Exhibit
4.5


 


EXHIBIT
A


W-[__]


 


THIS
WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED
OR AN EXEMPTION THEREFROM IS AVAILABLE.


 


WARRANT
TO PURCHASE COMMON STOCK


OF
FACEBANK GROUP, INC.


 


Date
of Issuance: May [●], 2020


 


In
consideration for the payment by ___________________________ to Facebank Group, Inc., a Florida corporation (the “Company”),
of $[●] in cash, by certified check, or by wire transfer (the “Purchase Price”), the Company agrees to the provisions
set forth herein. The Company certifies that ___________________________ and its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, up to [●] fully-paid and nonassessable
shares of Common Stock (the “Warrant Shares”) at a purchase price per share equal to the Warrant Price (defined below).
The number of shares of Common Stock purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as provided herein. The initial Warrant Price (the “Warrant Price”) per share of Common Stock shall
equal $7.00.


 


For
the purpose of this Warrant, the term “Common Stock” shall mean (i) the Common Stock, par value $0.0001 per share,
of the Company as of the Date of Issuance, or (ii) any other class or classes of stock resulting from successive changes or reclassifications
of such class of stock, and the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on
which commercial banks in New York, New York are required or authorized to be closed.


 


Section
1. Term of Warrant, Exercise of Warrant. (a) Subject to the terms of this Warrant, the Holder shall have the right, at
its option, which may be exercised in whole or in part, at any time, and from time to time, commencing at the time immediately
following the time the Purchase Price has been paid and until the earlier of (x) 5:00 p.m. Eastern Time on the eighteen-month
anniversary of the Date of Issuance and (y) the closing of a Change of Control (as defined below) (the “Warrant Expiration
Date”) to purchase from the Company the Warrant Shares. “Change of Control” shall mean the sale, conveyance
or disposal of all or substantially all of the Company’s property or business or the Company’s merger with or into
or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction or
series of related transactions in which the stockholders of the Company immediately prior to the transaction or transactions own
less than a majority of the voting power of the surviving corporation following the transaction or transactions.


 




    	 



     


    

 


(b)
The purchase rights evidenced by this Warrant shall be exercised by the Holder surrendering this Warrant, with the form of subscription
at the end hereof duly executed by the Holder, to the Company at its office in New York, New York (or, in the event the Company’s
principal office is no longer in New York, New York, its then principal office in the United States (the “Principal Office”)),
accompanied by payment, of an amount (the “Exercise Payment”) equal to the Warrant Price multiplied by the number
of Warrant Shares being purchased pursuant to such exercise, payable as follows: (i) by payment to the Company in cash, by certified
check, or by wire transfer of the Exercise Payment, (ii) by surrender to the Company for cancellation of securities of the Company
having a Market Price (as hereinafter defined) on the date of exercise equal to the Exercise Payment; or (iii) by a combination
of the methods described in clauses (i) and (ii) above. In lieu of exercising the Warrant as set forth in the foregoing sentence,
the Holder may elect to perform a net exercise and receive a payment equal to the difference between (i) the Market Price on the
date of exercise multiplied by the number of Warrant Shares as to which the payment is then being elected and (ii) the aggregate
Warrant Price with respect to such Warrant Shares, payable by the Company to the Holder only in shares of Common Stock valued
at the Market Price on the date of exercise. For purposes hereof, the term “Market Price” shall mean, with respect
to any day, the average closing price of a share of Common Stock or other security for the five consecutive trading days preceding
such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted
to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported high and
low prices during such five trading day period on the OTCQB Venture Market, if the shares of Common Stock or securities are not
publicly traded, the Market Price for such day shall be the fair market value thereof determined in good faith by the Board of
Directors of the Company.


 


(c)
Upon any exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch, but in any
event within five Business Days, to or upon the written order of the Holder and, subject to Section 3, in such name or names as
the Holder may designate (provided that such names other than the Holder may include only affiliates of the Holder), written confirmation
(including via email) from the Company’s transfer agent that it has issued a book entry position for the number of full
Warrant Shares issuable upon such exercise together with such other property, including cash (if necessary pursuant to Section
5.3 hereof), which may be deliverable upon such exercise. If fewer than all of the Warrant Shares represented by this Warrant
are purchased, a new Warrant of the same tenor as this Warrant, evidencing the Warrant Shares not purchased will be issued and
delivered by the Company at the Company’s expense, to the Holder together with the issue of the written confirmation from
the Company’s transfer agent that it has issued a book entry position representing the Warrant Shares then being purchased.
The Warrant certificate, when surrendered upon exercise of the Warrant, shall be canceled by the Company.


 


(d)
The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver written confirmation from the Company’s transfer agent that it has issued a book entry position representing shares
of Common Stock upon exercise of this Warrant or to credit such shares to the Holder’s DTC account (as the case may be)
as required pursuant to the terms hereof.


 




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Section
2. Warrant Register, Registration of Transfers.


 


Section
2.1. Warrant Register. The Company shall keep at its Principal Office, a register (the “Warrant Register”)
in which the Company shall record the name and address of the Holder from time to time and all transfers and exchanges of this
Warrant. The Company shall give the Holder prior written notice of any change of the address at which such register is kept.


 


Section
2.2. Registration of Transfers, Exchanges or Assignment of the Warrant. The Holder shall be entitled to assign its interest
in this Warrant in whole or in part to any affiliate of Holder upon surrender thereof accompanied by a written instrument or instruments
of transfer in the form of assignment at the end hereof duly executed by the Holder. Except as set forth in the preceding sentence,
this Warrant may not be assigned by the Holder. This Warrant may also be exchanged or combined with warrants of like tenor at
the option of the Holder for another Warrant or Warrants of like tenor and representing in the aggregate the right to purchase
a like number of Warrant Shares upon presentation thereof to the Company at its Principal Office together with a written notice
signed by the Holder specifying the denominations in which the new Warrant is or the new Warrants are to be issued.


 


Upon
surrender for transfer or exchange of this Warrant to the Company at its Principal Office for transfer or exchange, in accordance
with this Section 2, the Company shall, without charge (subject to Section 3), execute and deliver a new Warrant or Warrants of
like tenor and of a like aggregate amount of Warrant Shares in the name of the assignee named in such instrument of assignment
and, if the Holder’s entire interest is not being assigned, in the name of the Holder with respect to that portion not transferred,
and this Warrant shall promptly be canceled.


 


Notwithstanding
the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities
Act of 1933, as amended (the “Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant
Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to
the Company, that such registration and qualification are not required.


 


Section
3. Payment of Taxes. The Company shall pay all documentary stamp taxes, if any, attributable to the initial issuance of
any Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax
or taxes which may be payable in respect of any transfer involved in the issue or delivery of any Warrant or book entry position
for Warrant Shares in a name other than that of the Holder as such name is then shown on the books of the Company.


 




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Section
4. Certain Covenants.


 


Section
4.1. Reservation of Warrant Shares. There have been reserved and the Company shall at all times keep reserved, out of its
authorized but unissued Common Stock, free from any preemptive rights, rights of first refusal or other restrictions (other than
pursuant to the Act and applicable state securities laws) a number of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by this Warrant.


 


Section
4.2. No Impairment. The Company shall not by any action including, without limitation, amending its Certificate of Incorporation,
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good
faith assist in the carrying out of all such terms and in the taking of all such action, as may be necessary or appropriate to
protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company shall take
all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares
of Common Stock upon the exercise of this Warrant at the then Warrant Price therefor.


 


Section
4.3. Notice of Certain Corporate Action. In case the Company shall propose (a) to offer to the holders of its Common Stock
rights to subscribe for or to purchase any shares of Common Stock or shares of stock of any class or any other securities, rights
or options, or (b) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision,
or combination, of outstanding shares of Common Stock), or (c) to effect any capital reorganization, or (d) to effect any Change
of Control, or (e) to effect the liquidation, dissolution or winding up of the Company or (f) to offer to the holders of its Common
Stock the right to have their shares of Common Stock repurchased or redeemed or otherwise acquired by the Company, or (g) to take
any other action which would require the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise
of this Warrant, then in each such case (but without limiting the provisions of Section 5), the Company shall give to the Holder,
a notice of such proposed action, which shall specify the date on which a record is to be taken for purposes of such dividend,
distribution or offer of rights, or the date on which such reclassification, reorganization, Change of Control, liquidation, dissolution,
or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be
fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such
action on the Common Stock. Such notice shall be so given at least ten (10) Business Days prior to the record date for determining
holders of the Common Stock for purposes of participating in or voting on such action, or at least ten (10) Business Days prior
to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever
shall be the earlier. Such notice shall specify, in the case of any subscription or repurchase rights, the date on which the holders
of Common Stock shall be entitled thereto, or the date on which the holders of Common Stock shall be entitled to exchange their
Common Stock for securities or other property deliverable upon any reorganization, reclassification, Change of Control or other
action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness
of a registration statement under the Act or to a favorable vote of security holders, if either is required, and the adjustment
in Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification,
Change of Control or other action, to the extent then determinable. No such notice shall be given if the Company reasonably determines
that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for
preserving as confidential or the disclosure of which would not be in the best interests of the Company.


 




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Section
4.4. Purchase Entirely for Own Account. The Holder acknowledges that this Warrant is given to the Holder in reliance upon
the Holder’s representation to the Company, which by its acceptance of this Warrant the Holder hereby confirms, that the
Warrant and the Warrant Shares (collectively, the “Securities”) being acquired by the Holder are being acquired for
investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Warrant, the Holder further represents that the Holder does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the Securities. The Holder represents that it has full power and authority to enter into this Warrant. The Holder
has not been formed for the specific purpose of acquiring any of the Securities.


 


Section
4.5. Disclosure of Information. The Holder has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Securities with the Company’s management and has had
an opportunity to review the Company’s facilities, and has had an opportunity to read all of the Company’s filings
with the Securities and Exchange Commission.


 


Section
4.6. Restricted Securities. The Holder understands that the Securities have not been, and will not be, registered under
the Act, by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The
Holder understands that the Securities are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Holder must hold the Securities indefinitely unless they are registered with the Securities
and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities,
and on requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no
obligation and may not be able to satisfy.


 


Section
4.7. Accredited Investor. The Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Act.


 




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Section
5. Adjustment of Warrant Price.


 


Section
5.1. Subdivision or Combination of Stock. In case the Company shall at any time (i) issue a dividend payable in Common
Stock or any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number
of shares, then (x) in the case of a dividend or subdivision, the Warrant Price in effect immediately prior to such dividend or
subdivision shall be proportionately decreased and the number of shares of Common Stock purchasable upon the exercise of the Warrant
immediately prior to such adjustment shall be proportionately increased, and (y) in the case of a combination, the Warrant Price
in effect immediately prior to such combination shall be proportionately increased and the number of shares of Common Stock purchasable
upon the exercise of the Warrant immediately prior to such adjustment shall be proportionately decreased.


 


Section
5.2. Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital reorganization or reclassification
of the capital stock of the Company or any consolidation or merger of the Company with another corporation, other than a Change
of Control, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation,
exercise, merger or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive
upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore
receivable upon the exercise of this Warrant, that number of shares of stock, securities or assets (including cash) as may be
issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of
Warrant Shares for which this Warrant could have been exercised immediately prior to such reorganization, reclassification, consolidation,
merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder
to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock,
securities or assets (including cash) thereafter deliverable upon the exercise of this Warrant. The Company will not effect any
such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed
and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, the obligation
to deliver to such Holder such shares of stock, securities or assets (including cash) as, in accordance with the foregoing provisions,
the Holder may be entitled to receive.


 


Section
5.3. Fractional Shares. The Company shall not issue fractions of shares of Common Stock upon exercise of this Warrant or
scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this Section 5.3, be issuable
upon exercise of this Warrant, the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to
the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed on the basis of
the Market Price for a share of Common Stock as of the date of exercise.


 




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Section
5.4. Notice of Adjustment. Upon any adjustment of the Warrant Price, and from time to time upon the request of the Holder,
the Company shall furnish to the Holder the Warrant Price resulting from such adjustment or otherwise in effect and the number
of Warrant Shares then available for purchase under this Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.


 


Section
5.5. Certain Events. If any event occurs as to which, in the good faith judgment of the Board of Directors of the Company
the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the exercise
rights of the Holder in accordance with the essential intent and principles of such provisions, then the Board of Directors of
the Company in the good faith, reasonable exercise of its business judgment shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles so as to protect such exercise rights as aforesaid.


 


Section
6. No Rights as a Stockholder; Notice to Holder. Nothing contained in this Warrant shall be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for
the election of directors of the Company or any other matter, or any rights whatsoever as a stockholder of the Company.


 


Section
7. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with, in
the case of a Holder which is not a qualified institutional buyer within the meaning of Rule 144A under the Act, surety) in an
amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will
issue, in lieu thereof, a new Warrant of like tenor.


 


Section
8. Notices. All notices and other written communications provided for hereunder shall be given in writing and delivered
in person or sent by overnight delivery service (with charges prepaid), and (i) if to the Holder addressed to it at the address
specified for such Holder in the Warrant Register or at such other address as the Holder shall have specified to the Company in
writing in accordance with this Section 8, and (ii) if to the Company, addressed to it at 1115 Broadway, 12th Floor, New York,
NY 10010 or at such other address as the Company shall have specified to the Holder in writing in accordance with this Section
8. Notice given in accordance with this Section 8 shall be effective upon the earlier of the date of delivery or the second Business
Day at the place of delivery after dispatch.


 


Section
9. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York
without giving effect to principles of conflict of laws.


 


Section
10. Warrant Share Legend. The Warrant Shares, until such Warrant Shares have been distributed pursuant to a registration
statement effective under the Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under
the Act (or any similar rule then in force) shall bear one or all of the following legends:


 


“THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


Any
legend required by the Blue Sky laws of any state to the extent such laws are applicable to the Warrant Shares.


 


Section
11. Captions. The captions of the Sections and subsections of this Warrant have been inserted for convenience only and
shall have no substantive effect.


 


Section
12. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the
Company and the Holder.


 




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IN
WITNESS WHEREOF, the undersigned have executed this Warrant as of the [●] day of May, 2020.


 


	 	FACEBANK
    GROUP, INC.
	 	 
	 	By:	 
	 	Name:	David
    Gandler
	 	Title:	Chief
    Executive Officer


 


	 	[NAME
    OF WARRANT HOLDER]
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 




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[To
be signed only upon exercise of Warrant]


 


TO
Facebank Group, Inc.:


 


The
undersigned, the holder of the within Warrant (the “Holder”), hereby irrevocably elects to exercise the purchase right
represented by such Warrant for, and to purchase thereunder, ______ shares of Common Stock of Facebank Group, Inc. and herewith
[makes payment of $______ therefor in full payment of the Exercise Payment][tenders securities having a Market Price of $_____
in full payment of the Exercise Payment] or [elects to receive a payment equal to the difference between (i) the Market Price
(as defined in the Warrant) multiplied by ________ (the number of Warrant Shares as to which the payment is being elected) and
(ii) ___________, which is the exercise price with respect to such Warrant Shares, in full payment of the Exercise Payment, payable
by the Company to the Holder only in shares of Common Stock valued at the Market Price in accordance with the terms of the Warrant],
and requests that the book entry position for such shares be issued in the name of ______.


 


	Dated:	 	 
	 	 	 
		 	 
	 	 	 
	 	 	
	 	 	(Signature
                                         must conform in all respects to name of

        Holder
        as specified on the face of the Warrant)

	 	 	 
	 	 	
	 	 	Address


 




    	 



     


    

 


[To
be signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________ the right represented by the within Warrant
to purchase _____ shares of the Common Stock of Facebank Group, Inc. to which the within Warrant relates, and appoints _______
attorney to transfer said right on the books of Facebank Group, Inc. with full power of substitution in the premises.


 


	Dated:	 	 
	 	 	 
	 	 	 
	(Signature
    must conform in all respects to	 	
	name
    of Holder as specified on the face of the Warrant)	 	
	 	 	 
	 	 	
	 	 	Address
	 	 	 
	In
    the presence of: