Exhibit
10.23


 


FUBOTV
INC.


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (this “Agreement”) is made and entered into as of November 25, 2020 (the “Effective
Date”) by and between fuboTV Inc., a Florida corporation (the “Company”), and Ignacio
Figueras (“Consultant”) (each herein referred to individually as a “Party,”
or collectively as the “Parties”).


 


The
Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant
is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the
Parties agree as follows:


 


1.
Services and Compensation




 


Consultant
shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee),
and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of
the Services.


 


2.
Confidentiality


 


A.
Definition of Confidential Information. “Confidential Information” means any information
(including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or
products, research or development of the Company, its affiliates or subsidiaries, or to the Company’s, its affiliates’
or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or
other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets
therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Consultant called or with
whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, discoveries, ideas,
processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and
other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing,
orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries.
Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish
(i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known
or made generally available after disclosure to Consultant through no wrongful action or inaction of Consultant; or (iii) is in
the rightful possession of Consultant, without confidentiality obligations, at the time of disclosure as shown by Consultant’s
then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to
be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless
the combination as a whole is within such exception.


 


B.
Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence,
and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant
will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services
on behalf of the Company, or (ii) subject to Consultant’s right to engage in Protected Activity (as defined below), disclose
the Confidential Information to any third party without the prior written consent of an authorized representative of the Company,
except that Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however,
prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar
confidential protection as may be available under applicable law. Consultant agrees that no ownership of Confidential Information
is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual
property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise
enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under
this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue
after the termination of this Agreement.


 




    	 



    	 



    

 


C.
Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce
the Company to use any proprietary information or trade secrets of any former or current employer of Consultant or other person
or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring
onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary
information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to
in writing by such third party.


 


D.
Third Party Confidential Information. Consultant recognizes that the Company has received and in the future will
receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain
the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during
the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential
or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or
other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement
with such third party.


 


3.
Ownership


 


A.
Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any copyrightable material,
notes, records, drawings, designs, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered,
authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, during the term of
this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents,
trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”),
are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions
and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest
in and to the Inventions.


 


B.
Pre-Existing Materials. Subject to Section 3.A, Consultant will provide the Company with prior written notice if,
in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services
any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary
information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from,
performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby
granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize
sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works
of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part
of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention,
discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information
or intellectual property right owned by any third party into any Invention without Company’s prior written permission, including
without limitation any free software or open source software.


 




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C.
Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity,
modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).
To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any
and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under
applicable law.


 


D.
Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written
records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period
of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any
other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole
property of the Company at all times and upon Company’s request, Consultant shall deliver (or cause to be delivered) the
same.


 


E.
Further Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company
of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce
such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive
right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.
Consultant further agrees that Consultant’s obligations under this Section 3.E shall continue after the termination of this
Agreement.


 


F.
Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant’s unavailability,
dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature with respect to any
Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or
foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.A, then Consultant
hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent
and attorney-in-fact, to act for and on Consultant’s behalf to execute and file any papers and oaths and to do all other
lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask
work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled
with an interest, and shall be irrevocable.


 


4.
Conflicting Obligations


 


A.
Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity
that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or
Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term
of this Agreement.


 




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B.
Consultant shall require all Consultant’s employees, contractors, or other third-parties performing Services under this
Agreement to execute a nondisclosure and intellectual property assignment agreement in the form provided by the Company, and promptly
provide a copy of each such executed agreement to the Company. Consultant’s violation of this Section 4 will be considered
a material breach under Section 6.B.


 


5.
Return of Company Materials


 


Upon
the termination of this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company,
and will not keep in Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including,
but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the
Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section
3.D and any reproductions of any of the foregoing items that Consultant may have in Consultant’s possession or control.
Notwithstanding the foregoing, to the extent that Consultant remains a director of the Company following the termination of this
Agreement, Consultant may retain such Company property as is needed to perform his role as a director of the Company for the period
in which he continues to serve as a director of the Company.


 


6.
Term and Termination


 


A.
Term. The term of this Agreement will begin on the Effective Date of this Agreement and will continue until the
eighteenth month of the anniversary of the Effective Date.


 


B.
Termination. The Company may terminate this Agreement upon giving Consultant fourteen (14) days prior written notice
of such termination pursuant to Section 12.G of this Agreement. The Company may terminate this Agreement immediately and without
prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.


 


C.
Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease
except:


 


(1)
The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services
completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance
with the Company’s policies; and


 


(2)
Section 2 (Confidentiality), Section 3 (Ownership), Section 4.B (Conflicting Obligations), Section 5 (Return of Company Materials),
Section 6 (Term and Termination), Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Non-solicitation),
Section 10 (Limitation of Liability), Section 11 (Arbitration and Equitable Relief), and Section 12 (Miscellaneous) will survive
termination or expiration of this Agreement in accordance with their terms.


 




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7.
Independent Contractor; Benefits


 


A.
Independent Contractor. It is the express intention of the Company and Consultant that Consultant perform the Services
as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant
as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, as a result of this
Agreement, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has
any such authority. Consultant agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish
this Agreement and shall incur all expenses associated with performance. Consultant acknowledges and agrees that Consultant is
obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges
the obligation to pay all self-employment and other taxes on such income.


 


B.
Benefits. The Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company
where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Consultant
is reclassified by a state or federal agency or court as the Company’s employee, Consultant will become a reclassified employee
and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s
benefit plans or programs of the Company in effect at the time of such reclassification, Consultant would otherwise be eligible
for such benefits.


 


8.
Indemnification


 


Consultant
agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against
all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising
directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s
assistants, employees, contractors or agents, (ii) a determination by a court or agency that the Consultant is not an independent
contractor, (iii) any breach by the Consultant or Consultant’s assistants, employees, contractors or agents of any of the
covenants contained in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iv) any
failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation
or claimed violation of a third party’s rights resulting in whole, or in part, from the Company’s use of the Inventions
or other deliverables of Consultant under this Agreement.


 


9.
Non-solicitation


 


From
the date of this Agreement until 12 months after the termination of this Agreement (the “Restricted Period”),
Consultant will not, without the Company’s prior written consent, directly or indirectly, solicit or encourage any employee
or contractor of the Company or its affiliates to terminate employment with, or cease providing services to, the Company or its
affiliates. During the Restricted Period, Consultant will not, whether for Consultant’s own account or for the account of
any other person, firm, corporation or other business organization, intentionally interfere with any person who is or during the
period of Consultant’s engagement by the Company was a partner, supplier, customer or client of the Company or its affiliates.
Consultant agrees that nothing in this Section 9 shall affect Consultant’s continuing obligations under this Agreement during
and after this twelve (12) month period, including, without limitation, Consultant’s obligations under Section 2.


 




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10.
Limitation of Liability


 


IN
NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR
THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.


 


11.
Arbitration and Equitable Relief


 


A.
Arbitration.
IN CONSIDERATION OF CONSULTANT’S CONSULTING RELATIONSHIP WITH THETHE
COMPANY, ITS PROMISE TO ARBITRATE ALL DISPUTES RELATED TO CONSULTANT’S CONSULTING RELATIONSHIP WITH THE COMPANY AND CONSULTANT’S
RECEIPT OF THE COMPENSATION AND OTHER BENEFITSAND OTHER BENEFITS PAID TO CONSULTANT BY COMPANY, AT PRESENT AND IN THE FUTURE,
CONSULTANT AGREES THAT, EXCEPT FOR ANY CONTROVERSIES, CLAIMS, OR DISPUTES ALLEGING OR ASSERTING CLAIMS OF DISCRIMINATION (“DISCRIMINATION
CLAIMS”), ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE),) ARISING OUT OF, RELATING TO, OR RESULTING
FROM CONSULTANT’S CONSULTING OR OTHEROR OTHER RELATIONSHIP WITH THE COMPANY OR THE TERMINATION OF CONSULTANT’S CONSULTING
OR OTHEROR OTHER RELATIONSHIP WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDINGSHALL BE SUBJECT
TO BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT (THE “FAA”) AND THAT THE FAA SHALL GOVERN AND APPLY TO THIS
ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT. CONSULTANT FURTHER AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSULTANT
MAY BRING ANY ARBITRATION PROCEEDING ONLY IN CONSULTANT’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR
CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT OR PROCEEDING. EXCEPT FOR DISCRIMINATION CLAIMS,
CONSULTANT AGREES TO ARBITRATE ANY AND ALL COMMON LAW AND/OR STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT
NOT LIMITED TO, CLAIMS UNDER THE NEW YORK LABOR CODE, CLAIMS RELATING TO EMPLOYMENT OR INDEPENDENT CONTRACTOR STATUS, CLASSIFICATION,
AND RELATIONSHIP WITH THE COMPANY, AND CLAIMS OF BREACH OF CONTRACT, EXCEPT AS PROHIBITED BY LAW. CONSULTANT ALSO AGREES TO ARBITRATE
ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT TO ARBITRATE, BUT NOT TO
DISPUTES ABOUT THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THIS AGREEMENT TO ARBITRATE OR ANY PORTION HEREOF OR THE CLASS,
COLLECTIVE AND REPRESENTATIVE PROCEEDING WAIVER HEREIN. WITH RESPECT TO ALL SUCH CLAIMS AND DISPUTES THAT CONSULTANT AGREES TO
ARBITRATE, CONSULTANT HEREBY EXPRESSLY AGREES TO WAIVE, AND DOES WAIVE, ANY RIGHT TO A TRIAL BY JURY. Consultant further understands
that this Agreement to arbitrate also applies to any disputes that the Company may have with Consultant. 


 




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B.
Procedure.
CONSULTANT AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION
& MEDIATION SERVICES, INC. (“JAMS”) PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS
RULES”), WHICH ARE AVAILABLE AT http://www.jamsadr.com/rules-employment-arbitration/.HTTP://WWW.JAMSADR.COM/RULES-EMPLOYMENT-ARBITRATION/.
CONSULTANT AGREES THAT THE USE OF THE JAMS RULES DOES NOT CHANGE CONSULTANT’S CLASSIFICATION TO THAT OF AN EMPLOYEE. TO
THE CONTRARY, CONSULTANT REAFFIRMS THAT HE/SHE IS AN INDEPENDENT CONTRACTOR. THE ARBITRATION SHALL BE BEFORE A SINGLE ARBITRATOR
WHO SHALL BE A FORMER FEDERAL OR STATE COURT JUDGE. THE ARBITRATION SHALL APPLY THE FEDERAL RULES OF CIVIL PROCEDURE, EXCEPT
TO THE EXTENT SUCH RULES CONFLICT WITH THE JAMS RULES. CONSULTANT UNDERSTANDS THAT THE PARTIES TO THE ARBITRATION SHALL EACH PAY
AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION (“ARBITRATION COSTS”), EXCEPT AS PROHIBITED BY LAW, AND
UNDERSTANDS THAT EACH PARTY SHALL SEPARATELY PAY ITS RESPECTIVE ATTORNEYS’ FEES AND COSTS. IN THE EVENT THAT JAMS FAILS,
REFUSES, OR OTHERWISE DOES NOT ENFORCE THE AFOREMENTIONED ARBITRATION COSTS SHARING PROVISION, EITHER PARTY MAY COMMENCE AN ACTION
TO RECOVER SUCH AMOUNTS AGAINST THE NON-PAYING PARTY IN COURT AND THE NON-PAYING PARTY SHALL REIMBURSE THE MOVING PARTY FOR THE
ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION WITH SUCH ACTION. CONSULTANT AGREES THAT THE ARBITRATOR SHALL CONSIDER
AND SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT
AND/OR ADJUDICATION, AND MOTIONS TO DISMISS, PRIOR TO ANY ARBITRATION HEARING. CONSULTANT AGREES THAT THE ARBITRATOR SHALL ISSUE
A WRITTEN DECISION ON THE MERITS. CONSULTANT ALSO AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE
UNDER APPLICABLE LAW. CONSULTANT AGREES THAT THE DECREE OR AWARD RENDERED BY THE
ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. CONSULTANT AGREES THAT THE
ARBITRATOR SHALL APPLY SUBSTANTIVE FLORIDANEW YORK LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW.
TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH SUBSTANTIVE FLORIDANEW YORK LAW, FLORIDANEW YORK LAW SHALL TAKE PRECEDENCE. CONSULTANT
AGREES THAT ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN [PALM BEACHNEW YORK COUNTY], FLORIDA., NEW YORK.


 


C.
Remedy.
EXCEPT AS PROHIBITED BY LAW OR PROVIDED BY THIS AGREEMENT, arbitration shall
be the sole, exclusive and final remedy for any dispute between Consultant and the Company. Accordingly, EXCEPT AS PROVIDED BY
LAW OR THIS AGREEMENT, neither Consultant nor the Company will be permitted to pursue court action regarding claims that are subject
to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company
policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law which the Company
has not adopted.


 




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D.
Availability of Injunctive Relief.
Either party may also petition the court for injunctive relief where either
party alleges or claims a violation of any agreement regarding trade secrets, or confidential information, or a breach of any
restrictive covenant. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable
costs and attorneys’ fees.


 


E.
Administrative Relief.
CONSULTANT UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT CONSULTANT
FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE NEW YORK STATE DIVISION OF
HUMAN RIGHTS, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION
BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE CONSULTANT FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED
BY LAW.


 


F.
Voluntary Nature of Agreement.
Consultant acknowledges and agrees that CONSULTANT is executing this Agreement
voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees
that CONSULTANT has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand
the terms, consequences and binding effect of this Agreement and fully understand it, including that Consultant is waiving
CONSULTANT’S right to a jury trial. Finally, Consultant agrees that CONSULTANT has been provided an opportunity
to seek the advice of an attorney of Consultant’s choice before signing this Agreement.


 


12.
Miscellaneous


 


A.
Governing Law; Consent to Personal Jurisdiction. With the exception of the arbitration requirements set forth herein,
this Agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions of any
jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal
and exclusive jurisdiction and venue of the state and federal courts located in New York.


 


B.
Assignability. This Agreement will be binding upon Consultant’s heirs, executors, assigns, administrators,
and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended
third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement,
Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary
herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially
all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock,
change of control or otherwise.


 


C.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect
to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the
Parties. Consultant represents and warrants that Consultant is not relying on any statement or representation not contained in
this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement,
the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.


 




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D.
Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this
Agreement.


 


E.
Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision
of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible
so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.


 


F.
Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of
this Agreement will not operate as a waiver of any other or subsequent breach.


 


G.
Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall
be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent
by email (so long as such email is not returned as undelivered), or (iii) if mailed by U.S. registered or certified mail (return
receipt requested), to the Party at the Party’s address written below or at such other address as the Party may have previously
specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with
this Section 12.G. If by email, delivery shall be deemed effective as of the date it is sent.


 


(1)
If to the Company, to:


 


1330
Avenue of the Americas


New
York, NY 10019


Attention:
General Counsel


 


(2)
If to Consultant, to the address for notice on the signature page to this Agreement or, if no such address is provided, to the
last address of Consultant provided by Consultant to the Company.


 


H.
Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement
to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’
fees, in addition to any other relief to which that Party may be entitled.


 


I.
Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the
same force and effectiveness as though executed in a single document.


 


J.
Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit
or prohibit Consultant from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity”
shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation
or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities
and Exchange Commission (“Government Agencies”). Consultant understands that in connection with such
Protected Activity, Consultant is permitted to disclose documents or other information as permitted by law, and without giving
notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Consultant agrees to take all reasonable
precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information
to any parties other than the Government Agencies. Consultant further understands that “Protected Activity”
does not include the disclosure of any Company attorney-client privileged communications.


 


(signature
page follows)


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.


 


	CONSULTANT	FUBOTV
    INC.
	 	 	 	 
	By:	/s/
    Ignacio Figueras	By:	/s/
    Gina Sheldon 
	Name:
    	Ignacio
    Figueras 	Name:	Gina
    Sheldon 
	Title:	Polo
    player	Title:	General
    Counsel 


 


Address
for Notice:


 


***


 


Email
address:


 


***


 




    	 



    	 



    

 


EXHIBIT
A


 


SERVICES
AND COMPENSATION


 


1.
Contact. Consultant’s principal Company contact:


 


David
Gandler, CEO


 


1330
Avenue of the Americas


 


New
York, NY 10019


 


Email:
***


 


2.
Services. The Services will include:


 


Advisory
services and other services related thereto in connection with the Company’s evaluation of and potential expansion into
Central and South America and other international markets and other services as mutually agreed to by the parties, including without
limitation:


 


	 	-
    	Identification
    of and introduction to professional sports leagues
	 	 	 
	 	-
    	Research
    and market analysis
	 	 	 
	 	-
    	Vendor
    identification and introductions, including payment processing, advisors, and others
	 	 	 
	 	-
    	Introduction
    to retail distributors
	 	 	 
	 	-
    	Introduction
    to local content providers


 


3.
Compensation. 


 


A.
Subject to the approval of the Company’s Board of Directors, the Company will grant Consultant an award of restricted stock
units covering 85,000 shares of the Company’s Common Stock (the “RSU Award”). The RSU Award will vest
in three (3) equal installments on each of six month anniversary of the grant, subject to Consultant continuing to provide Services
to the Company pursuant to this Agreement, and no portion of the RSU Award shall vest before such date and no rights to any vesting
shall be earned or accrued prior to such date. The RSU Award will be subject to the terms and conditions of the Company’s
2020 Equity Incentive Plan and a restricted stock unit award agreement between Consultant and the Company, including vesting requirements.


 




    	 



    	 



    

 


B.
All payments and benefits provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (together, “Section
409A”), so that none of the payments and benefits to be provided hereunder will
be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted
to be exempt or so comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment
for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse Consultant for any
taxes that may be imposed on Consultant as a result of Section 409A.


 


This
Exhibit A is accepted and agreed upon as of the Effective Date.


 


	CONSULTANT	FUBOTV
    INC.
	 	 	 	 
	By:	/s/
    Ignacio Figueras	By:
    	/s/
    Gina Sheldon 
	Name:
    	Ignacio
    Figueras 	Name:
    	Gina
    Sheldon
	Title:	Polo
    player 	Title:	General
    Counsel


 




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