Exhibit 10.5


 


THIS
TRADEMARK SECURITY AGREEMENT dated as of July 16, 2020 (this “Agreement”), between FUBOTV INC., a Delaware
corporation (the “Borrower”), RECALL STUDIOS, INC., a Nevada corporation (“Recall”),
fuboTV Spain, SL, a sociedad limitada under the laws of Spain (“Fubo Spain”) (Borrower, Recall, and
Fubo Spain are collectively referred to herein as the “Grantors”), and ACCESS ROAD CAPITAL LLC, a Delaware
limited liability company (the “Grantee”). 


 


Reference
is made to (a) the Collateral Agreement dated as of July 16, 2020 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Collateral Agreement”), between the Borrower, FaceBank Group,
Inc., (the “Co-Borrower”), and the Grantee and (b) the Credit Agreement dated as of July 16, 2020 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
between the Borrower, the Co-Borrower, and the Grantee. The Grantee has agreed to extend credit to the Borrower and the Co-Borrower
subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Grantee to extend such credit are
conditioned upon, among other things, the execution and delivery of this Agreement. The Borrower and the Co-Borrower will derive
substantial benefits from the extension of credit pursuant to the Credit Agreement and are willing to execute and deliver this
Agreement in order to induce the Grantee to extend such credit. Accordingly, the parties hereto agree as follows:


 


SECTION
1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the
Credit Agreement or the Collateral Agreement, as applicable. The rules of construction specified in Section 1.2 of the Credit
Agreement also apply to this Agreement.


 


SECTION
2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations,
the Grantors hereby collaterally assign and pledge to the Grantee and its permitted successors and assigns, and hereby grant to
the Grantee and its permitted successors and assigns, a security interest in, all right, title and interest in or to any and all
of the following assets and properties now owned or at any time hereafter acquired by them or in which the Grantors now have or
at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):


 


(a)
all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter
acquired or adopted, all registrations and recordings thereof, and all registration and recording applications filed in connection
therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor
office) or any similar offices in any State of the United States of America or any other country or any political subdivision
thereof, and all extensions or renewals thereof, including those listed on Schedule I attached hereto (the “Trademarks”);


 


(b)
all goodwill associated with or symbolized by the Trademarks; and


 




    	 



     


    

 


(c)
all other assets, rights and interests that uniquely reflect or embody such goodwill;


 


but
excluding any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
federal law.


 


SECTION
3. Security Agreement. The security interests granted to the Grantee herein are granted in furtherance, and not in limitation
of, the security interests granted to the Grantee pursuant to the Collateral Agreement. The Grantors hereby acknowledge and affirm
that the rights and remedies of the Grantee with respect to the Trademark Collateral are more fully set forth in the Collateral
Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the
event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement
shall govern.


 


SECTION
4. Supplements to Schedule I. Each Grantor hereby authorizes the Grantee from time to time to supplement Schedule I
attached hereto to include additional Trademark Collateral of such Grantor and to file such supplemented Schedule I
with the United States Trademark and Trademark Office without any further action required of either Grantor.


 


SECTION
5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of
an executed signature page to this Agreement by facsimile or other electronic form (including .pdf file) shall be effective as
delivery of a manually signed counterpart.


 


SECTION
6. Applicable Law. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by,
and construed in accordance with, the law of the State of New York.


 


[Remainder
of page intentionally left blank]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	 	GRANTORS:
	 	 	 
	 	FUBOTV
    INC., a Delaware corporation
	 	 	 
	 	By:	/s/
    David Gandler
	 	Name:	 
	 	Title:	 
	 	 	 
	 	RECALL
    STUDIOS, INC., a Nevada corporation
	 	 	 
	 	By:	/s/
    Alexander Bafer
	 	Name:	Alexander
    Bafer
	 	Title:	CEO
	 	 	 
	 	fuboTV
    Spain, SL, a sociedad limitada under
    the laws of Spain
	 	 	 
	 	By:	/s/
David Gandler
	 	Name:	 
	 	Title:	 


 


[Signature page to
Trademark Security Agreement]


 







    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	 	GRANTEE:
	 	 
	 	ACCESS
    ROAD CAPITAL LLC, a Delaware 
	 	limited
    liability company
	 	 
	 	By:	/s/
    Idan Shani
	 	Name:	Idan
    Shani 
	 	Title:	COO/CFO


 


[Signature page to
Trademark Security Agreement]


 




    	 



     


    

 


Schedule
I


 


U.S.
Trademark Registrations


 


	Mark	 	Grantor	 	Registration
    Date	 	Registration
    Number	 	Serial
    Number
	“The Most Sports for the Least Money”	 	FuboTV Inc.	 	December 11, 2018	 	5629123	 	87637227
	“Recall Studios” (word mark)	 	Recall Studios Inc.	 	March 12, 2019	 	5696755	 	88055302
	FUBOTV (Standard Character Mark)	 	FuboTV Inc.	 	August 30, 2016	 	5030871	 	86876349


 


U.S.
Trademark Applications


 


	Mark	 	Filing
    Date	 	Application
    Date
	N/A	 	N/A	 	N/A


 


Non-U.S.
Trademark Registrations


 


	Mark	 	Grantor	 	Registration
    Date	 	Registration
    Number	 	Serial
    Number
	Fubotv	 	fuboTV
    Spain, SL	 	December
    21, 2017	 	017035213	 	N/A


 


Non-U.S.
Trademark Applications


 


	Mark	 	Filing
    Date	 	Application
    Date
	N/A	 	N/A	 	N/A