Exhibit 10.1


 


AMENDMENT
to NOTE PURCHASE AGREEMENT


 


This
Amendment to Note Purchase Agreement (this “Amendment”), is entered into effective as of April 21, 2020,
by and among FaceBank Group, Inc. (“FaceBank”), fuboTV Inc. (f/k/a FuboTV Acquisition Corp.),
Evolution AI Corporation and Pulse Evolution Corporation (together, FaceBank, fuboTV Inc., and Evolution AI Corporation and Pulse
Evolution Corporation, the “Borrower”) and FB Loan Series I, LLC (the “Purchaser”).
Capitalized terms not defined herein shall have the meanings ascribed to such terms as set forth in the Purchase Agreement (as
defined below).


 


RECITALS


 


A.
The Borrower and the Purchaser entered into the Note Purchase Agreement dated as of March 16, 2020 (the “Purchase
Agreement”).


 


B.
Section 13.4 of the Purchase Agreement provides that any amendment, waiver, supplement or modification of or to any provision
of the Purchase Agreement, and any consent to any departure by any party from the terms of any provision of the Purchase Agreement,
shall be effective only if it is made or given in writing and signed by the Borrower and the Required Holders.


 


C.
Section 8.17(c) of the Purchase Agreement provides, among other things, that (i) FaceBank shall file a registration statement
with the Commission regarding the purchase and sale of the Shares and any shares of Capital Stock issuable upon exercise of the
Warrant and (ii) FaceBank shall have filed an application to list FaceBank’s Capital Stock for trading on the NASDAQ exchange,
in each case on or before the date that is thirty (30) days following the Closing Date.


 


D.
The Borrower and the Purchaser, representing the Required Holders and the parties necessary to modify or waive terms of the Purchase
Agreement, mutually wish to amend certain terms in the Purchase Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree to amend and restate Section 8.17(c) of the Purchase Agreement as follows:


 


1.
Registration Statement and Listing on National Exchange.


 


(i)
If FaceBank shall determine to register any of its securities either for its own account or the account of a security holder or
holders on any registration form (other than Form S-4 or S-8), FaceBank shall include in such registration all of the Closing
Date Shares and any shares of Capital Stock issuable upon exercise of the Warrant (the “Registrable Securities”
and such registration of the Registrable Securities, a “Piggyback Registration”); provided, however,
that if a Piggyback Registration does not occur on or prior to May 25, 2020, FaceBank shall file a registration statement with
the Commission to register the Registrable Securities and to permit or facilitate the sale and distribution of the Registrable
Securities on or prior to May 25, 2020.


 


(ii)
FaceBank shall have initiated the process to list FaceBank’s Capital Stock for trading on a national exchange (e.g., NYSE
or Nasdaq) on or before the date that is thirty (30) days following the Closing Date.


 


(iii)
FaceBank shall diligently prosecute and shall timely respond to all requests and mandates from applicable Governmental Authorities
in connection with the registration and listing applications referred to in this Section 8.17(c).


 


2.
Miscellaneous.


 


(a)
Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York,
without giving effect to any choice of law or conflict of law provision of rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.


 


(b)
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against
the parties actually executing such counterparts, and all of which together shall constitute one instrument.


 


(c)
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or
more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Amendment
as well as any facsimile, telecopy or other reproduction hereof.


 


(d)
Effect of Amendment. Except as set forth above, the Purchase Agreement shall continue in effect in accordance with its
terms.


 


(Signature
Pages Follow)


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment to Note Purchase Agreement as of the date first written above.


 


	 	BORROWER:
	 	Facebank
    group, inc.
	 	 
	 	By:	/s/
    David Gandler
	 	Name:	David
    Gandler
	 	Title:	Chief
    Executive Officer 
	 	 	 
	 	fubotv
    inc.
	 	 	 
	 	By:	/s/
    David Gandler
	 	Name:	David
    Gandler 
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	EVOLUTION
    AI CORPORATION
	 	 	 
	 	By:	/s/
    John Textor
	 	Name:	John
Textor 
	 	Title:	Chief
    Executive Officer 
	 	 	 
	 	PULSE
    EVOLUTION CORPORATION
	 	 	 
	 	By:	/s/
    Jordan Fiksenbaum
	 	Name:	Jordan
    Fiksenbaum
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	PURCHASER:
	 	FB
    LOAN SERIES I, LLC
	 	 	 
	 	By:	/s/
    Greg Preis
	 	Name:	Greg
    Preis
	 	Title:	Authorized
    Signatory


 


Signature
Page to Amendment to Note Purchase Agreement