18,300,000 Shares FUBOTV, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
FUBOTV INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of January 2, 2024 Convertible Senior...Indenture • January 2nd, 2024 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
INDENTURE, dated as of January 2, 2024 (the “Issue Date”), among FUBOTV INC., a Florida corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), Edisn Inc., a Delaware corporation, fuboTV Media Inc., a Delaware corporation, Fubo Studios Inc., a Delaware corporation, and Sports Rights Management, LLC, a Delaware limited liability company, as guarantors (collectively, the “Guarantors”, as more fully set forth in Section 1.01), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01) and as collateral agent (the “Collateral Agent”, as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2018 • Recall Studios, Inc. • Services-motion picture & video tape production • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 10, 2018, by and between RECALL STUDIOS, INC., a Florida corporation (the “Company”), and SCA CAPITAL PTY, LTD., an Australian company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
fuboTV INC. SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) SALES AGREEMENTSales Agreement • August 13th, 2021 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
fuboTV Inc., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with each of Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc. (each an “Agent”, and collectively, the “Agents”), as follows:
FACEBANK GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • Florida
This Indemnification Agreement (this “Agreement”) is dated as of [DATE], and is between FaceBank Group, Inc., a Florida corporation (the “Company”), and [INDEMNITEE] (“Indemnitee”).
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
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 17th, 2018 • Recall Studios, Inc. • Services-motion picture & video tape production • Florida
This equity purchase agreement is entered into as of May 10, 2018 (this “Agreement”), by and between Recall Studios, Inc., a Florida corporation (the “Company”), and SCA Capital PTY, LTD., an Australian company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2017 • Carolco Pictures, Inc. • Services-motion picture & video tape production • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 18, 2017, is entered into by and between CAROLCO PICTURES, INC., a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
fuboTV INC. SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) SALES AGREEMENTSales Agreement • August 5th, 2022 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
fuboTV Inc., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with each of Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC (each an “Agent”, and collectively, the “Agents”), as follows:
ContractFaceBank Group, Inc. • July 6th, 2020 • Services-motion picture & video tape production • New York
THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE.
CREDIT AND GUARANTY AGREEMENT dated as of April 6, 2018 among FUBOTV INC., as Borrower, CERTAIN SUBSIDIARIES OF FUBOTV INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and AMC NETWORKS VENTURES LLC, as Administrative Agent and Collateral...Credit and Guaranty Agreement • October 1st, 2020 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 6, 2018, is entered into by and among FUBOTV INC., a Delaware corporation (“Borrower”) and the Subsidiaries of Borrower party hereto from time to time, as Guarantors, the Lenders party hereto from time to time, AMC Networks Ventures LLC (“AMC”), as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and Collateral Agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
1 - US-DOCS\143497467.2 STANDARD FORM FUBOTV INC. 2023 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the fuboTV Inc. 2023...fuboTV Inc. /FL • August 7th, 2023 • Services-motion picture & video tape production • New York
Employment Agreement FaceBank Group, Inc., d/b/a FuboTV, Inc. — Simone NardiEmployment Agreement • June 12th, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • Florida
This Employment Agreement (this “Agreement”) is made and entered into as of the date of June 8, 2020, (the “Commencement Date”) by and between FaceBank Group, Inc., a Florida corporation (the “Company”) d/b/a fuboTV, Inc., a Delaware corporation and Simone Nardi (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”
RECALL STUDIOS EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2018 • Recall Studios, Inc. • Services-motion picture & video tape production • New York
This Executive Employment Agreement (this “Agreement”) is made and entered into effective the 1st day of February, 2018 (the “Effective Date”) by and among Recall Studios, Inc. (“Employer”) and Alexander Bafer (“Executive”), an individual (each a “Party” and collectively, the “Parties”).
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”).
LETTER AGREEMENTLetter Agreement • January 14th, 2019 • Recall Studios, Inc. • Services-motion picture & video tape production • Florida
This Letter Agreement is made this 7th day of December, 2018 by and between Recall Studios, Inc. (the “Company”) and Laura Anthony (“Advisor”) in connection with Advisor’s provision of legal services to the Company. The purpose of this Agreement is to set forth the terms of equity compensation that Advisor has agreed to receive in lieu of cash for certain legal advisory services.
FUBOTV INC. 3.25% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENTPurchase Agreement • February 2nd, 2021 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
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
AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORSAgreement for Chairman of Board of Directors • February 7th, 2018 • Recall Studios, Inc. • Services-motion picture & video tape production • Florida
THIS AGREEMENT is made and entered into effective as of February 1, 2018 (the “Effective Date”), by and between Recall Studios, Inc., a Florida corporation, (“Company”) and Alexander Bafer, an individual (“Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2011 • Brick Top Productions, Inc. • Florida
THIS EMPLOYMENT AGREEMENT (the "Agreement") shall be effective as of September ___, 2010 (the "Commencement Date") by and between York Entertainment, Inc., a Florida corporation (the "Company"), and Christopher Leone ("Employee").
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.
BRICK TOP PRODUCTIONS EXECUTIVE SERVICES AGREEMENTProductions Executive Services Agreement • December 17th, 2014 • Brick Top Productions, Inc. • Services-motion picture & video tape production • Florida
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”).
STOCK REDEMPTION AND ISSUANCE AGREEMENT Dated as of July 21, 2016Stock Redemption and Issuance Agreement • July 26th, 2016 • Carolco Pictures, Inc. • Services-motion picture & video tape production • Florida
This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between South Centre, Inc. (“South Centre”) and Carolco Pictures, Inc., a Florida corporation (the “Company”).
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 6th, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production
This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of July 1, 2020, is entered into by and among FACEBANK GROUP, INC., a Florida corporation (“FaceBank”), Evolution AI Corporation, a Florida corporation (“Evolution”), Pulse Evolution Corporation, a Nevada corporation (“Pulse”), FUBOTV INC., a Delaware corporation (“FuboTV”) and SPORTS RIGHTS MANAGEMENT, LLC, a Delaware limited liability company (“SRM” and together with FaceBank, Evolution, Pulse and FuboTV, collectively, the “Borrower”) and FB LOAN SERIES I, LLC, a Delaware limited liability company (the “Purchaser”).
Employment AgreementEmployment Agreement • May 8th, 2023 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
This Employment Agreement (this “Agreement”) is effective as of May 4, 2023 (the “Effective Date”), and is made by and between fuboTV Inc. (together with any successor thereto, the “Company”) and David Gandler (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
Release And Issuance Agreement Dated as of June 22, 2016 (Tarek Kirschen)Release and Issuance Agreement • June 28th, 2016 • Carolco Pictures, Inc. • Services-motion picture & video tape production • Florida
This Release and Issuance Agreement (this “Agreement”) is entered into as of the date first set forth above by and between Tarek Kirschen (“Kirschen”), South Centre, Inc. (“Purchaser”), Alexander Bafer (“Bafer”) and Carolco Pictures, Inc., a Florida corporation (the “Company”). Kirschen, Purchaser, Bafer and the Company are sometimes collectively referred to herein as the “Parties” and each as a “Party.”
AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORSCarolco Pictures, Inc. • February 17th, 2015 • Services-motion picture & video tape production • California
THIS AGREEMENT is made and entered into effective as of February 13, 2015 (the “Effective Date”), by and between Carolco Pictures, Inc., a Florida corporation, (the “Company”), the shareholders set forth on the signature pages hereto, which shareholders, as of the Effective Date, own a majority of the common stock of the Company (the “Majority Shareholders”), and Mario Kassar, an individual (“Director”).
COUNTERPART AGREEMENTCounterpart Agreement • May 6th, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production • New York
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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 27th, 2013 • Brick Top Productions, Inc. • Services-motion picture & video tape production • Florida
This Stock Purchase Agreement (this "Agreement"), dated as of December 24, 2013, is entered into between Martin Fischer, an individual resident of Tennessee ("Seller") and Brick Top Productions, Inc., a Florida corporation ("Buyer").
SEPARATION AGREEMENTSeparation Agreement • December 10th, 2020 • fuboTV Inc. /FL • Services-motion picture & video tape production • Florida
This Separation Agreement (“Agreement”) is made by and between John Textor (“Executive”) and fuboTV Inc., a Florida corporation (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”).
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 7th, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production
This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of August 3, 2020, is entered into by and among FACEBANK GROUP, INC., a Florida corporation (“FaceBank”), Evolution AI Corporation, a Florida corporation (“Evolution”), Pulse Evolution Corporation, a Nevada corporation (“Pulse”), FUBOTV INC., a Delaware corporation (“FuboTV”) and SPORTS RIGHTS MANAGEMENT, LLC, a Delaware limited liability company (“SRM” and together with FaceBank, Evolution, Pulse and FuboTV, collectively, the “Borrower”) and FB LOAN SERIES I, LLC, a Delaware limited liability company (the “Purchaser”).
CONSENT AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 29th, 2020 • FaceBank Group, Inc. • Services-motion picture & video tape production
This CONSENT AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of May 28, 2020, is entered into by and among FACEBANK GROUP, INC., a Florida corporation (“FaceBank”), EVOLUTION AI CORPORATION, a Florida corporation (“Evolution”), PULSE EVOLUTION CORPORATION , a Nevada corporation (“Pulse”), FUBOTV INC., a Delaware corporation (“FuboTV” ) and SPORTS RIGHTS MANAGEMENT, LLC, a Delaware limited liability company (“SRM” and together with FaceBank, Evolution, Pulse and FuboTV, collectively, the “Borrower”) and FB LOAN SERIES I, LLC, a Delaware limited liability company (the “Purchaser”).
Consulting Agreement Dated as of March 18, 2021Consulting Agreement • March 23rd, 2021 • fuboTV Inc. /FL • Services-motion picture & video tape production • New York
This Consulting Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Pulse Evolution Corporation, a Nevada corporation (the “Company”) and HC Marketing, LLC, a Delaware limited liability company (“Contractor”). Each of the Company and Contractor may be referred to herein individually as a “Party” and collectively as the “Parties.”
