Exhibit
10.10


 


Execution Version


 


SECURITIES
PURCHASE AGREEMENT


 


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”).


 


PREAMBLE


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in
this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


Article
I.

DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Change
in Control” means, with respect to the Company, the occurrence of any of the following:


 


	 	(a)	a
    tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding
    voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities
    of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time
    immediately prior to the commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their
    Affiliates;


 




    	 



    	 



    

 


	 	(b)	the
    Company shall be merged or consolidated with another entity, unless as a result of such merger or consolidation more than
    50% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the stockholders
    of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries,
    and their Affiliates;
	 	 	 
	 	(c)	the
    Company shall sell substantially all of its assets to another entity that is not wholly owned by the Company, unless as a
    result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of
    the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries, and their Affiliates;
    or
	 	 	 
	 	(d)	a
    “Person” (as defined below for purposes of this definition) shall acquire 50% or more of the outstanding voting
    securities of the Company (whether directly, indirectly, beneficially, or of record), unless as a result of such acquisition
    more than 50% of the outstanding voting securities of the surviving or resulting Company shall be owned in the aggregate by
    the stockholders of the Company (as of the time immediately prior to the first acquisition of such securities by such Person),
    any employee benefit plan of the Company or its Subsidiaries, and their Affiliates.


 


For
purposes of this definition, ownership of voting securities shall take into account and shall include ownership as determined
by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for purposes
of this definition, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof; provided, however, that a Person shall not include (i) the Company or any of its Subsidiaries;
(ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries;
(iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to the Closing have been satisfied or waived, but in no event later than the third
Trading Day following the date hereof in the case of such Closing.


 


“Commission”
means the United States Securities and Exchange Commission.


 




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“Common
Stock” means the common stock of the Company, $0.0001 par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


“Disclosure
Letter” means that certain “Facebank Disclosure Letter” as defined in, and delivered pursuant to, the FuboTV
Merger Agreement.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(q).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FuboTV
Merger Agreement” means that certain Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by
and among the Company, FuboTV Acquisition Corp., a Delaware corporation, and fuboTV, Inc., a Delaware corporation.


 


“Issuer
Covered Person” shall have the meaning ascribed to such term in Section 3.1(q).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall mean a “Facebank Material Adverse Effect” as defined in the FuboTV Merger Agreement.


 


“Note
Purchase Agreement” means that certain Note Purchase Agreement, dated as of March 19, 2020, by and among the Company,
FuboTV Acquisition Corp., a Delaware corporation, Evolution AI Corporation, a Florida corporation, Pulse Evolution Corporation,
a Nevada corporation, and the Purchaser.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Protection
Period” shall mean the period during which the Purchaser holds ten percent (10%) or more of the aggregate number of
Shares or Warrants issued to the Purchaser hereunder.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.6.


 




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“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(d).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities”
means the Shares, the Warrant and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities
Laws” means the securities laws of the United States or any state thereof and the rules and regulations promulgated
thereunder.


 


“Shares”
means the 784,617 shares of Common Stock issued to the Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Subsidiary”
means any subsidiary of the Company as set forth in the Disclosure Letter and shall, where applicable and with regard to future
events, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading; provided, that in the event that the Common
Stock is not listed or quoted for trading on a Trading Market on the date in question, then Trading Day shall mean a Business
Day.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, the OTC Bulletin Board, the OTCQB or the OTCQX (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrant, the Note Purchase Agreement, the other Note Documents (as defined in the
Note Purchase Agreement), all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection
with the transactions contemplated hereunder.


 


“Transfer
Agent” means American Stock Transfer, 6201 15th Avenue, Brooklyn, NY 11219, facsimile: (718) 921-8374, and
any successor transfer agent of the Company.


 


“Warrant”
means the Warrant to Purchase Common Stock delivered to the Purchaser at the Closing in the form of Exhibit A attached
hereto.


 




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“Warrant
Shares” means the 2,500,000 shares of Common Stock (subject to adjustment) issuable upon exercise of the Warrant, provided
that any share of Common Stock issued upon exercise of the Warrant shall not constitute an issued Warrant Share for purposes of
this Agreement after such share has been irrevocably sold pursuant to an effective registration statement under the Securities
Act or pursuant to Rule 144 without further restrictions or conditions to transfer pursuant to Rule 144.


 


Article
II.

PURCHASE AND SALE


 


2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase the 784,617
Shares, together with the Warrant for 3,269,231 Warrant Shares (such purchase and sale being the “Closing”).
The consideration payable by the Purchaser for the Shares and the Warrant shall be the execution and delivery of the Note Purchase
Agreement and the purchase of the senior secured promissory notes contemplated therein. No additional consideration shall be payable
by the Purchaser for the Shares or the Warrant. At the Closing, the Purchaser shall deliver to the Company, inter alia,
a duly executed Note Purchase Agreement and the Company shall deliver to the Purchaser, inter alia, a duly executed Warrant
and written confirmation (including via email) from the Transfer Agent that it has issued book entry positions in the Shares of
Common Stock as determined pursuant to Section 2.2(a). The Company and the Purchaser shall also deliver the other items set forth
in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3,
the Closings shall occur at the offices of K&L Gates LLP or such other location as the parties shall mutually agree.


 


2.2 Deliveries.


 


(a) On
the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i) this
Agreement duly executed by the Company;


 


(ii) written
confirmation (including via email) from the Transfer Agent that it has issued book entry positions in the 784,617 Shares registered
in the name of the Purchaser;


 


(iii) the
duly executed Warrant registered in the name of the Purchaser;


 


(iv) a
certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the
Closing Date, certifying to the fulfillment of the conditions specified in Section 2.3(b); and


 


(v) a
certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted
by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents
and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company
and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf
of the Company.


 




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(b) On
the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company this Agreement duly executed by the Purchaser.


 


2.3 Closing
Conditions.


 


(a) The
obligations of the Company hereunder in connection with the Closing, unless waived by the Company, are subject to the following
conditions being met:


 


(i) the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
obligations, covenants and agreements of the Purchaser under this Agreement required to be performed at or prior to the Closing
Date shall have been performed in all material respects; and


 


(iii) the
delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b) The
obligations of the Purchaser hereunder in connection with the Closing, unless waived by the Purchaser, are subject to the following
conditions being met:


 


(i) the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
Required Approvals, obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior
to the Closing Date shall have been performed;


 


(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 




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Article
III.

REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Letter, which Disclosure Letter shall be deemed a part
hereof, the Company hereby makes the following representations and warranties to the Purchaser as of the Closing Date:


 


(a) FuboTV
Merger Agreement. Each representation and warranty of the Company in the FuboTV Merger Agreement (each of which is hereby
incorporated by reference) is true and correct in all material respects (without duplication of any materiality qualifiers contained
therein) as of the date hereof, as qualified by the disclosure letter delivered in connection therewith. All such representations
and warranties shall be read mutatis mutandis, including but not limited to references to documents or other information
made available to “FuboTV” being read to indicate such documents or other information was made available to the Purchaser.


 


(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies.


 


(c) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) by the Company or any Subsidiary under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including Securities Laws), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in
the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(d) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other provincial or foreign or domestic federal, state, local or other
governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction
Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, and (ii) the filing of a Form D with
the Commission (collectively, the “Required Approvals”).


 


(e) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions
on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum
stated number of Shares and Warrant Shares issuable pursuant to this Agreement and the Warrant.


 


(f) Certain
Fees. No brokerage, finder’s fees, commissions or due diligence fees are or will be payable by the Company or any Subsidiary
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(f) that
may be due in connection with the transactions contemplated by the Transaction Documents.


 


(g) Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, registration
under the Securities Act is not required for the offer and sale of the Securities by the Company to the Purchaser as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(h) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 




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(i) Application
of Takeover Protections. The Company’s Board of Directors has approved the Transaction Documents under Section 203(a)(1)
of the General Corporation Law of the State of Delaware (the “DGCL”) in order to render the restrictions on
“business combinations” (as defined in Section 203 of the DGCL) inapplicable to the execution, delivery or performance
of the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the
Purchaser’s ownership of the Securities.


 


(j) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchaser or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company.
All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Letter, taken as a whole is true and
correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in light of the circumstances under which they were made, not misleading. For the avoidance
of doubt, information disclosed in one section of the Disclosure Letter shall not be deemed disclosed in any other section of
the Disclosure Letter unless there is an explicit cross reference to such other section. The Company acknowledges and agrees that
no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3.2 hereof.


 


(k) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
neither the Company, nor, to the knowledge of the Company, any of its Affiliates, nor any Person acting on its or, to the knowledge
of the Company, their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the Securities by the Company to be integrated with prior
offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under
the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities
of the Company are listed or designated.


 


(l) No
General Solicitation. Neither the Company nor, to the knowledge of the Company, any person acting on behalf of the Company
has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered
the Securities for sale only to the Purchaser.


 


(m) Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice
given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents
to the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 




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(n) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding,
it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the
Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”
securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open
market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price
of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions
to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock
and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in
any “derivative” transaction. The Company further understands and acknowledges that (y) the Purchaser may engage in
hedging activities in accordance with all applicable laws at various times during the period that the Securities are outstanding,
and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company
at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging
activities do not constitute a breach of any of the Transaction Documents.


 


(o) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s
placement agent in connection with the placement of the Securities.


 


(p) Reporting
Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(g) of
the Exchange Act. Pursuant to the provisions of the Exchange Act, except as disclosed in the Disclosure Letter, the Company has
timely filed all reports and other materials required to be filed by the Company thereunder with the SEC during the preceding
twelve months. As of the Closing Date, the Company is not a “shell company” as those terms are employed in Rule 144
under the Securities Act.


 




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(q) No
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and will furnish to the Purchaser a copy of any disclosures provided thereunder.


 


3.2 Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows (unless as of a specific date therein):


 


(a) Organization;
Authority. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar
power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by
the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document
to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law. The address of its principal place of business is as set forth on
the signature page hereto.


 


(b) Understandings
or Arrangements. The Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting the Purchaser’s right to sell the Securities pursuant to a registration
statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities
hereunder in the ordinary course of its business.


 




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(c) Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises the Warrant it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act. The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.
The Purchaser has the authority and is duly and legally qualified to purchase and own the Securities. The Purchaser is able to
bear the risk of such investment for an indefinite period and to afford a complete loss thereof.


 


(d) Experience
of The Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e) Information
on Company. The Purchaser has been furnished with or has had access to the EDGAR Website of the Commission to the Company’s
filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth
business day preceding the Closing Date in which the Purchaser purchases Securities hereunder, including but not limited to the
Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission for the fiscal year ended December
31, 2018. Purchaser are not deemed to have any knowledge of any information not included in such filings unless such information
is delivered in the manner described in the next sentence. In addition, the Purchaser may have received in writing from the Company
such other information concerning its operations, financial condition and other matters as the Purchaser has requested, identified
thereon as OTHER WRITTEN INFORMATION, and considered all factors the Purchaser deems material in deciding on the advisability
of investing in the Securities. The Purchaser was afforded (i) the opportunity to ask such questions as the Purchaser deemed necessary
of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii)
the right of access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable the Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make
an informed investment decision with respect to acquiring the Securities.


 


(f) Certain
Transactions and Confidentiality. The Purchaser understands and agrees that the Securities have not been registered under
the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require
registration under the Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the Securities Act or any applicable state securities laws or is exempt from such registration. The Purchaser understands
and agrees that the Securities are being offered and sold to the Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the Securities.


 




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(g) Communication
of Offer. The Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(h) No
Governmental Review. The Purchaser understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i) No
Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by the Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of the Purchaser’s charter documents, bylaws or other organizational documents, if
applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a
default) under any agreement to which the Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to the Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on the
Purchaser). The Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided
that for purposes of the representation made in this sentence, the Purchaser is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company herein.


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect the Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 




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Article
IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1 Transfer
Restrictions.


 


(a) Securities
Laws. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any
transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of the Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require the transferor thereof
to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form
and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act.


 


(b) Legend.
The Purchaser agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the
following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES [FOR] WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY. TO THE EXTENT PERMITTED BY APPLICABLE SECURITIES LAWS, THIS SECURITY [AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


(c) Pledge.
The Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such
arrangement, the Purchaser may transfer pledge or secure Securities to the pledgees or secured parties. Such a pledge or transfer
would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the Purchaser’s expense,
the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities.


 




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(d) Legend
Removal. Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth
in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities
Act, (ii) following any sale of such Shares and Warrant Shares pursuant to Rule 144, or (iii) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission). The Company shall cause its counsel to promptly issue a legal opinion to the Transfer Agent if required by the Transfer
Agent to effect the removal of the legend hereunder. The Company agrees that following such time as such legend is no longer required
under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or
the Transfer Agent of a certificate representing the Shares or Warrant Shares, as applicable, issued with a restrictive legend
(such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate
representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best
efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. In lieu of delivering physical certificates
representing the unlegended shares, upon request of the Purchaser, so long as the certificates therefor do not bear a legend and
the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer
agent to electronically transmit the unlegended shares by crediting the account of Purchaser’s prime broker with the Depository
Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible
and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made
on or before the Legend Removal Date.


 


(e) DWAC.
In lieu of delivering physical certificates representing the unlegended shares, upon request of the Purchaser, so long as the
certificates therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of
a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the
account of Purchaser’s prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system,
provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit
Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.


 


4.2 Furnishing
of Information; Public Information. Until the earliest of the time that (i) the Purchaser no longer owns any Securities, (ii)
the Warrant has expired, or (iii) five (5) years after the Closing Date, the Company covenants to maintain the registration of
the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 




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4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities by the Company in a manner
that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the
offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent
transaction.


 


4.4 Securities
Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York City time) on the first (1st) Trading Day immediately
following the Closing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and shall
file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto within the time period required by the
Exchange Act. From and after the issuance of such press release and Form 8-K, the Company represents to the Purchaser that it
shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of
its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. The Company and the Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the
Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission
or any regulatory agency or Trading Market unless the name of the Purchaser is already included in the body of the Transaction
Documents, without the prior written consent of the Purchaser, except: (a) as required by federal securities law in connection
with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or
Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted
under this clause (b).


 


4.5 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide the Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto the Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such
information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.


 




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4.6 Indemnification
of Purchaser. Subject to the provisions of this Section 4.6, the Company will indemnify and hold the Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is
not an Affiliate of the Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of the Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the
Purchaser Party of Securities Laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct
or malfeasance). If any action shall be brought against the Purchaser Party in respect of which indemnity may be sought pursuant
to this Agreement, the Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume
the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of the Purchaser Party’s counsel, a material
conflict on any material issue between the position of the Company and the position of the Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Purchaser
Parties. The Company will not be liable to the Purchaser Party under this Agreement (iv) for any settlement by the Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed;
or (v) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by the Purchaser Party in this Agreement or in
the other Transaction Documents. The indemnification required by this Section 4.6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others
and any liabilities the Company may be subject to pursuant to law.


 




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4.7 Listing
of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of
the Common Stock on the Trading Market on which it is currently listed. The Company further agrees, if the Company applies to
have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant
Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on
such other Trading Market as promptly as possible. The Company will then use commercially reasonable efforts to continue the listing
or quotation and trading of its Common Stock on a Trading Market until the later of (i) the five year anniversary of the Closing
Date, (ii) the date no Shares or Warrants are outstanding and (iii) the end of the Protection Period, and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market until such later
date.


 


4.8 Reimbursement.
If the Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by the Purchaser to or with any current stockholder),
solely as a result of the Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse the
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchaser who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchaser and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company,
the Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchaser nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting
claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 


4.9 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares and Warrant Shares
pursuant to the Transaction Documents, are unconditional and absolute, but subject to the terms and conditions of the Transaction
Documents, and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim the Company may have against the Purchaser and regardless of the dilutive effect that such issuance may have on the
ownership of the other stockholders of the Company.


 


4.10 Preservation
of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises
in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which
such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might
reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.


 




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4.11 DTC
Program. At all times that the Shares or Warrants are outstanding, the Company will employ as the transfer agent for the Common
Stock and Warrant Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common
Stock to be transferable pursuant to such program.


 


4.12 Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the sale of the Securities by the Company
under this Agreement as required under Regulation D. The Company shall take such action as the Company shall reasonably determine
is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under
applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions
promptly upon request of the Purchaser.


 


4.13 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that
the Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted
by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.14 Exercise
Procedure. The form of Notice of Exercise included in the Warrant sets forth the totality of the procedures required of the
Purchaser in order to exercise the Warrant. No additional legal opinion, other information or instructions shall be required of
the Purchaser to exercise the Warrant. The Company shall honor exercises of the Warrant and shall deliver Warrant Shares in accordance
with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.15 Maintenance
of Property. The Company shall keep all of its property, which is necessary or useful to the conduct of its business, in good
working order and condition, ordinary wear and tear excepted.


 


Article
V.

MISCELLANEOUS


 


5.1 Termination.
This Agreement may be terminated by the Purchaser by written notice given at any time to the Company, if the Closing has not been
consummated on or before March 19, 2020; provided, however, that such termination will not affect the right of any party to sue
for any breach by any other party (or parties).


 


5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes
and other similar taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


 


5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, and including the Disclosure Letter,
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules.


 




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5.4 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to the Company, to: Facebank Group, Inc., 1115 Broadway, 12th
Floor, New York, NY 10010, Attn: John.Textor@facebank.com, facsimile: ____________________, with a copy by fax only to (which
shall not constitute notice): Loeb & Loeb LLP, 345 Park Avenue, Attn: Mitch Nussbaum, Esq., facsimile: (212) 658-9332, and
(ii) if to the Purchaser, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy by
fax only to (which shall not constitute notice): K&L Gates LLP, 599 Lexington Avenue, New York, NY 10022, Attn: Ed Dartley,
Esq., facsimile: (212) 536-3901.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right. As employed herein, “consent” shall mean consent of the holders of the
majority of the then outstanding effected component of the Securities on the date such consent is requested or required.


 


5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to
whom the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”


 




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5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.6.


 


5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then in addition to the obligations
of the Company under Section 4.6, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party
for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities at the Closing
for the applicable statute of limitations.


 


5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 




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5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission
of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such
rescinded exercise notice concurrently with the return to the Purchaser of the aggregate exercise price paid to the Company for
such shares and the restoration of the Purchaser’s right to acquire such shares pursuant to the Purchaser’s Warrant
(including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon surrender and cancellation thereof (in the case of
mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft, destruction, or mutilation, and of the ownership of such Security. The applicant
for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary
indemnity and bonds) associated with the issuance of such replacement Securities.


 


5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The Company agrees that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16 Payment
Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document
or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 




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5.17 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.18 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.19 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	FACEBANK GROUP, INC.	 
	 	 
	By: 	/s/ John C. Textor	 
	Name: 	John C. Textor	 
	Title: 	Chief Executive Officer	 




 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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[PURCHASER
SIGNATURE PAGE TO FACEBANK GROUP, INC.

SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


Name
of Purchaser: _____________________________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: _______________________________________________________


 


Name
of Authorized Signatory: ____________________________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________________________


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


______________________________________________________________________________________________


 


______________________________________________________________________________________________


 


______________________________________________________________________________________________


 


EIN
Number, if applicable, will be provided under separate cover.


 




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EXHIBITS


 


	Exhibit
    A	Form
    of Warrant


 




    	26