Exhibit 10.2


 


FACEBANK
GROUP, INC.


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is dated as of [DATE], and is between FaceBank Group, Inc.,
a Florida corporation (the “Company”), and [INDEMNITEE] (“Indemnitee”).


 


RECITALS


 


A.
Indemnitee’s service to the Company substantially benefits the Company.


 


B.
Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided
with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out
of such service.


 


C.
Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any
insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without
additional protection.


 


D.
In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the
Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable
law.


 


E.
This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s articles of incorporation
and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall
this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.


 


The
parties therefore agree as follows:


 


1.
Definitions.


 


(a)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:


 


(i)
Acquisition of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner (as defined below), directly
or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the
Company’s then outstanding securities; provided, that any acquisition that occurs as a result of the Merger Agreement
that has been approved by a majority of the Company’s board of directors shall be excluded from the definition of Change
in Control;


 


(ii)
Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any
new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction
described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the members of the Company’s board of directors; provided, that changes
in the composition of the Company’s board of directors as a result of the transactions contemplated by the Merger Agreement
shall be excluded from the definition of Change in Control;


 




    	 	 	 



     


    

 


(iii)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger
or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately
after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing
body of such surviving entity;


 


(iv)
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of the Company’s assets; and


 


(v)
Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange
Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.


 


For
purposes of this Section 1(a), the following terms shall have the following meanings:


 


(1)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended; provided, however, that “Person” shall exclude (i) the Company, (ii)
any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company.


 


(2)
“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person
otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with
another entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.


 


(b)
“Corporate Status” describes the status of a person who is or was a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.


 


(c)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee and who meets the definition of a “qualified director”
as set forth in Section 6.07.0143 of the FBCA.


 


(d)
“Enterprise” means the Company and any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.


 




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(e)
“Expenses” include all reasonable and actually incurred attorneys’ fees, retainers, court costs,
transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal
bond or their equivalent, and (ii) for purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.


 


(f)
“FBCA” means the Florida Business Corporation Act.


 


(g)
“Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company
or Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning
Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.


 


(h)
“Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the
Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom
and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or
will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is
or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s
part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of
the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or
any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for
which indemnification or advancement of expenses can be provided under this Agreement.


 


(i)
Reference to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving
at the request of the Company” shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(j)
“Merger Agreement” means the Agreement and Plan of Merger and Reorganization by and among FaceBank Group,
Inc., fuboTV Acquisition Corp. and fuboTV Inc., dated as of March 19, 2020.


 




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2.
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful.


 


3.
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to
the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall
be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court
of competent jurisdiction to be liable to the Company, unless and only to the extent that the or any court in which the Proceeding
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as such court shall deem proper.


 


4.
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to
or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter
therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith. For purposes of this section, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


5.
Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable
law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


6.
Additional Indemnification.


 


(a)
Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by
applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any
claim, issue or matter therein.


 


(b)
For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


 


(i)
the fullest extent permitted by the provision of the FBCA that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the FBCA; and


 




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(ii)
the fullest extent authorized or permitted by any amendments to or replacements of the FBCA adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


7.
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to
make any indemnity in connection with any Proceeding (or any part of any Proceeding):


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision,
vote or otherwise, except with respect to any excess beyond the amount paid;


 


(b)
for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant
to any settlement arrangements);


 


(c)
for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any
profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange
Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act),
if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);


 


(d)
initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized
the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section
12(d) or (iv) otherwise required by applicable law; or


 


(e)
if prohibited by applicable law.


 


8.
Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior
to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than
90 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which
shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with
legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege
accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without
regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to
the extent advancement is prohibited by law and shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity
is not permitted under this Agreement, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section
7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.


 




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9.
Procedures for Notification and Defense of Claim.


 


(a)
Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification
or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written
notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying
the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have
to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute
a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.


 


(b)
If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and
officers’ liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of
the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The
Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such Proceeding in accordance with the terms of such policies.


 


(c)
In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled
to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld,
conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee
for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the
Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses
of Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the
Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between
the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the
Company is not financially or legally able to perform its indemnification obligations or (iv) the Company shall not have retained,
or shall not continue to retain, counsel to defend such Proceeding. The Company shall have the right to conduct such defense as
it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel
in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee,
to assume the defense of any claim brought by or in the right of the Company.


 


(d)
Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(e)
The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the
Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.


 


(f)
The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee
without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.


 


10.
Procedures upon Application for Indemnification.


 


(a)
To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request
will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.


 




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(b)
Upon written request by Indemnitee for indemnification pursuant to Section 10 (a), a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel
in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a
Change in Control shall not have occurred, (A) by a majority vote of two or more of the Disinterested Directors, even though less
than a quorum of the Company’s board of directors, (B) by a committee of two or more of the Disinterested Directors designated
by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C)
if there are less than two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed
by the Company’s board of directors, by the stockholders of the Company. If it is determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with
the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged
or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted
by applicable law.


 


(c)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b),
the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the
Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to
Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s
board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of (i) submission
by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition of the
Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of
competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed
shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).


 




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(d)
The Company agrees to pay the reasonable fees and expenses of any Independent Counsel.


 


11.
Presumptions and Effect of Certain Proceedings.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under
this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that
presumption.


 


(b)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause
to believe that his or her conduct was unlawful.


 


(c)
Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


12.
Remedies of Indemnitee.


 


(a)
Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
10 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final
disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after
a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to
Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the
Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided
or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction
of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option,
may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to
be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4
of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration
in accordance with this Agreement.


 




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(b)
Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent
Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors,
any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable
standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the
event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited
by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c)
To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)
To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee
in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful
in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days,
after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of
Section 8.


 


(e)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required
to be made prior to the final disposition of the Proceeding.


 


13.
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee,
whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events
and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors,
officers, employees and agents) in connection with such events and transactions.


 




    	 	-9-	 



     


    

 


14.
Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s
articles of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the
extent that a change in Florida law, whether by statute or judicial decision, permits greater indemnification or advancement of
Expenses than would be afforded currently under the Company’s articles of incorporation and bylaws and this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change,
subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except
as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


15.
No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually
received payment for such amounts under any insurance policy, contract, agreement or otherwise.


 


16.
Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors,
trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise,
Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy
or policies in a comparable position.


 


17.
Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


18.
Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company,
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so
long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position.
Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation
imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee
in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or
any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries
or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without
notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the
Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s
board of directors or, with respect to service as a director or officer of the Company, the Company’s articles of incorporation
or bylaws or the FBCA. No such document shall be subject to any oral modification thereof.


 


19.
Duration. This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee
shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member,
officer, employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any
Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.


 




    	 	-10-	 



     


    

 


20.
Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect
successor, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company,
and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The Company
shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


21.
Severability; Limitation. Nothing in this Agreement is intended to require or shall be construed as requiring the Company
to do or fail to do any act in violation of applicable law. All obligations of the Company hereunder shall be subject to any limitations
in, and any requirements of, the FBCA as it may be in place at the applicable time. The Company’s inability, pursuant to
court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


22.
Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.


 


23.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance
of the Company’s articles of incorporation and bylaws and applicable law.


 


24.
Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in
writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such
amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of
any other provision of this Agreement nor shall any waiver constitute a continuing waiver.


 


25.
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger
or courier service addressed:


 


(a)
if to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of
this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or


 




    	 	-11-	 



     


    

 


(b)
if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 5550 Glades Road,
Suite 500, Boca Raton, FL 33431, or at such other current address as the Company shall have furnished to Indemnitee, with a copy
(which shall not constitute notice) to Loeb & Loeb LLP Attn: Angela Dowd, 345 Park Avenue, New York, NY 10154.


 


Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if
delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier
service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent
via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle
for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation
of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic
mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient,
then on the recipient’s next business day.


 


26.
Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the courts of the State of Florida or the United States District Courts located in the State of Florida
(the “Selected Courts”), and not in any other state or federal court in the United States of America or any court
in any other country, (ii) consent to submit to the exclusive jurisdiction of the Selected Courts for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject
to service of process in the State of Florida, the Company’s registered agent, as registered with the Florida Secretary
of State, as its agent in the State of Florida as such party’s agent for acceptance of legal process in connection with
any such action or proceeding against such party with the same legal force and validity as if served upon such party personally
within the State of Florida, (iv) waive any objection to the laying of venue of any such action or proceeding in the Selected
Courts, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Selected
Courts has been brought in an improper or inconvenient forum.


 


27.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and
delivered by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


28.
Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


(signature
page follows)


 




    	 	-12-	 



     


    

 


The
parties are signing this Indemnification Agreement as of the date stated in the introductory sentence.


 





	 	FACEBANK
    GROUP, INC.
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print
    name)
	 	 
	 	 
	 	(Title)
	 	 
	 	[INDEMNITEE]
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print
    name)
	 	 
	 	 
	 	(Street
    address)
	 	 
	 	 
	 	(City,
    State and ZIP)