Item 1.01. Entry into a Material Definitive Agreement.

On July 10, 2020, FaceBank Group, Inc. (the "Company") entered into that certain Share Purchase Agreement (the "SPA"), dated as of July 10, 2020, by and among the Company, C2A2 Corp. AG Ltd. (the "Purchaser") and Aston Fallen (with respect to Section 3.01 of the SPA only). Pursuant to the terms of the SPA, the Purchaser agreed to acquire all of the 1,000 shares of Facebank AG common ("Facebank AG") stock, held by the Company, which shares constitute 100% of the issued and outstanding shares of Facebank AG in exchange for a series of assignments, payments, releases, options and settlements as further described in the SPA (collectively, the "Transactions"). The Transactions closed on July 10, 2020. In connection with the Transactions, the Company redeemed an aggregate of 3,633,114 shares of Company common stock at a redemption price of $0.0001 per share and issued 4,833,114 new shares of Company common stock at a sale price of $0.0001 per share, resulting in a net issuance of 1,200,000 new shares of Company common stock. The redemptions and new issuance are further discussed below.

At the closing of the Transactions, the Purchaser delivered the following, among other things, to the Purchaser: (i) the sum of $1.00; and (ii) the following assignments and releases with respect to the issuance by FBNK Finance S.a.r.l. ("FBNK Finance") of a total of EUR 50 million notes, portions of which were issued to the following investors pursuant to the terms and conditions (as to each such investor, the "Terms and Conditions") related thereto and an underwriting agreement (the "Underwriting Agreement") related thereto:

(i) An assignment and release agreement between the Company, FBNK Finance and

Joint Proficient Project Company Limited ("JP"), pursuant to which the EUR 6
     million bond guarantee, initially issued by the Company to JP was assigned
     from the Company to FBNK Finance, to include a full release of any
     obligations, guarantees or liabilities of any sort of the Company to JP or
     any other person, including with respect to the obligations of the Company
     pursuant to the Underwriting Agreement and the Terms and Conditions related
     thereto;

(ii) A release agreement by and between the Company, FBNK Finance and IndexAtlas


      AG ("IndexAtlas"), to include a full release of any obligations, guarantees
      or liabilities of any sort of the Company to any person, including with
      respect to the obligations of the Company pursuant to the Underwriting
      Agreement and the Terms and Conditions related thereto;

(iii) A release agreement by and between the Company, FBNK Finance and SERES


       Investments S.à r.l., SPF, to include a full release of any obligations,
       guarantees or liabilities of any sort of the Company to any person,
       including with respect to the obligations of the Company pursuant to the
       Underwriting Agreement and the Terms and Conditions related thereto;

(iv) A release agreement by and between the Company, FBNK Finance and Lazar

Vision Fund LP, to include a full release of any obligations, guarantees or
      liabilities of any sort of the Company to any person, including with respect
      to the obligations of the Company pursuant to the Underwriting Agreement and
      the Terms and Conditions related thereto;

(v) A release agreement by and between the Company, FBNK Finance and Herculius

Partners SA, to include a full release of any obligations, guarantees or
     liabilities of any sort of the Company to any person, including with respect
     to the obligations of the Company pursuant to the Underwriting Agreement and
     the Terms and Conditions related thereto;

(vi) A release agreement by and between the Company, FBNK Finance and Herculius


      Partners "Taurus" Fund c/o IFM Independent Fund Management, to include a
      full release of any obligations, guarantees or liabilities of any sort of
      the Company to any person, including with respect to the obligations of the
      Company pursuant to the Underwriting Agreement and the Terms and Conditions
      related thereto;

(vii) A release agreement by and between the Company, FBNK Finance and The Native


       SA, to include a full release of any obligations, guarantees or liabilities
       of any sort of the Company to any person, including with respect to the
       obligations of the Company pursuant to the Underwriting Agreement and the
       Terms and Conditions related thereto;

(viii) A release agreement by and between the Company, FBNK Finance and HLEE


        Finance S.à r.l. ("HLEE Finance"), to include a full release of any
        obligations, guarantees or liabilities of any sort of the Company to any
        person, including with respect to the obligations of the Company pursuant
        to the Underwriting Agreement and the Terms and Conditions related
        thereto;

(ix) A release agreement by and between the Company, FBNK Finance and Victor


      Iezuitov, to include a full release of any obligations, guarantees or
      liabilities of any sort of the Company to any person, including with respect
      to the obligations of the Company pursuant to the Underwriting Agreement and
      the Terms and Conditions related thereto; and

(x) A release agreement by and between the Company, FBNK Finance and Jacques

Girod, to include a full release of any obligations, guarantees or

liabilities of any sort of the Company to any person, including with respect

to the obligations of the Company pursuant to the Underwriting Agreement and

the Terms and Conditions related thereto.

At the closing of the Transactions, John Textor and Victor Iezuitov resigned as directors and officers of Facebank AG and each of its subsidiaries.

Following the closing of the Transactions, the Purchaser agreed to take such actions as required to remove the name "Facebank" from the name of Facebank AG and any of its affiliated entities as soon as possible.

The SPA contains customary representations, warranties and covenants. The obligations of the parties to consummate the closing of Transactions was subject to satisfaction or waiver of customary closing conditions, in addition to the following, each of which documents described below were executed and delivered as of the closing:

(a) Execution of that certain Mutual Release Agreement by each of the Company,

Facebank AG, HLEE Finance, FBNK Finance, Nexway AG and Mr. Textor;

(b) Completion of the issuance by the Company of 4,833,114 shares of the


     Company's common stock to FBNK Finance, in consideration of the consummation
     of the transactions pursuant to the SPA and a purchase price of $0.0001 per
     share;

(c) Termination of the consulting agreement between the Company and IndexAtlas


     and the cancellation of the issuance of the 200,000 shares of Company common
     stock issued to IndexAtlas, which were redeemed pursuant to the redemption
     agreement discussed below (together with 50,000 additional shares of Company
     common stock held by IndexAtlas);

(d) Entry into a redemption agreement by and among the Company, on the one hand,


     and HLEE Finance and the respective stockholders listed therein, on the other
     hand, and the closing of the transactions under each such redemption
     agreement, wherein the Company redeemed an aggregate of 3,633,114 shares of
     Company common stock for redemption consideration of $0.0001 per share of
     Company common stock.

(e) Execution by the Company and the Purchaser of a long form call agreement


     between the Company and the Purchaser allowing the Company to purchase 42% of
     Facebank AG's shares, for a cash consideration of CHF 1 in total for the
     period of five years following the closing of the Transactions;

(f) Termination of the Loan Documents (as defined below); and

(g) Repayment by the Company to Nexway AG, or its designee, of the sum of

$619,350, pursuant to that certain payment and termination agreement, as
     repayment of the loan that Nexway AG previously provided to the Company, and
     termination of such loan.

The closing of the Transactions was not subject to any financing condition.

The foregoing description of the SPA does not purport to be complete and are qualified in its entirety by reference to the full text of the SPA, filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement

On July 8, 2020, the Company entered into that certain Termination and Release Agreement (the "Termination Agreement") dated as of July 8, 2020 by and between HLEE Finance and the Company. As previously disclosed, on or about March 11, 2020, the Company entered that certain Credit Agreement (the "Credit Agreement") by and between the Company and HLEE Finance, pursuant to which HLEE Finance provided the Company with a loan facility in the amount of $100,000,000. Also on or about March 11, 2020, the Company issued a promissory note (the "Note") to HLEE Finance in the amount of $100,000,000, and entered into that certain Security Agreement by and between the Company and HLEE Finance (collectively with the Credit Agreement and the Note, the Loan Documents"). No amounts were loaned to the Company pursuant to the Loan Documents, and no amounts or payments are due to HLEE Finance pursuant to the Loan Documents.

Pursuant to the terms of the Termination Agreement, as of July 8, 2020, the Company and HLEE Finance agreed to terminate each of the Loan Documents and agreed that each Loan Document is null and void and of no further force and effect. As of July 8, 2020, (i) all obligations under the Loan Documents are terminated and satisfied in full, (ii) the commitment of HLEE Finance to make any loans to the Company under any Loan Document is automatically terminated, (iii) the liens and security interests granted pursuant to the Loan Documents are automatically and irrevocably released and terminated in their entirety and are of no further force or effect.

Each of the parties agreed to a full release relating to any claims arising or based on or relating to events or actions which occurred any at any point in the past and up to and including July 8, 2020.

The foregoing description of the Termination Agreement does not purport to be complete and are qualified in its entirety by reference to the full text of the Termination Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference into this Item 1.02.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description
   10.1         Share Purchase Agreement dated as of July 10, 2020 by and among
              the registrant, C2A2 Corp. AG Ltd. and Aston Fallen (with respect to
              Section 3.01 thereof only).
   10.2         Termination and Release Agreement dated as of July 8, 2020 by and
              between HLEE Finance S.a.r.l. and the registrant.

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