Exhibit
10.5


 


FACEBANK
GROUP, INC.


2020
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT


 


NOTICE
OF STOCK OPTION GRANT


 


Unless
otherwise defined herein, the terms defined in the FaceBank Group, Inc. 2020 Equity Incentive Plan (the “Plan”) will
have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of
Grant”), the Terms and Conditions of Stock Option Grant, and the exhibits attached thereto (all together, the “Option
Agreement”).


 


NOTICE
OF STOCK OPTION GRANT


 


Participant
Name:


 


Address:


 


The
undersigned Participant has been granted an Option to purchase Common Stock of FaceBank Group, Inc. (the “Company”),
subject to the terms and conditions of the Plan and this Option Agreement, as follows:


 


	 	Grant
    Number:	 	 	 
	 	 	 	 	 
	 	Date
    of Grant:	 	 	 
	 	 	 	 	 
	 	Vesting
    Commencement Date:	 	 	 
	 	 	 	 	 
	 	Exercise
    Price per Share:	$	 	 
	 	 	 	 	 
	 	Total
    Number of Shares Granted:	 	 	 
	 	 	 	 	 
	 	Total
    Exercise Price:	$	 	 
	 	 	 	 	 
	 	Type
    of Option:	 	Incentive
    Stock Option	 
	 	 	 	 	 
	 	 	 	Nonstatutory
    Stock Option	 
	 	 	 	 	 
	 	Term/Expiration
    Date:	 	 	 


 


Vesting
Schedule:


 


Subject
to accelerated vesting as set forth below or in the Plan, this Option will be exercisable, in whole or in part, in accordance
with the following schedule:


 


[Twenty-five
percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date,
and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day
of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to
Participant continuing to be a Service Provider through each such date.]


 




    	 



     


    

 


Termination
Period:


 


This
Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant
ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 15 of the Plan.


 


Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and
this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of this Option and the Option Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan
or this Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated
below.


 


	PARTICIPANT	 	FACEBANK
    GROUP, INC.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print
    Name	 	Print
    Name
	 	 	 
	 	 	 
	 	 	Title
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




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EXHIBIT
A


 


TERMS
AND CONDITIONS OF STOCK OPTION GRANT


 


1.
Grant of Option. The Company hereby grants to the individual (the “Participant”) named in the Notice of Stock
Option Grant of this Option Agreement (the “Notice of Grant”) an option (the “Option”) to purchase the
number of Shares as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise
Price”), subject to all of the terms and conditions in this Option Agreement and the Plan, which is incorporated herein
by reference. Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and
the terms and conditions of this Option Agreement, the terms and conditions of the Plan will prevail.


 


The
Option will be designated as either an Incentive Stock Option (“ISO”) or a Nonstatutory Stock Option (“NSO”).
If designated in the Notice of Grant as an ISO, this Option is intended to qualify as an ISO under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an ISO, to the extent that
it exceeds the $100,000 rule of Code Section 422(d) it will be treated as an NSO. Further, if for any reason this Option (or portion
thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded
as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective
employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for
any reason as an ISO.


 


2.
Vesting Schedule. Except as provided in Section 3, the Option awarded by this Option Agreement will vest in accordance
with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence
of a certain condition will not vest in Participant in accordance with any of the provisions of this Option Agreement, unless
Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.


 


3.
Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser
portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will
be considered as having vested as of the date specified by the Administrator.


 


4.
Exercise of Option.


 


(a)
Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option Agreement.


 


(b)
Method of Exercise. This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”) in
the form attached as Exhibit A or in a manner and pursuant to such procedures as the Administrator may determine, which
will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of
the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares together and of any Tax Obligations (as defined in Section
6(a)). This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied
by the aggregate Exercise Price.


 




    	 



     


    

 


5.
Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at
the election of Participant:


 


(a)
cash in U.S. dollars;


 


(b)
check designated in U.S. dollars;


 


(c)
consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan;
or


 


(d)
surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares and that are owned free and clear of any liens, claims, encumbrances, or security interests, provided that accepting
such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company.


 


6.
Tax Obligations.


 


(a)
Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the
“Employer”) or Parent or Subsidiary to which Participant is providing services (together, the Company, Employer and/or
Parent or Subsidiary to which the Participant is providing services, the “Service Recipient”), the ultimate liability
for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation,
(i) all federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation)
that are required to be withheld by the Company or the Service Recipient or other payment of tax-related items related to Participant’s
participation in the Plan and legally applicable to Participant, (ii) the Participant’s and, to the extent required by the
Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated
with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Company (or Service Recipient) taxes
the responsibility for which the Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance
of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and
may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company
and/or the Service Recipient (A) make no representations or undertakings regarding the treatment of any Tax Obligations in connection
with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale
of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (B) do not commit to
and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s
liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more
than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable,
Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to
withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements
for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges
and agrees that the Company may refuse to issue or deliver the Shares.


 




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(b)
Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant
is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction.
Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold
the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant
to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in
part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold
otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding
requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such
greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations
from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv)
delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling
a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its
sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding
requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such
greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company
in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares
otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date
of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that
the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax
in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations
hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise
and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.


 


(c)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years
after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company
in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on
the compensation income recognized by Participant.


 




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(d)
Code Section 409A. Under Code Section 409A, a stock right (such as the Option) that is granted with a per share exercise
price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying
share on the date of grant (a “discount option”) may be considered “deferred compensation.” A stock right
that is a “discount option” may result in (i) income recognition by the recipient of the stock right prior to the
exercise of the stock right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest
charges. The “discount option” may also result in additional state income, penalty and interest tax to the recipient
of the stock right. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per
Share exercise price of this Option equals or exceeds the fair market value of a Share on the date of grant in a later examination.
Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the
fair market value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related
to such a determination.


 


7.
Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights
or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing
such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents
or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance,
recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares
and receipt of dividends and distributions on such Shares.


 


8.
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT
THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING
SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR
THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER, SUBJECT
TO APPLICABLE LAW, WHICH TERMINATION, UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.


 


9.
Nature of Grant. In accepting the Option, Participant acknowledges, understands and agrees that:


 


(a)
the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants
of options, or benefits in lieu of options, even if options have been granted in the past;


 




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(b)
all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;


 


(c)
Participant is voluntarily participating in the Plan;


 


(d)
the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;


 


(e)
the Option and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation
for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar payments;


 


(f)
the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;


 


(g)
if the underlying Shares do not increase in value, the Option will have no value;


 


(h)
if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below
the Exercise Price;


 


(i)
for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date
Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for
such termination and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction
where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless
otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or
contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will
terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would
not include any contractual notice period or any period of “garden leave” or similar period mandated under employment
laws in the jurisdiction where Participant is a Service Provider or Participant’s employment or service agreement, if any,
unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may
exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant
ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction
where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive
discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including
whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);


 


(j)
unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option
Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company
nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and


 




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(k)
the following provisions apply only if Participant is providing services outside the United States:


 


	 	(i)
    	the
    Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; 
	 	 	 
	 	(ii)
    	Participant
    acknowledges and agrees that none of the Company, the Service Recipient, or any Parent or Subsidiary shall be liable for any
    foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect
    the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale
    of any Shares acquired upon exercise; and
	 	 	 
	 	(iii)
    	no
    claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of
    Participant’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid
    or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s
    employment or service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise
    not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary
    or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent
    or Subsidiary and the Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed
    by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have
    agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of
    such claim.


 


10.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying
Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his
or her participation in the Plan before taking any action related to the Plan.


 


11.
Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of Participant’s personal data as described in this Option Agreement and any other Option grant
materials by and among, as applicable, the Employer or other Service Recipient, the Company and any Parent or Subsidiary for the
exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 


 




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Participant
understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited
to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement
to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for
the exclusive purpose of implementing, administering and managing the Plan. 


 


Participant
understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the future, which
is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the
recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country of operation (e.g.,
the United States) may have different data privacy laws and protections than Participant’s country. Participant understands
that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company and any
other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing,
administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only
as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands
that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing his or her local human resources representative. Further, Participant understands
that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant
later seeks to revoke his or her consent, his or her engagement as a Service Provider and career with the Employer will not be
adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would
not be able to grant Participant Options or other equity awards or administer or maintain such awards. Therefore, Participant
understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan.
For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands
that he or she may contact his or her local human resources representative.


 


12.
Address for Notices. Any notice to be given to the Company under the terms of this Option Agreement will be addressed to
the Company at FaceBank Group, Inc., 1115 Broadway, 12th Floor, New York, NY 10010, or at such other address as the Company may
hereafter designate in writing.


 




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13.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by Participant.


 


14.
Successors and Assigns. The Company may assign any of its rights under this Option Agreement to single or multiple assignees,
and this Option Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Option Agreement shall be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns. The rights and obligations of Participant under this Option Agreement may only be assigned with the prior
written consent of the Company.


 


15.
Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing,
registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S.
law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission
or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission
or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares,
to Participant (or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration,
qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions
not acceptable to the Company. Subject to the terms of the Option Agreement and the Plan, the Company shall not be required to
issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the
date of exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience.


 


16.
Language. If Participant has received this Option Agreement or any other document related to the Plan translated into a
language other than English and if the meaning of the translated version is different than the English version, the English version
will control.


 


17.
Interpretation. The Administrator will have the power to interpret the Plan and this Option Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke
any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested).
All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding
upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the
Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the
Plan or this Option Agreement.


 


18.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to
the Option awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s
consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a
third party designated by the Company.


 




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19.
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Option Agreement.


 


20.
Agreement Severable. In the event that any provision in this Option Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining
provisions of this Option Agreement.


 


21.
Amendment, Suspension or Termination of the Plan. By accepting this Option, Participant expressly warrants that he or she
has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


22.
Governing Law and Venue. This Option Agreement will be governed by the laws of New York, without giving effect to the conflict
of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Option Agreement, the
parties hereby submit to and consent to the jurisdiction of the State of New York, and agree that such litigation will be conducted
in the courts of New York, or the federal courts for the United States for the Southern District of New York, and no other courts,
where this Option is made and/or to be performed.


 


23.
Country Addendum. Notwithstanding any provisions in this Option Agreement, this Option shall be subject to any special
terms and conditions set forth in the appendix (if any) to this Option Agreement for Participant’s country (the “Country
Addendum”). Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any), the special
terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of
such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part
of this Option Agreement.


 


24.
Modifications to the Agreement. This Option Agreement constitutes the entire understanding of the parties on the subjects
covered. Participant expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises, representations,
or inducements other than those contained herein. Modifications to this Option Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or
this Option Agreement, the Company reserves the right to revise this Option Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A of the Code in connection with the Option.


 


25.
No Waiver. Either party’s failure to enforce any provision or provisions of this Option Agreement shall not in any
way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every
other provision of this Option Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver
of either party’s right to assert all other legal remedies available to it under the circumstances.


 


26.
Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Option Agreement. With respect to such matters, Participant relies
solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant
understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise
as a result of this investment or the transactions contemplated by this Option Agreement.


 


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EXHIBIT
B


 


FACEBANK
GROUP, INC.


 


2020
EQUITY INCENTIVE PLAN


 


EXERCISE
NOTICE


 


FaceBank
Group, Inc.


1115
Broadway, 12th Floor


New
York, NY 10010


 


Attention:
Stock Administration


 


1.
Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects
to purchase ______________ shares (the “Shares”) of the Common Stock of FaceBank Group, Inc. (the “Company”)
under and pursuant to the 2020 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, dated ________ and
including the Notice of Grant, the Terms and Conditions of Stock Option Grant, and exhibits attached thereto (the “Option
Agreement”). The purchase price for the Shares will be $_____________, as required by the Option Agreement.


 


2.
Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any Tax Obligations
(as defined in Section 6(a) of the Option Agreement) to be paid in connection with the exercise of the Option.


 


3.
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.
Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder
will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired
will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date of issuance, except as provided in Section 15 of the Plan.


 


5.
Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any
tax advice.


 


6.
Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice,
the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company
and Purchaser. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of New York.


 






    	 



     


    

 


	Submitted
    by:	 	Accepted
    by:
	 	 	 
	PURCHASER	 	FACEBANK
    GROUP, INC.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print
    Name	 	Print
    Name
	 	 	 
	Address:	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date
    Received


 



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