Attached files

file filename
EX-10.6 - fuboTV Inc. /FLex10-6.htm
EX-10.5 - fuboTV Inc. /FLex10-5.htm
EX-10.3 - fuboTV Inc. /FLex10-3.htm
EX-10.2 - fuboTV Inc. /FLex10-2.htm
EX-10.1 - fuboTV Inc. /FLex10-1.htm
8-K - fuboTV Inc. /FLform8-k.htm

 

Exhibit 10.4 

 

THIS PATENT SECURITY AGREEMENT dated as of July 16, 2020 (this “Agreement”), between FUBOTV INC., a Delaware corporation, FACEBANK GROUP, INC., a Florida corporation (each a “Borrower” and collectively, the “Borrowers”), and ACCESS ROAD CAPITAL LLC, a Delaware limited liability company (the “Lender”). The Borrowers are sometimes referred to herein individually as a “Grantor” or collectively, as “Grantors.”

 

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 Borrowers and the Lender 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 Borrowers and the Lender. The Lender has agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lender to extend such credit is conditioned upon, among other things, the execution and delivery of this Agreement. The Borrowers 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 Lender 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 Lender and its permitted successors and assigns, and hereby grant to the Lender 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 either of them or in which the Grantors now have or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

 

(a) all letters patent of the United States of America or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States of America or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule I; and

 

(b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein.

 

 

 

 

SECTION 3. Security Agreement. The security interests granted to the Lender herein are granted in furtherance, and not in limitation of, the security interests granted to the Lender pursuant to the Collateral Agreement. The Grantors hereby acknowledge and affirm that the rights and remedies of the Lender with respect to the Patent 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 Lender from time to time to supplement Schedule I attached hereto to include additional Patent Collateral of such Grantor and to file such supplemented Schedule I with the United States Patent 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 solely governed by, and construed in accordance with, the laws of the State of New York as applied to agreements performed wholly within 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:  
     
  FACEBANK GROUP, INC., a Florida corporation
     
  By: /s/ Simone Nardi
  Name:  
  Title:  

 

 

 

 

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

 

 

 

 

Schedule I

 

U.S. Patents, U.S. Patent Applications, Non-U.S. Patents, and Non-U.S. Patent Applications

 

Reference
Number
  Title  Filed Date  Serial #  Status  Country  Issue Date  Patent #
P440132.US.01  P440132.US.01 SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING VIDEO STREAM  06/04/2018  15/997,388  ISSUED  United States  10/08/2019  10,440,367
P440139.US.01  P440139.US.01 SYSTEMS AND METHODS FOR GENERATING INDIVIDUALIZED PLAYLISTS  09/21/2018  16/138,604  PUBLISHED  United States      
P440135.US.01  P440135.US.01 SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS  07/20/2018  16/040,900  ISSUED  United States  09/17/2019  10,419,786
P440142.US.01  P440142.US.01 DISPLAY SCREEN OR PORTION THEREOF WITH ANIMATED GRAPHICAL USER INTERFACE  09/24/2018  29/664,342  ABANDONED  United States      
P440142.US.02  P440142.US.02 SYSTEMS AND METHODS FOR DISPLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTERFACE  09/24/2018  62/735,676  EXPIRED  United States      
P440142.US.03  P440142.US.03 DISPLAY SCREEN OR PORTION THEREOF WITH GRAPHICAL USER INTERFACE  05/30/2019  29/693,030  PENDING  United States      
P440142.WO.01  P440142.WO.01 DISPLAY SCREEN OR PORTION THEREOF WITH ANIMATED GRAPHICAL USER INTERFACE  03/22/2019  WIPO81763  ISSUED  United Kingdom, Europe, Canada  10/25/2019  DM/203087
P440139.EP.01  P440139.EP.01 SYSTEMS AND METHODS FOR GENERATING INDIVIDUALIZED PLAYLISTS  09/20/2019  19198697.5  PUBLISHED  Europe      
P440139.CA.01  P440139.CA.01 SYSTEMS AND METHODS FOR GENERATING INDIVIDUALIZED PLAYLISTS  09/17/2019  3055711  PENDING  Canada      

 

   

 

 

P440135.EP.01  P440135.EP.01 SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS  07/17/2019  19186819.9  PUBLISHED  Europe      
P440135.CA.01  P440135.CA.01 SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS  07/12/2019  3049591  PENDING  Canada      
P440132.CA.01  P440132.CA.01 SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING A VIDEO STREAM USING VIRTUAL ENCODERS, BASED ON CHANGES IN THE NUMBER OF VIEWERS AND DESIRED VIDEO QUALITY  06/04/2019  3045125  ALLOWED  Canada      
P440132.EP.01  P440132.EP.01 SYSTEMS AND METHODS FOR VIDEO ENCODING  06/04/2019  19178276.2  PUBLISHED  Europe      
P440135.US.02  P440135.US.02 SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS  08/05/2019  16/531,428  PUBLISHED  United States      
P440132.US.01C  P440132.US.01C SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING VIDEO STREAM  09/20/2019  16/577,481  PUBLISHED  United States      
P440142.US.04  P440142.US.04 SYSTEMS AND METHODS FOR DISPLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTERFACE  09/24/2019  16/580,920  PUBLISHED  United States      
P440142.WO.02  P440142.WO.02 SYSTEMS AND METHODS FOR DISPLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTERFACE  09/24/2019  PCT/US2019/052707  PUBLISHED  International