Contract Notes showing Century Venture / Rene Eichenberger selling stock to Cannell Group and the proceeds going to John Textor's Wyndcrest Holdings bank account in Florida during his lock up period

1. 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into
effective this 12th day of May 2020, by and between CENTURY VENTURE SA, ("Seller”), with an
address at Room 2602-03, 26th Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong
and Tristan Offshore Fund, Ltd. with an address 245 Meriwether Circle, Alta, Wyoming 83414, United
States (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties”
or individually as a “Party”.
RECITALS:
A. Seller is the owner and holder of record of an amount of shares of the issued and outstanding
common stock of Facebank Group, Inc., a Florida corporation (the “Company”), sufficient to
consummate the transaction contemplated herein, such shares further described by OTC symbol “FUBO”
and CUSIP number 74587E105.
B. The parties desire that, upon the terms and subject to the conditions contained herein, the
Seller shall sell to Purchaser, as provided herein, and Purchaser shall purchase Forty Thousand Two
Hundred Fifty Five (40,255) shares of the Company’s common stock (the “Shares”) to be delivered by
Seller at a purchase price of Two Hundred One Thousand Two Hundred Seventy Five dollars ($201,275)
or $5.00 per share (the “Purchase Price”).
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and sale of the Shares
aforementioned, it is hereby agreed as follows:
1. Recitals. The above referenced Recitals are true and correct and incorporated herein as the
material terms of this Agreement.
2. Purchase and Sale; Closing.
(a) Purchase and Sale of Shares. Subject to the terms and conditions set forth herein, at the
Closing of the transactions contemplated hereby, the Seller shall sell, convey, assign and transfer to
Purchaser the Shares, and Purchasers shall purchase from Seller the Shares and deliver to Seller the
Purchase Price as set forth below.
(b) Closing. The closing of the transactions contemplated by this Agreement (the "Closing"),
shall occur immediately upon receipt of the Purchase Price by Seller, payable by wire transfer to Seller’s
closing agent (the “Seller Agent”), on or about the date hereof (such date to be referred to in this
Agreement as the "Closing Date").
(c) Purchaser’s Closing Deliveries. On the Closing Date Purchaser shall deliver the Purchase
Price by wire transfer pursuant to the following instructions:
Bank: Seacoast Bank
815 S Colorado Ave
Stuart, FL 34994
ABA#: 067005158
Account: Wyndcrest Holdings, LLC
Account #: 4127045281

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(d) Seller’s Closing Deliveries. On the Closing Date, Seller shall deliver, to the Company’s
stock transfer agent, the Shares, including transfer instructions and executed stock power(s) as necessary
to the transfer the Shares to Purchaser.
3. Representations and Warranties of Seller. Seller represents and warrants to Purchaser that the
following statements contained in this Section 3 are, true, correct and complete as of the date of this
Agreement, all of which shall survive the Closing:
(a) Seller is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation with full right, corporate, partnership or other applicable
power and authority to enter into and to consummate the transactions contemplated by this Agreement
and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by
Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate or
similar action on the part of Seller. This Agreement, when executed and delivered by Seller, shall
constitute a valid and legally binding obligation of Seller, enforceable against Seller in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and any other laws of general application affecting enforcement of creditors’
rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
(b) Seller is the lawful owner of the Shares, and same are free and clear of all security
interests, liens, claims, pledges, hypothecations, encumbrances, equities and other charges or interests of
every kind and nature. Upon completion of the transactions contemplated hereby, Purchaser will receive
good and marketable title to the Shares, free and clear of all security interests, liens, claims, pledges,
hypothecations, encumbrances, equities and other charges or interests of every kind and nature.
(c) There are no existing warrants, options, stock purchase agreements, preemptive rights,
rights or first refusal or other restrictions relating to or affecting Shares.
4. Representations and Warranties of Purchaser. Purchaser represents and warrants to
Seller that the following statements contained in this Section 4 are, true, correct and complete as of the
date of this Agreement, all of which shall survive the Closing:
(a) Purchaser is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation with full right, corporate, partnership or other applicable
power and authority to enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder, and the execution, delivery and performance by Purchaser of
the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action
on the part of Purchaser. This Agreement, when executed and delivered by Purchaser, shall constitute a valid
and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
(b) Purchaser acknowledges that Seller has made no representations or warranties about the
Company or the Shares, except as otherwise set forth herein.
(c) Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax
advisor, if any (collectively, the “Advisors”), as the case may be, has such knowledge and experience in
financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the

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information made available to it in connection with the Shares to evaluate the merits and risks of an
investment in the Shares and the Company and to make an informed investment decision with respect thereto.
(d) Purchaser is aware that an investment in the Shares involves a number of very significant
risks and has carefully researched and reviewed and understands the risks of, and other considerations
relating to the purchase of the Shares.
(e) Purchaser and its Advisors are aware of all publicly available documents and materials
relating to the business, finances and operations of the Company and its subsidiaries and information as
currently listed on www.SEC.gov and deemed material to making an informed investment decision regarding
its purchase of the Shares. Purchaser and its Advisors have been afforded the opportunity to review such
documents and materials and the information contained therein. Seller makes no representation or warranty
with respect to the completeness of such information and makes no representation or warranty of any kind
with respect to any information provided by any person or entity about the Company. Purchaser understands
and represents that Purchaser is purchasing the Shares notwithstanding the fact that the Company and its
subsidiaries, if any, may disclose in the future certain material information Purchaser has not received,
including the financial results of the Company and its subsidiaries for their current fiscal quarters. Purchaser
has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to its investment in the Shares.
(f) In evaluating the suitability of an investment in the Shares, Purchaser has not relied upon
any representation or information (oral or written) with respect to the Shares, the Company or its subsidiaries,
or otherwise, other than as stated in this Agreement. No oral or written representations have been made, or
oral or written information furnished, to the Purchaser or its Advisors, if any, in connection with the offering
of the Shares.
(g) Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder,
or agent with respect to the transactions contemplated by this Agreement for which Seller of the Company
could become liable or obligated.
5. Confidentiality. This Agreement, its terms and conditions, and the discussions, writings and
negotiations of the Parties prior to the date of this Agreement, shall not be disclosed to any third parties and
the Parties shall keep any matters relating to this Agreement strictly confidential and shall not make any
disclosure thereof, except for legal, accounting or tax purposes, or as required by law.
6. General.
(a) Except as set forth in this Agreement, there are no other agreements, representations, warranties
or covenants by or between the parties hereto with respect to the subject matter hereof. This Agreement
contains the entire understanding of the parties hereto with respect to the subject matter hereof. This
Agreement supersedes all prior agreements and understandings, oral and written, between the parties hereto
with respect to the subject matter hereof.
(b) This Agreement shall be construed and enforced in accordance with the laws of the State of
Wyoming.
(c) This Agreement may be signed in any number of counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same document. A facsimile or electronic mail
(including as a .PDF attachment) transmission of this Agreement bearing the signature of one or more parties
hereto shall be deemed to be an original.

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(d) Each Party agrees that it will, at any time and from time to time upon written request by the other
Party or the Company, promptly execute and deliver to the other Party or the Company, or their respective
nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other
reasonable acts which the other Party or the Company, or their respective successors and assigns, may
reasonably request in connection with the transfer of the Shares hereunder.
(e) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns.
(f) The parties have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Purchaser
represents and warrants that he has had the opportunity to obtain independent financial, professional and
legal counsel with respect to this Agreement and the transactions contemplated hereby, and has consulted
with such professionals regarding same.
(g) All of the representations, warranties, acknowledgements, covenants and agreements of
Purchaser contained in this Agreement shall survive the Closing hereunder, and shall be construed as,
independent of, and not dependent on, any other covenant, representation, acknowledgment and warranty of
the Parties hereunder.
IN WITNESS WHEREOF, this Stock Purchase Agreement has been executed by each of the
individual parties hereto, all on the date first above written.
SELLER
CENTURY VENTURE SA
_________________________________
By:
Its:
PURCHASER:
TRISTAN OFFSHORE FUND, LTD.
_________________________________
By:
Its:
René Eichenberger
Managing Partner
Managing Member of Cannell Capital LLC,
Investment Adviser to Tonga Partners, L.P.
J. Carlo Cannell