Exhibit
10.1


 


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.


 


COUNTERPART
AGREEMENT


 


This
COUNTERPART AGREEMENT, dated April 30, 2020 (this “Counterpart Agreement”) is delivered pursuant to that certain
Credit and Guaranty Agreement, dated as of April 6, 2018 (as it may be amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms thereof, the “Credit Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among FUBOTV INC., a Delaware corporation (“Borrower”),
certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, and AMC NETWORKS VENTURES LLC,
as Administrative Agent and Collateral Agent.


 


Section
1. Pursuant to Section 5.11 of the Credit Agreement, the undersigned hereby:


 


(a)
agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof,
the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the provisions of Section 7 thereof;


 


(b)
represents and warrants that the representations and warranties set forth in Sections 4.1, 4.3, 4.4, 4.5, and 4.6 (solely with
respect to the first sentence thereof) of the Credit Agreement applicable to the undersigned are (subject, with respect solely
to the undersigned, to any applicable updates to the Disclosure Letter reflected in the updated Disclosure Letter attached hereto
as Exhibit A) true and correct in all material respects (except that such materiality qualifier shall not be applicable
to any representation or warranty that is already qualified or modified as to “materiality” or “Material
Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject
to such qualification) as of the date of this Counterpart Agreement both before and after giving effect to this Counterpart Agreement
to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except
that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified
as to “materiality” or “Material Adverse Effect” in the text thereof, which representations
and warranties are true and correct in all respects subject to such qualification) on and as of such earlier date; and


 


(c)
irrevocably and unconditionally guarantees the performance and payment in full of all Obligations when the same become due in
accordance with the terms of the Credit Agreement and the other Credit Documents, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement.


 




    	 



     


    

 


Section
2. The undersigned agrees from time to time, upon request of Administrative Agent, to take all such additional actions and
to execute and deliver, or cause to be executed and delivered, all such additional documents, instruments, agreements, and certificates
as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart
Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by
an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance
of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought (subject to
any waivers or other disclaimers provided by the undersigned in this Counterpart Agreement or in the Credit Documents). Any notice
or other communication herein required or permitted to be given shall be given pursuant to Section 10.1 of the Credit Agreement,
and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof.
In case any provision in or obligation under this Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.


 


THE
VALIDITY OF THIS COUNTERPART AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO
WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR
RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


[Remainder
of page intentionally left blank]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized
officer as of the date above first written.


 


	 	FaceBank
    Group, Inc.
	 	 	 
	 	By:	 
	 	Name:	John
    Textor
	 	Title:	Chief
    Executive Officer


 


Address
for Notices:


 


c/o
FaceBank


1115
Broadway, 12th Floor


New
York, NY 10010


Attention:
Chief Executive Officer


Email:
john.textor@facebank.com


 


with
a copy to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attention:
Mitchell S. Nussbaum


Email:
mnussbaum@loeb.com


 


AND


 


Wilson
Sonsini Goodrich & Rosati P.C.


1301
Avenue of the Americas, 40th Floor


New
York, NY 10019-6022


Attention:
Megan J. Baier


Email:
mbaier@wsgr.com


 


AND


 


Wilson
Sonsini Goodrich & Rosati P.C.


650
Page Mill Road


Palo
Alto, CA 94304-1050


Attention:
Robert G. Day


Email:
rday@wsgr.com


 


ACKNOWLEDGED
AND ACCEPTED,


as
of the date first written:


 


AMC
NETWORKS VENTURES LLC,


as
Administrative Agent and Collateral Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Counterpart Agreement] 


 




    	 



     


    

 


Exhibit
A


 


Updated
Disclosure Letter


 




    	 



     


    

 


Schedule
4.1


 


Organization;
Requisite Power and Authority; Qualification


 


	Subsidiary	 	
        Jurisdiction of

        Organization
	 	
        Principal Place

        of Business;

        Registered Office
	 	
        U.S. Taxpayer

        Identification

        Number
	 	
        Organizational

        Identification

        Number

	
        FaceBank

        Group, Inc.
	 	Florida	 	
        1115 Broadway, 12th Floor New York, NY 10010
	 	[***]	 	 P09000016429
	 	 	 	 	 	 	 	 	 
	FuboTV Inc.	 	Delaware	 	1330 Avenue of the Americas, 7th Floor, New York, NY 10019	 	[***]	 	5491463
	 	 	 	 	 	 	 	 	 
	Sports Rights

        Management,
        LLC
	 	Delaware	 	1330 Avenue of the Americas, 7th Floor, New York, NY 10019	 	[***]	 	6415700
	 	 	 	 	 	 	 	 	 
	Fubo
TV Spain,
SL	 	Spain	 	Paseo De La Castellana, Numero 259c, Planta 16 Madrid, Spain	 	N/A	 	 N/A