SECURITY AGREEMENT SCHEDULES

 

Schedule 1.1

 

Excluded Deposit Accounts

 

Owner   Bank Name   Account Number   Account Purpose
fuboTV Inc.  

JP Morgan Chase 70 Park Avenue, FL 42 New York, NY 10017

  [***]   [***]

 

 
 

 

Schedule 3.6

 

Filing Jurisdictions, Collateral Locations

 

Entity

Name

 

Names Used

in Prior 5

Years

 

State of

Organization

 

Acquisitions in

Prior 5 Years

 

Headquarters

 

Location of

Collateral (other

than HQs)

 

FEIN

fuboTV Inc.   fuboTV Inc.   Delaware   None   1330 Avenue of the America, 7th Floor New York, NY 10019   N/A   [***]
Sports Rights Management LLC   N/A   Delaware   None   1330 Avenue of the America, 7th Floor New York, NY 10019   N/A   [***]

 

 
 

 

Schedule 3.8

 

Other Collateral

 

Chattel Paper

 

None.

 

Commercial Tort Claims

 

None.

 

Instruments

 

None.

 

 
 

 

Schedule 3.9

 

Deposit Accounts and Securities Accounts

 

Owner   Bank Name   Account Number   Account Purpose
fuboTV Inc.  

JP Morgan Chase 70 Park Avenue, FL 42 New York, NY 10017

 

  [***]   Checking
fuboTV Inc.  

JP Morgan Chase 70 Park Avenue, FL 42 New York, NY 10017

 

  [***]   Checking
fuboTV Inc.   JP Morgan Chase  70 Park Avenue, FL 42 New York, NY 10017   [***]    Money Market

 

 
 

 

Schedule 3.10

 

Intellectual Property

 

Trademark Registrations

 

Trademark   Owner   Registration Number   Registration Date
  fuboTV Inc.  

017035213

 

  December 21, 2017
FUBOTV (STANDARD CHARACTER MARK)   fuboTV Inc.   86-876,349  

January 15, 2016

 

  fuboTV Inc.   87-637,227   October 6, 2017

 

Trademark Applications

 

None.

 

Patent Registrations

 

Patent   Owner   Patent/Publication Number   Issue Date
P440132.US.01 SYSTEMS AND METH-ODS FOR ADAPTIVELY ENCODING VIDEO STREAM   fuboTV Inc.   10,440,367   10/08/2019
P440135.US.01 SYSTEMS AND METH-ODS FOR SECURELY GENERATING LIVE PREVIEWS   fuboTV Inc.   10,419,786   09/17/2019
P440142.WO.01 DISPLAY SCREEN OR PORTION THEREOF WITH ANIMATED GRAPHICAL USER INTER-FACE   fuboTV Inc.   DM/203087   03/22/2019
P440132.EP.01 SYSTEMS AND METH-ODS FOR VIDEO EN-CODING   fuboTV Inc.   3579565   12/11/2019
P440135.EP.01 SYSTEMS AND METH-ODS FOR SECURELY GENERATING LIVE PREVIEWS   fuboTV Inc.   3598771   01/22/2020
P440135.US.02 SYSTEMS AND METH-ODS FOR SECURELY GENERATING LIVE PREVIEWS   fuboTV Inc.   US-2020-0029104-A1   01/23/2020
P440142.US.04 SYSTEMS AND METHODS FOR DIS-PLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTER-FACE   fuboTV Inc.   CA3045125A1   08/13/2019

 

 
 

 

Patent Applications

 

Patent   Owner   Application Number   Filed Date
P440132.US.01C SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING VIDEO STREAM   fuboTV Inc.   16/577,481   09/20/2019
P440135.CA.01 SYSTEMS AND METH-ODS FOR SE-CURELY GENERATING LIVE PRE-VIEWS   fuboTV Inc.   3049591   07/12/2019
P440139.EP.01 SYSTEMS AND METH-ODS FOR GENERATING INDIVIDUAL-IZED PLAYLISTS   fuboTV Inc.   19198697.5   09/20/2019
P440139.US.01 SYSTEMS AND METH-ODS FOR GENERATING INDIVIDUAL-IZED PLAYLISTS   fuboTV Inc.   16/138,604   09/21/2018
P440139.CA SYSTEMS AND METHODS FOR GENERATING INDIVIDUAL-IZED PLAYLISTS   fuboTV Inc.   3055711   09/17/2019
P440142.US.03 DISPLAY SCREEN OR PORTION THEREOF WITH GRAPH-ICAL USER INTERFACE   fuboTV Inc.   29/693,030   05/30/2019
P440142.US.04 SYSTEMS AND METHODS FOR DIS-PLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTER-FACE   fuboTV Inc.   16/580,920   09/24/2019
P440142.WO.02 SYSTEMS AND METH-ODS FOR DIS-PLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTER-FACE   fuboTV Inc.   PCT/US2019/052707   09/24/2019

 

Copyright Registrations

 

None.

 

Copyright Applications

 

None.

 

 
 

 

Schedule 3.12

 

Investment Property, Partnership/LLC Interests, Capital Stock

 

Stock: None.

 

Membership Interests: 100% interest in Sports Rights Management, LLC, a Delaware limited liability company; FuboTV Spain S.L., a Spanish limited company.

 

Partnership Interest: None.

 

 
 

 

Schedule 3.13

 

Government Contracts

 

None.

 

 
 

 

Schedule 3.14

 

Vehicles

 

None.

 

 
 

 


Schedule 3.15

 

Pledged Real Property

 

None.

 

 
 

 

ADDENDUM TO TRADEMARK SECURITY AGREEMENT

 

 
 

 

SCHEDULE I

 

Trademarks

 

Trademark Registrations

 

Trademark   Owner   Registration Number   Registration Date
  fuboTV Inc.  

017035213

 

  December 21, 2017
FUBOTV (STANDARD CHARACTER MARK)   fuboTV Inc.   86-876,349  

January 15, 2016

 

  fuboTV Inc.   87-637,227   October 6, 2017

 

Trademark Applications

 

None.

 

 

 

Exhibit 10.3

 

Execution Version

 

GUARANTY AGREEMENT

 

THIS GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is effective as of April 2, 2020 and entered into by SPORTS RIGHTS MANAGEMENT, LLC, a Delaware limited liability company (“SRM” and, together with any other Person joined hereto from time to time, collectively, the “Guarantors”, and each individually a “Guarantor”), in consideration of the financial accommodations made by the Purchaser (as defined below) to FACEBANK GROUP, INC., a Florida corporation (“FaceBank”), EVOLUTION AI CORPORATION, a Florida corporation (“Evolution”), PULSE EVOLUTION CORPORATION, a Nevada corporation (“Pulse”), and FUBOTV ACQUISITION CORP., a Delaware corporation (“Merger Sub” and together with FaceBank, Evolution and Pulse, collectively, the “Borrower”) pursuant to that certain Note Purchase Agreement, dated as of March 19, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), initially among the Borrower, FB LOAN SERIES I, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and the other Persons from time to time party thereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used herein shall have the meanings ascribed thereto in the Purchase Agreement.

 

WHEREAS, on the date hereof, Merger Sub merged into and is survived by FUBOTV INC., a Delaware corporation (the “Additional Borrower”) and sole equity holder of SRM, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated March 19, 2020 by and among FaceBank, Merger Sub and FuboTV (the “Merger”);

 

WHEREAS, pursuant to Section 8.17(g) of the Note Purchase Agreement, the Borrower agreed, upon the date of the consummation of the Merger to cause FuboTV to join the Note Purchase, become an issuer of the Notes and Borrower under the Note Purchase Agreement and assume all Obligations in connection therewith, and for each Subsidiary of FuboTV located in the United States to join the Note Documents to guaranty the Obligations (the “Merger Date Joinder”);

 

WHEREAS, SRM entered into that certain Joinder Agreement dated as of the date hereof (the “Joinder Agreement”), by and among Additional Borrower, SRM and Purchaser, pursuant to which it agreed to effectuate the Merger Date Joinder by, among other actions, executing and delivering this Guaranty.

 

NOW, THEREFORE, for and in consideration of the mutual covenants, conditions, stipulations and agreements set forth in the Note Purchase Agreement and the other Note Documents, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows, intending to be legally bound:

 

1. Guaranty of Obligations. The Guarantors hereby, jointly and severally, unconditionally guarantee, and become surety for, the prompt payment and performance of all Obligations as defined under the Purchase Agreement, and all reasonable, out-of-pocket costs and expenses of the Purchaser incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with this Guaranty and each Note Document to which any Guarantor is party, including reasonable and documented out-of-pocket attorneys’ fees and expenses (hereinafter referred to collectively as the “Obligations”).

 

2. Nature of Guaranty; Waivers.

 

(a) This is a guaranty of payment and not of collection and Purchaser shall not be required or obligated, as a condition of any Guarantor’s liability, to make any demand upon or to pursue any of its rights against Borrower, any other Guarantor, any other Person, or to pursue any rights which may be available to it with respect to any other Person who may be liable for the payment of the Obligations.

 

 

 

 

(b) This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been paid in full (other than contingent indemnification obligations for which no claim has been made), or the Purchaser has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by Purchaser of any other Person, or any other guaranty or any security held by it for any of the Obligations, by any failure of Purchaser to take any steps to perfect or maintain its Lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, recoupment, deduction or defense based upon any claim any Guarantor may have (directly or indirectly) against Borrower, Purchaser or any other Person, except payment of the Obligations.

 

(c) Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon Purchaser’s failure to comply with the notice requirements under any applicable law as in effect from time to time are hereby waived to the extent permitted by applicable law. Each Guarantor waives, to the extent permitted by applicable law, all defenses based on suretyship or impairment of collateral.

 

(d) Purchaser at any time and from time to time, without notice to or the consent of any Guarantor, and without impairing or releasing, discharging or modifying the Guarantors’ liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations in such order, manner and amount as the Purchaser may determine in their sole discretion; (d) settle, compromise or deal with any other person, including Borrower or any Guarantor, with respect to any Obligations in such manner as Purchaser deems appropriate in their sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein.

 

3. Repayments or Recovery. If the incurrence or payment of the Obligations by Borrower, Guarantor or any other Person or the transfer to Purchaser of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of Title 11 of the Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (each, a “Voidable Transfer”), and if Purchaser is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that Purchaser is required or elects to repay or restore, and as to all reasonable and documented costs, expenses, and out-of-pocket attorneys’ fees of Purchaser related thereto, the liability of each Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made and any Liens held by Purchaser previously released or terminated with respect to any Collateral shall be reinstated as of the date on which Purchaser repays or restores such Voidable Transfer. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by any Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to Purchaser’s rights hereunder and will be deemed to have been conditioned upon the provisions of this Section 3.

 

- 2 -

 

 

4. Enforceability of Obligations. To the extent permitted by applicable law, (a) no modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge any Guarantor’s liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against each Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted, (b) each Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of Borrower that may result from any such proceeding and (c) each Guarantor expressly waives the effect of any statute of limitations or other limitations on any actions under this Guaranty.

 

5. Events of Default. Upon the occurrence and during the continuance of any Event of Default, the Purchaser may (a) demand that the Guarantors, jointly and severally, pay to Purchaser, all of the Obligations; and (b) exercise any or all of their rights and remedies against any Guarantor, whether provided for hereunder, under any Note Document or under any applicable law, including the rights of a secured party under the Uniform Commercial Code.

 

6. Collateral. This Guaranty is secured pursuant to the terms of that certain Security Agreement, dated the March 19, 2020, by the Borrower in favor of the Purchaser, as modified and supplemented by the Joinder Agreement, pursuant to which SRM joined such Security Agreement, and any other security documents which any Guarantor executes and delivers to Purchaser and by such other collateral as previously may have been or may in the future be granted to the Purchaser to secure any Obligations of the Guarantors or any of them.

 

7. Costs. To the extent that Purchaser incurs any costs or expenses in protecting or enforcing its rights under the Obligations, this Guaranty, the Purchase Agreement or any Note Document related hereto or thereto, including reasonable and documented out-of-pocket attorneys’ fees and the reasonable and documented costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the highest default rate applicable to the Obligations under the Purchase Agreement.

 

8. Postponement of Subrogation. Until the Obligations are paid in full (other than contingent indemnification obligations for which no claim has been made), expire, are terminated and are not subject to any right of revocation or rescission, each Guarantor postpones and subordinates in favor of the Purchaser any and all rights which such Guarantor may have to (a) assert any claim whatsoever against Borrower based on subrogation, exoneration, reimbursement, or indemnity or any right of recourse to security for the Obligations with respect to payments made hereunder and (b) any realization on any property of Borrower, including participation in any marshalling of Borrower’s assets.

 

9. Preservation of Rights. No delay or omission on the Purchaser’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Purchaser’s action or inaction impair any such right or power. The Purchaser’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Purchaser may have under any other agreements, at law or in equity. The Purchaser may proceed in any order against Borrower, any Guarantor or any other obligor of, or collateral securing, the Obligations.

 

- 3 -

 

 

10. Illegality. If any provision contained in this Guaranty should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this Guaranty.

 

11. Entire Agreement. This Guaranty (including the documents and instruments referred to herein, including the Purchase Agreement and the Note Documents) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantors and the Purchaser with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from any Guarantor to the Purchaser.

 

12. Indemnity. Each Guarantor shall defend, protect, indemnify, pay and save harmless Purchaser and Affiliates and its officers, directors, agents, employees, Subsidiaries, partners, members, attorneys, accountants and controlling persons (each an “Indemnified Party”) to the fullest extent permitted by law to the same extent as if such Guarantor were a Borrower under the Purchase Agreement.

 

13. Incorporation by Reference. Sections 13.2 (Notices) , 13.3 (Successors and Assigns), 13.4 (Amendment and Waiver), 13.7 (Governing Law) and 13.8 (Jurisdiction, Jury Trial Waiver, Etc.) of the Note Purchase Agreement are hereby incorporated herein by reference, mutatis mutandis.

 

Each Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, including the waiver of jury trial incorporated by reference herein, and has been advised by counsel as necessary or appropriate.

 

[Signature Page Follows]

 

- 4 -

 

 

IN WITNESS WHEREOF, the undersigned has executed this Guaranty, as of the date first written above, with the intent to be legally bound hereby.

  

 

SPORTS RIGHTS MANAGEMENT, LLC, a

Delaware limited liability company

     
  By:                              
  Name: David Gandler
  Title: CEO

 

[Signature Page to Guaranty Agreement]