Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Capital
Stock


 


The
authorized capital stock of fuboTV Inc., a Florida corporation (“we,” “our,” “us” or the “Company”),
consists of 400,000,000 shares of common stock with a $0.0001 par value per share, and 50,000,000 shares of preferred stock with
a $0.0001 par value per share. 35,800,000 shares have been designated as the Series AA Convertible Preferred Stock.


 


Common
Stock


 


Each
share of our common stock is generally entitled to one vote for each share on all matters submitted to a vote of the shareholders,
including the election of directors, but is generally not entitled to vote on any matter for which the vote is reserved to a class
of preferred stock pursuant to the designation for that preferred stock.


 


Rights
and Preferences


 


Holders
of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions
applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and
may be adversely affected by, the rights of the holders of shares of any series of preferred stock currently outstanding or which
we may designate and issue in the future.


 


Dividends
and Distributions


 


Our
bylaws, as amended, provide that the board of directors may authorize, and the Company may make, distributions (which would include
dividends) to its shareholders subject to restrictions by our articles of incorporation, as amended, and certain additional limitations
as described below. Specifically, no distribution may be made if, after giving it effect, (a) the Company would not be able to
pay its debts as they become due in the usual course of business; or (b) the Company’s total assets would be less than the
sum of its total liabilities plus (unless our articles of incorporation permit otherwise) the amount that would be needed, if
the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders
whose preferential rights are superior to those receiving the distribution.


 


We
may also issue shares as share dividends, which may be issued pro rata and without consideration to our shareholders or to the
shareholders of one or more classes or series. Shares of one class or series may not be issued as a share dividend in respect
of shares of another class or series unless (a) our articles of incorporation, as amended, so authorize; (b) a majority of the
votes entitled to be cast by the class or series to be issued approves the issue; or (c) there are no outstanding shares of the
class or series to be issued.


 


Anti-Takeover
Provisions


 


The
Florida Business Corporation Act (the “FBCA”) contains certain provisions which may affect the ability of a party
to acquire control of the Company.


 


Control
Share Acquisition Statute


 


The
control share acquisition statute, Section 607.0902 of the FBCA, generally provides that in the event that a person acquires voting
shares of the Company which would have more than 20% of the voting power of all of the shares of the Company, such acquired shares
have only such voting rights as are accorded the shares before the control-share acquisition only to the extent granted by resolution
approved by the shareholders of the Company (excluding shares held by the person acquiring the control shares or any officers
of the Company or any employees who are also directors of the Company).


 


Certain
acquisitions of shares are exempt from these rules, such as shares acquired pursuant to the laws of intestate succession or pursuant
to a gift or testamentary transfer, pursuant to a merger or share exchange effected in compliance with the FBCA if the Company
is a party to the agreement or pursuant to an acquisition of shares of the Company if the acquisition has been approved by the
board of directors of the Company before the acquisition.


 


A
Florida corporation may provide in articles or bylaws that the corporation is not subject to these provisions, but our articles
of incorporation and bylaws, each as amended, do not currently exempt the Company from these provisions. Absent such an exclusion,
these provisions of the FBCA generally apply to any Florida corporation which has:


 


	 	1.	One
    hundred or more shareholders;


 




    	 



    	 



    

 


	 	2.	Its
    principal place of business, its principal office, or substantial assets within Florida; and
	 	 	 
	 	3.	Either
    (i) more than 10% of its shareholders resident in Florida; (ii) more than 10% of its shares owned by residents of Florida;
    or (iii) one thousand shareholders resident in Florida.


 


Affiliated
Transactions Statute


 


The
affiliated transactions statute, Section 607.0901 of the FBCA, covers certain affiliated transactions, and provides that the Company
may not engage in certain mergers, consolidations or sales of stock, dispositions or certain other transactions with any “interested
shareholder” for a period of three years following the time that such shareholder became an interested shareholder, unless:


 


	 	●	Prior
    to the time that such shareholder became an interested shareholder, the board of directors of the Company approved either
    the affiliated transaction or the transaction which resulted in the shareholder becoming an interested shareholder; or
	 	 	 
	 	●	Upon
    consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder
    owned at least 85% of the voting shares of the Company outstanding at the time the transaction commenced; or
	 	 	 
	 	●	At
    or subsequent to the time that such shareholder became an interested shareholder, the affiliated transaction is approved by
    the board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the
    affirmative vote of at least two-thirds of the outstanding voting shares which are not owned by the interested shareholder.


 


“Interested
shareholders” are generally defined as any person who is the beneficial owner of more than 15% of the outstanding voting
shares of the Company.


 


Notwithstanding
the above, the voting requirements set forth above do not apply to a particular affiliated transaction if one or more conditions
are met, including, but not limited to, the following: if the affiliated transaction has been approved by a majority of the disinterested
directors of the Company; if the interested shareholder has been the beneficial owner of at least 80% of the Company’s outstanding
voting shares for at least three years preceding the announcement date; or if the consideration to be paid to the holders of each
class or series of voting shares in the affiliated transaction meets certain minimum conditions.


 


The
provisions of this section of the FBCA would not apply to the Company if the Company’s original articles of incorporation
contained a provision electing not to be governed by this section of the FBCA, or the Company had adopted an amendment to its
articles of incorporation in compliance with the FBCA expressly electing not to be governed by this section of the FBCA. The Company’s
articles of incorporation, as amended, do not currently contain such an election not to be governed by these provisions, and thus
these provisions do currently apply to the Company.


 


Both
the control share acquisition statute and the affiliates transactions statute may have the effect of discouraging or preventing
certain change of control or takeover transactions involving the Company.