Exhibit
10.9


 


Execution
Version


 


TRADEMARK
SECURITY AGREEMENT


 


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”):


 


W
I T N E S S E T H


 


WHEREAS,
Grantor and Grantee are parties to that certain Note Purchase Agreement dated as of the date hereof (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) providing for
the extensions of credit to be made to Grantor by Grantee;


 


WHEREAS,
pursuant to the terms of that certain Security Agreement dated as of the date hereof, by and between Grantor and Grantee (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”),
Grantor has granted to Grantee a security interest in substantially all of the assets of Grantor including all right, title and
interest of Grantor in, to and under all now owned and hereafter acquired Trademarks (as defined in the Security Agreement), together
with the goodwill of the business symbolized by Grantor’s Trademarks, and all products and proceeds thereof, to secure payment
and performance of the Obligations;


 


NOW,
THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency
of which are hereby acknowledged, Grantor agrees as follows:


 


1.
Incorporation of Note Purchase Agreement and Security Agreement. The Note Purchase Agreement and Security Agreement and
the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All terms capitalized
but not otherwise defined herein shall have the same meanings herein as in the Security Agreement.


 


2.
Grant and Reaffirmation of Grant of Security Interests. To secure payment and performance of the Obligations, Grantor hereby
grants to Grantee, and hereby reaffirms its prior grant pursuant to the Security Agreement of, a continuing security interest
in Grantor’s entire right, title and interest in and to the following (all of the following items or types of property being
herein collectively referred to as the “Trademark Collateral”), whether now owned or existing or hereafter
created, acquired or arising:


 


(i)
each Trademark owned by Grantor listed on Schedule 1 annexed hereto, together with any reissues, continuations, extensions
or renewals thereof, and all of the goodwill of the business connected with the use of, and symbolized by, each such Trademark;
and


 


(ii)
all products and proceeds of the forgoing, including any claim by Grantor against third parties for past, present or future (a)
infringement or dilution of any Trademark owned by Grantor, or (b) injury to the goodwill associated with any Trademark owned
by Grantor.


 


 




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3.
Intent-To-Use Trademarks. Notwithstanding the foregoing, and solely to the extent, if any, that, and solely during the
period, if any, in which the grant, attachment, or enforcement of a security interest therein would impair the validity or enforceability
of any registration that issues from such intent-to-use application under applicable federal law, the Trademark Collateral shall
not include any applications filed in the United States Patent and Trademark Office to register trademarks or service marks on
the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a
“Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications
shall be automatically subject to the security interest granted herein.


 


4.
Termination. At such time as the Obligations have been paid in full in cash, the security interest granted hereby shall
automatically terminate hereunder and of record and all rights to the Trademark Collateral shall revert to Grantor. Upon any such
termination the Grantee shall, at Grantor’s expense, promptly execute and deliver to Grantor such documents as Grantor shall
reasonably request to evidence such termination.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, Grantor has duly executed this Agreement as of the date first above written.


 





	 	FACEBANK GROUP, INC.
	 	 
	 	By:	/s/ John C. Textor
	 	Name:	John C. Textor
	 	Title:	Chief Executive Officer
	 	 	 
	 	FUBOTV ACQUISITION CORP.
	 	 
	 	By:	/s/ John C. Textor
	 	Name:	John C. Textor
	 	Title:	President
	 	 	 
	 	EVOLUTION AI CORPORATION
	 	 
	 	By:	/s/ John C. Textor
	 	Name:	John C. Textor
	 	Title:	Chief Executive Officer
	 	 	 
	 	PULSE EVOLUTION CORPORATION
	 	 
	 	By:	/s/ Jordan Fiksenbaum
	 	Name:	Jordan Fiksenbaum
	 	Title:	Chief Executive Officer




 


Agreed
and Accepted


As
of the Date First Above Written:


 





	FB LOAN SERIES I, LLC	 
	 	 
	By:	/s/ Greg Preis	 
	Name:	Greg Preis	 
	Title:	Authorized Signatory	 




 




    	 



    	 



    

 


SCHEDULE
1


 


Trademarks



 


[See
Attached]


 




    	Schedule 1