Exhibit
10.2


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM
TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


JOINDER
AGREEMENT


 


This
Joinder Agreement (this “Agreement”)
effective as of April 2, 2020 (the “Effective Date”) is made by FuboTV
Inc., a Delaware corporation (the “Additional Borrower”) and each of the Persons listed on Exhibit
A attached hereto (individually, an “Additional Guarantor”, and collectively, the “Additional
Guarantors” and together with the Additional Borrower, collectively, the “Joinder Parties” and each,
individually, a “Joinder Party”), in favor of FB LOAN SERIES I,
LLC (the “Purchaser”) in connection with that certain Note Purchase Agreement dated as of March
16, 2020 (as the same may be further amended, restated, supplemented, or replaced from time to time, the “Note Purchase
Agreement”), initially by and between, Purchaser and FaceBank Group, Inc.,
a Florida corporation (“FaceBank”), Evolution AI Corporation,
a Florida corporation (“Evolution”), Pulse Evolution Corporation,
a Nevada corporation (“Pulse”), and FUBOTV ACQUISITION CORP., a Delaware corporation (“Merger
Sub” and together with FaceBank, Evolution and Pulse, collectively, the “Borrower”), which, on the
Effective Date merged into and is survived by the Additional Borrower (the “Merger”), the sole equity holder
of the Additional Guarantors, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated March 19, 2020 by
and among FaceBank, Merger Sub and FuboTV. Capitalized terms used, but not otherwise defined, in this Agreement shall have the
meanings ascribed to them in the Note Purchase Agreement.


 


WITNESSETH:


 


WHEREAS,
pursuant to Section 8.17(g) of the Note Purchase Agreement, the Borrower agreed, upon the date of the consummation of the Merger
to cause FuboTV to join the Note Purchase, become an issuer of the Notes and a Borrower under the Note Purchase Agreement and
assume all Obligations in connection therewith, and for each Subsidiary of Additional Borrower located in the United States to
join the Note Documents to guaranty the Obligations (the “Merger Date Joinder”);


 


WHEREAS,
each Joinder Party desires to effectuate the Merger Date Joinder and to execute and deliver to Purchaser such Note Documents as
Purchaser may require, including, without limitation: (a) this Agreement, (b) the Notes (including any amendments and restatements
thereof), (c) the Collateral Documents, (d) a guaranty agreement, in the form attached hereto as Exhibit B (the “Guaranty
Agreement”), and (e) such joinder acknowledgments and other instruments, agreements and documents as may be necessary
to confirm such Joinder Party’s Obligations under the Note Purchase Agreement, the Notes, and the other Note Documents,
as applicable, and to create in favor of Purchaser, a valid and perfected security interest (subject only to Permitted Liens)
in, and Lien on, the Collateral being provided by such Joinder Party; and


 


WHEREAS,
as a Borrower, the Additional Borrower will have all the rights and obligations, as a joint and several obligor, of a Borrower
under the Note Purchase Agreement, the Notes and the other Note Documents and, as a Guarantor (as defined in the Guaranty Agreement),
each Additional Guarantor will have all the rights and obligations as a Grantor under the Collateral Documents.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants, conditions, stipulations and agreements set forth in the Note Purchase
Agreement and the other Note Documents, and other valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree as follows, intending to be legally bound:


 




    	 



    	 



    

 


1.
The Additional Borrower hereby assumes, agrees that it is liable for, and promises to pay, perform, and observe, all of the terms,
restrictions, conditions and other Obligations of a Borrower under the Note Purchase Agreement, the Notes and the other Note Documents,
all as fully as though it were an original party thereto, and, by execution of this Agreement, is hereby designated a “Borrower”
for all purposes of, and hereby agrees to be bound by, as a joint and several obligor, each and all of the terms, restrictions,
conditions, and other Obligations of the Note Purchase Agreement, the Notes, and the other Note Documents. The Additional Borrower
will deliver to Purchaser such duly executed other Note Documents as Purchaser may reasonably request to confirm the Obligations
of the Additional Borrower under this Agreement and the other Note Documents and to perfect the security interests and other Liens
granted in the Collateral of the Additional Borrower. The Additional Borrower acknowledges and agrees that: (a) the Obligations
are valid, enforceable (except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditor’s rights generally) and existing Indebtedness payable by the Additional Borrower to Purchaser and (b)
as of the Effective Date, the Additional Borrower does not have any counterclaims, set-offs, offsets or defenses or any rights
of set-off, offsets, or defense of any kind or nature whatsoever with respect to the Obligations.


 


2.
Each Additional Guarantor hereby agrees to execute and deliver to Purchaser the Guaranty Agreement and become a Guarantor (as
defined therein). Each Additional Guarantor will deliver to Purchaser such duly executed other Note Documents as Purchaser may
reasonably request to confirm the Obligations of such Additional Guarantor under this Agreement and the other Note Documents and
to perfect the security interests and other Liens granted in the Collateral of such Additional Guarantor. Each Additional Guarantor
acknowledges and agrees that: (a) the Obligations are valid, enforceable (except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditor’s rights generally) and existing Indebtedness payable by such
Additional Guarantor to Purchaser and (b) as of the Effective Date, such Additional Guarantor does not have any counterclaims,
set-offs, offsets or defenses or any rights of set-off, offsets, or defense of any kind or nature whatsoever with respect to the
Obligations.


 


3.
Purchaser confirms that the Additional Borrower is a “Borrower” under the Note Purchase Agreement, the Notes, and
the other Note Documents and all of the rights and obligations of a Borrower under the Note Purchase Agreement, the Notes, and
the other Note Documents shall inure to and bind, as a joint and several obligor, the Additional Borrower.


 


4.
(a) The information set forth in Annex I attached hereto is hereby added to the information set forth in the disclosure
schedules to Note Purchase Agreement. The Joinder Parties represent and warrant that such information is true and correct in all
respects. (b) The information set forth in Annex II attached hereto is hereby added to the information set forth in the
disclosure schedules to the Collateral Documents, as applicable. The Joinder Parties represent and warrant that such information
is true and correct in all respects and that the Collateral set forth thereon shall be and become part of the Collateral referred
to in the Note Purchase Agreement and shall secure all Obligations.


 


5.
The parties hereto acknowledge and agree that this Agreement and the Guaranty Agreement shall constitute a “Note Document”
and that this Agreement may be attached to any applicable Note Document.


 


6.
As of the date hereof, each Joinder Party hereby (a) warrants and represents to Purchaser that each warranty and representation
applicable to each Joinder Party under the Note Purchase Agreement and the other Note Documents (other than with respect to representations
and warranties which specifically relate to a prior date) is true and correct in all material respects (except that such representations
and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference
to materiality, including a Material Adverse Effect) and (b) further reaffirms all covenants in the Note Purchase Agreement and
other Note Documents.


 




    	-2-



    	 



    

 


7.
Incorporation by Reference. Sections 13.2 (Notices) , 13.3 (Successors and Assigns), 13.4 (Amendment and
Waiver), 13.7 (Governing Law) and 13.8 (Jurisdiction, Jury Trial Waiver, Etc.) of the Note Purchase Agreement
are hereby incorporated herein by reference, mutatis mutandis.


 


8.
Counterparts; Fax Signature. Facsimile or any other electronic transmission of any executed original document and/or retransmission
of any executed facsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request
of any party hereto, the other parties hereto shall confirm facsimile or other electronic transmissions by executing duplicate
original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


9.
Joinder Party Acknowledgments. Each Joinder Party hereby acknowledges that (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement, and (b) each Joinder Party shall rely entirely upon its own judgment with respect to
its business, and any review, inspection or supervision of, or information supplied to, each Joinder Party by Purchaser is for
the protection of Purchaser and neither any Joinder Party nor any third party is entitled to rely thereon.


 


[Signature
Page Follows]


 




    	-3-



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date, to be effective at all
times on and after the effective time of the Merger.


 


	 	FUBOTV INC.
	 	 	 
	 	By:	                        
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SPORTS RIGHTS MANAGEMENT, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Joinder
Agreement]


 




    	 



    	 



    

 


Acknowledged
and Accepted as of the Effective Date to be effective at all times on and after the effective time of the Merger:


 


	FB LOAN SERIES I, LLC	 
	 	 	 
	By:	       	 
	Name:	 	 
	Title:	 	 


 


[Joinder
Agreement]


 




    	 



    	 



    

 


EXHIBIT
A


 


1.
Sports Rights Management, LLC, a Delaware limited liability company


 




    	 



    	 



    

 


EXHIBIT
B


 


GUARANTY
AGREEMENT


 


[See
Attached]


 






    	 



    	 



    

 




ANNEX I


 


ADDENDUM
TO NOTE PURCHASE AGREEMENT SCHEDULES


 


[See
Attached]


 




    	 



    	 



    

 


ADDENDUM
TO NOTE PURCHASE AGREEMENT SCHEDULES


 




    	 



    	 



    

 


Schedule
6.1


 


Foreign
Qualifications


 


	Entity
    Name	 	Jurisdiction
    of Organization	 	Other
    Jurisdictions Where Entity is Qualified to do Business
	fuboTV
    Inc.	 	Delaware	 	New
                                         York

         

	Sports
    Rights Management, LLC	 	Delaware	 	None.



 




    	 



    	 



    

 


Schedule
6.22


 


Potential
Conflicts of Interest


 


None.


 




    	 



    	 



    

 


Schedule
9.5


 


Investments


 


	1.	Investments
    by FaceBank Group Inc. in fuboTV Inc.
	 	 
	2.	Investments
    by fuboTV Inc. in Sports Rights Management, LLC
	 	 
	3.	Investments
    by fuboTV Inc. in Fubo TV Spain S.L.


 




    	 



    	 



    

 


Schedule
9.11


 


Transactions
With Affiliates


 


	1.	Credit
    and Guaranty Agreement, dated as of April 6, 2018, by and between AMC Networks Ventures LLC, as administrative agent and collateral
    agent, the lenders from time to time party thereto, fuboTV Inc. and certain subsidiaries of fuboTV Inc. from time to time
    party thereto as guarantors, as amended, restated, supplemented or otherwise modified from time to time, together with any
    documents or other agreements entered into in connection therewith.
	 	 
	2.	Binding
    Term Sheet between fuboTV Inc. and Viacom Media Network, a division of Viacom International, Inc.



 



    	 



    	 



    

 


Schedule
11.1(j)


 


Judgments


 


None.


 




    	 



    	 



    

 


ANNEX
II


 


ADDENDUM
TO COLLATERAL DOCUMENT SCHEDULES


 


[See
Attached]


 




    	 



    	 



    

 


ADDENDUM
TO SECURITY AGREEMENT SCHEDULES


 


Schedule
1.1


 


Excluded
Deposit Accounts


 


	Owner	 	Bank
    Name	 	Account
    Number	 	Account
    Purpose
	fuboTV
    Inc.	 	JP
Morgan Chase 70 Park Avenue, FL 42 New York, NY 10017
	 	[***]	 	[***]



 






    	 



    	 



    

 


Schedule
3.6


 


Filing
Jurisdictions, Collateral Locations


 


	Entity

        Name
	 	Names
                                         Used

        in
        Prior 5

        Years
	 	State
                                         of

        Organization
	 	Acquisitions
                                         in

        Prior
5 Years
	 	Headquarters
	 	Location
                                         of

        Collateral
        (other

        than
        HQs)
	 	FEIN

	fuboTV
    Inc.	 	fuboTV
    Inc.	 	Delaware	 	None	 	1330
    Avenue of the America, 7th Floor New York, NY 10019	 	N/A	 	[***]
	Sports
    Rights Management LLC	 	N/A	 	Delaware	 	None	 	1330
    Avenue of the America, 7th Floor New York, NY 10019	 	N/A	 	[***]


 




    	 



    	 



    

 


Schedule
3.8


 


Other
Collateral


 


Chattel
Paper


 


None.


 


Commercial
Tort Claims


 


None.


 


Instruments


 


None.


 




    	 



    	 



    

 


Schedule
3.9


 


Deposit
Accounts and Securities Accounts


 


	Owner	 	Bank
    Name	 	Account
    Number	 	Account
    Purpose
	fuboTV
    Inc.	 	JP
                                         Morgan Chase 70 Park Avenue, FL 42 New York, NY 10017

         
	 	[***]	 	Checking
	fuboTV
    Inc.	 	JP
                                         Morgan Chase 70 Park Avenue, FL 42 New York, NY 10017

         
	 	[***]	 	Checking
	fuboTV
    Inc.	 	JP
    Morgan Chase  70 Park Avenue, FL 42 New York, NY 10017	 	[***]	 	 Money
    Market



 



    	 



    	 



    

 


Schedule
3.10


 


Intellectual
Property


 


Trademark
Registrations


 


	Trademark	 	Owner	 	Registration
    Number	 	Registration
    Date
		 	fuboTV
    Inc. 	 	017035213

         
	 	December
    21, 2017
	FUBOTV
    (STANDARD CHARACTER MARK)	 	fuboTV
    Inc.	 	86-876,349	 	January
                                         15, 2016

         

		 	fuboTV
    Inc.	 	87-637,227	 	October
    6, 2017


 


Trademark
Applications


 


None.


 


Patent
Registrations


 


	Patent	 	Owner	 	Patent/Publication
    Number	 	Issue
    Date
	P440132.US.01
    SYSTEMS AND METH-ODS FOR ADAPTIVELY ENCODING VIDEO STREAM	 	fuboTV
    Inc.	 	10,440,367	 	10/08/2019
	P440135.US.01
    SYSTEMS AND METH-ODS FOR SECURELY GENERATING LIVE PREVIEWS	 	fuboTV
    Inc.	 	10,419,786	 	09/17/2019
	P440142.WO.01
    DISPLAY SCREEN OR PORTION THEREOF WITH ANIMATED GRAPHICAL USER INTER-FACE	 	fuboTV
    Inc.	 	DM/203087	 	03/22/2019
	P440132.EP.01
    SYSTEMS AND METH-ODS FOR VIDEO EN-CODING	 	fuboTV
    Inc.	 	3579565	 	12/11/2019
	P440135.EP.01
    SYSTEMS AND METH-ODS FOR SECURELY GENERATING LIVE PREVIEWS	 	fuboTV
    Inc.	 	3598771	 	01/22/2020
	P440135.US.02
    SYSTEMS AND METH-ODS FOR SECURELY GENERATING LIVE PREVIEWS	 	fuboTV
    Inc.	 	US-2020-0029104-A1	 	01/23/2020
	P440142.US.04
    SYSTEMS AND METHODS FOR DIS-PLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTER-FACE	 	fuboTV
    Inc.	 	CA3045125A1	 	08/13/2019


 






    	 



    	 



    

 


Patent
Applications


 


	Patent	 	Owner	 	Application
    Number	 	Filed
    Date
	P440132.US.01C
    SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING VIDEO STREAM	 	fuboTV
    Inc.	 	16/577,481	 	09/20/2019
	P440135.CA.01
    SYSTEMS AND METH-ODS FOR SE-CURELY GENERATING LIVE PRE-VIEWS	 	fuboTV
    Inc.	 	3049591	 	07/12/2019
	P440139.EP.01
    SYSTEMS AND METH-ODS FOR GENERATING INDIVIDUAL-IZED PLAYLISTS	 	fuboTV
    Inc.	 	19198697.5	 	09/20/2019
	P440139.US.01
    SYSTEMS AND METH-ODS FOR GENERATING INDIVIDUAL-IZED PLAYLISTS	 	fuboTV
    Inc.	 	16/138,604	 	09/21/2018
	P440139.CA
    SYSTEMS AND METHODS FOR GENERATING INDIVIDUAL-IZED PLAYLISTS	 	fuboTV
    Inc.	 	3055711	 	09/17/2019
	P440142.US.03
    DISPLAY SCREEN OR PORTION THEREOF WITH GRAPH-ICAL USER INTERFACE	 	fuboTV
    Inc.	 	29/693,030	 	05/30/2019
	P440142.US.04
    SYSTEMS AND METHODS FOR DIS-PLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTER-FACE	 	fuboTV
    Inc.	 	16/580,920	 	09/24/2019
	P440142.WO.02
    SYSTEMS AND METH-ODS FOR DIS-PLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTER-FACE	 	fuboTV
    Inc.	 	PCT/US2019/052707	 	09/24/2019


 


Copyright
Registrations


 


None.


 


Copyright
Applications


 


None.


 




    	 



    	 



    

 


Schedule
3.12


 


Investment
Property, Partnership/LLC Interests, Capital Stock


 


Stock:
None.


 


Membership
Interests: 100% interest in Sports Rights Management, LLC, a Delaware limited liability company; FuboTV Spain S.L., a Spanish
limited company.


 


Partnership
Interest: None. 


 




    	 



    	 



    

 


Schedule
3.13


 


Government
Contracts


 


None.


 




    	 



    	 



    

 


Schedule
3.14


 


Vehicles


 


None.


 






    	 



    	 



    

 




Schedule 3.15


 


Pledged
Real Property


 


None.


 




    	 



    	 



    

 


ADDENDUM
TO TRADEMARK SECURITY AGREEMENT


 




    	 



    	 



    

 


SCHEDULE
I


 


Trademarks


 


Trademark
Registrations


 


	Trademark	 	Owner	 	Registration
    Number	 	Registration
    Date
		 	fuboTV
    Inc. 	 	017035213

         
	 	December
    21, 2017
	FUBOTV
    (STANDARD CHARACTER MARK)	 	fuboTV
    Inc.	 	86-876,349	 	January
                                         15, 2016

         

		 	fuboTV
    Inc.	 	87-637,227	 	October
    6, 2017


 


Trademark
Applications


 


None.