Exhibit
10.4


 


FUBOTV,
INC.


2020
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT


 


NOTICE
OF STOCK OPTION GRANT


 


Unless
otherwise defined herein, the terms defined in the fuboTV Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same
defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of Grant”), the Terms
and Conditions of Stock Option Grant, and the exhibits attached thereto (all together, the “Option Agreement”).


 


NOTICE
OF STOCK OPTION GRANT


 


	 	Participant
  Name:	as
  listed on Carta
	 	 	 
	 	Address:	as
  listed on Carta




 


The
undersigned Participant has been granted an Option to purchase Common Stock of fuboTV Inc. (the “Company”), subject to the
terms and conditions of the Plan and this Option Agreement, as follows:


 


	 	Grant
    Number:	as
    listed on Carta
	 	 	 
	 	Date
    of Grant:	as
    listed on Carta
	 	 	 
	 	Vesting
    Commencement Date:	as
    listed on Carta
	 	 	 
	 	Exercise
    Price per Share:	$
    as listed on Carta
	 	 	 
	 	Total
    Number of Shares Granted:	as
    listed on Carta
	 	 	 
	 	Total
    Exercise Price:	as
    listed on Carta
	 	 	 
	 	Type
    of Option:	as
    listed on Carta
	 	 	 
	 	Term/Expiration
    Date:	as
    listed on Carta



 


Vesting
Schedule:


 


Subject
to accelerated vesting as set forth below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the
following schedule:


 


As
described on Carta


 


Termination
Period:


 


This
Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases
to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 15 of the Plan.


 






    	 



     


    

 


If
the Company uses an electronic capitalization table system (such as E*Trade, Shareworks or Carta) and the fields in this Notice of Grant
are blank or the information is otherwise provided in a different format electronically, the blank fields and other information will
be deemed to come from the electronic capitalization system and is considered part of this Notice of Grant.


 


By
accepting (whether in writing, electronically or otherwise, including an acceptance through an electronic capitalization table system
used by the Company) this Option, Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts this Option Agreement subject to all of the terms and provisions thereof. Participant
has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of this Option and the Option Agreement. Participant hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.


 


	PARTICIPANT	 	FUBOTV
    INC.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print
    Name	 	Print
    Name
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 




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EXHIBIT
A


 


TERMS
AND CONDITIONS OF STOCK OPTION GRANT


 


1.
Grant of Option. The Company hereby grants to the individual (the “Participant”) named in the Notice of Stock Option
Grant of this Option Agreement (the “Notice of Grant”) an option (the “Option”) to purchase the number of Shares
as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”),
subject to all of the terms and conditions in this Option Agreement and the Plan, which is incorporated herein by reference. Subject
to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan will prevail.


 


The
Option will be designated as either an Incentive Stock Option (“ISO”) or a Nonstatutory Stock Option (“NSO”).
If designated in the Notice of Grant as an ISO, this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”). However, if this Option is intended to be an ISO, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it will be treated as an NSO. Further, if for any reason this Option (or portion thereof) will not
qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted
under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors
have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.


 


2.
Vesting Schedule. Except as provided in Section 3, the Option awarded by this Option Agreement will vest in accordance with the
vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition
will not vest in Participant in accordance with any of the provisions of this Option Agreement, unless Participant will have been continuously
a Service Provider from the Date of Grant until the date such vesting occurs.


 


3.
Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion
of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered
as having vested as of the date specified by the Administrator.


 


4.
Exercise of Option.


 


(a)
Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this Option Agreement.


 


(b)
Method of Exercise. This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”) in the form
attached as Exhibit A or in a manner and pursuant to such procedures as the Administrator may determine, which will state the
election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise
Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together and of any Tax Obligations (as defined in Section 6(a)). This Option will be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.


 






    	 



     


    

 


5.
Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election
of Participant:


 


(a)
cash in U.S. dollars;


 


(b)
check designated in U.S. dollars;


 


(c)
consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d)
surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares and that are owned free and clear of any liens, claims, encumbrances, or security interests, provided that accepting such Shares,
in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company.


 


6.
Tax Obligations.


 


(a)
Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”)
or Parent or Subsidiary to which Participant is providing services (together, the Company, Employer and/or Parent or Subsidiary to which
the Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance
liability obligations and requirements in connection with the Option, including, without limitation, (i) all federal, state, and local
taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the
Company or the Service Recipient or other payment of tax-related items related to Participant’s participation in the Plan and legally
applicable to Participant, (ii) the Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s
(or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or
sale of Shares, and (iii) any other Company (or Service Recipient) taxes the responsibility for which the Participant has, or has agreed
to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”),
is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient.
Participant further acknowledges that the Company and/or the Service Recipient (A) make no representations or undertakings regarding
the treatment of any Tax Obligations in connection with any aspect of the Option, including, but not limited to, the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions,
and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate
Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations
in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable,
Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold
or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment
of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company
may refuse to issue or deliver the Shares.


 






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(b)
Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant
is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction.
Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the
amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures
as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation),
if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having
a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such
greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial
accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation
paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having
a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant
through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount
that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted
by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined
appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing
the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between
the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that
the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more
than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder
at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver the Shares if such amounts are not delivered at the time of exercise.


 


(c)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the
Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of
such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income
recognized by Participant.


 






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(d)
Code Section 409A. Under Code Section 409A, a stock right (such as the Option) that is granted with a per share exercise price
that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share
on the date of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a
“discount option” may result in (i) income recognition by the recipient of the stock right prior to the exercise of the stock
right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount
option” may also result in additional state income, penalty and interest tax to the recipient of the stock right. Participant acknowledges
that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds
the fair market value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the
Option was granted with a per Share exercise price that was less than the fair market value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination.


 


7.
Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or
privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing
such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation
and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.


 


8.
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT THE WILL OF THE
COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT)
TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION, UNLESS PROVIDED OTHERWISE
UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.


 






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9.
Nature of Grant. In accepting the Option, Participant acknowledges, understands and agrees that:


 


(a)
the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options,
or benefits in lieu of options, even if options have been granted in the past;


 


(b)
all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;


 


(c)
Participant is voluntarily participating in the Plan;


 


(d)
the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;


 


(e)
the Option and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes
of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards,
pension or retirement or welfare benefits or similar payments;


 


(f)
the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;


 


(g)
if the underlying Shares do not increase in value, the Option will have no value;


 


(h)
if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise
Price;


 


(i)
for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date Participant
is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and
whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where Participant is
a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided
in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator,
(i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by
any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of
“garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider
or Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time);
and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement
as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice
period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement,
if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services
for purposes of his or her Option grant (including whether Participant may still be considered to be providing services while on a leave
of absence and consistent with local law);


 






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(j)
unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement
do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and


 


(k)
the following provisions apply only if Participant is providing services outside the United States:


 


		(i)	the
                                            Option and the Shares subject to the Option are not part of normal or expected compensation
                                            or salary for any purpose;



 


		(ii)	Participant
                                            acknowledges and agrees that none of the Company, the Service Recipient, or any Parent or
                                            Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s
                                            local currency and the United States Dollar that may affect the value of the Option or of
                                            any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale
                                            of any Shares acquired upon exercise; and



 


		(iii)	no
                                            claim or entitlement to compensation or damages shall arise from forfeiture of the Option
                                            resulting from the termination of Participant’s engagement as a Service Provider (for
                                            any reason whatsoever, whether or not later found to be invalid or in breach of employment
                                            laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s
                                            employment or service agreement, if any), and in consideration of the grant of the Option
                                            to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute
                                            any claim against the Company, any Parent, any Subsidiary or the Service Recipient, waives
                                            his or her ability, if any, to bring any such claim, and releases the Company, any Parent
                                            or Subsidiary and the Service Recipient from any such claim; if, notwithstanding the foregoing,
                                            any such claim is allowed by a court of competent jurisdiction, then, by participating in
                                            the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim
                                            and agrees to execute any and all documents necessary to request dismissal or withdrawal
                                            of such claim.



 


10.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant
is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the
Plan before taking any action related to the Plan.


 


11.
Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of Participant’s personal data as described in this Option Agreement and any other Option grant materials by and
among, as applicable, the Employer or other Service Recipient, the Company and any Parent or Subsidiary for the exclusive purpose of
implementing, administering and managing Participant’s participation in the Plan. 


 






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Participant
understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to,
Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded,
canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of
implementing, administering and managing the Plan. 


 


Participant
understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients
of the Data may be located in the United States or elsewhere, and that the recipient’s country of operation (e.g., the United States)
may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides
outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting
his or her local human resources representative. Participant authorizes the Company and any other possible recipients which may assist
the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing Participant’s
participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage
Participant’s participation in the Plan. Participant understands that if he or she resides outside the United States, he or she
may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments
to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources
representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant
does not consent, or if Participant later seeks to revoke his or her consent, his or her engagement as a Service Provider and career
with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent
is that the Company would not be able to grant Participant Options or other equity awards or administer or maintain such awards. Therefore,
Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the
Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands
that he or she may contact his or her local human resources representative.


 


12.
Address for Notices. Any notice to be given to the Company under the terms of this Option Agreement will be addressed to the Company
at fuboTV Inc., 1115 Broadway, 12th Floor, New York, NY 10010, or at such other address as the Company may hereafter designate in writing.


 






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13.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent
or distribution and may be exercised during the lifetime of Participant only by Participant.


 


14.
Successors and Assigns. The Company may assign any of its rights under this Option Agreement to single or multiple assignees,
and this Option Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Option Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors
and assigns. The rights and obligations of Participant under this Option Agreement may only be assigned with the prior written consent
of the Company.


 


15.
Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration,
qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code
and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental
regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental
regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares, to Participant (or his or her
estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, rule compliance,
clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject
to the terms of the Option Agreement and the Plan, the Company shall not be required to issue any certificate or certificates for Shares
hereunder prior to the lapse of such reasonable period of time following the date of exercise of the Option as the Administrator may
establish from time to time for reasons of administrative convenience.


 


16.
Language. If Participant has received this Option Agreement or any other document related to the Plan translated into a language
other than English and if the meaning of the translated version is different than the English version, the English version will control.


 


17.
Interpretation. The Administrator will have the power to interpret the Plan and this Option Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken
and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company
and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this Option Agreement.


 


18.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Option
awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent
to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees
to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated
by the Company.


 






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19.
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Option Agreement.


 


20.
Agreement Severable. In the event that any provision in this Option Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Option Agreement.


 


21.
Amendment, Suspension or Termination of the Plan. By accepting this Option, Participant expressly warrants that he or she has
received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the
Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


22.
Governing Law and Venue. This Option Agreement will be governed by the laws of New York, without giving effect to the conflict
of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Option Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of New York, and agree that such litigation will be conducted in the courts
of New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this Option
is made and/or to be performed.


 


23.
Country Addendum. Notwithstanding any provisions in this Option Agreement, this Option shall be subject to any special terms and
conditions set forth in the appendix (if any) to this Option Agreement for Participant’s country (the “Country Addendum”).
Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions
for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is
necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of this Option Agreement.


 


24.
Modifications to the Agreement. This Option Agreement constitutes the entire understanding of the parties on the subjects covered.
Participant expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Option Agreement or the Plan can be made only in an express written
contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Option Agreement,
the Company reserves the right to revise this Option Agreement as it deems necessary or advisable, in its sole discretion and without
the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A of the Code in connection with the Option.


 


25.
No Waiver. Either party’s failure to enforce any provision or provisions of this Option Agreement shall not in any way be
construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision
of this Option Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s
right to assert all other legal remedies available to it under the circumstances.


 


26.
Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Option Agreement. With respect to such matters, Participant relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands
that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this
investment or the transactions contemplated by this Option Agreement.


 


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ADDENDUM
TO

TERMS AND CONDITIONS OF STOCK OPTION GRANT


 


Special
Country Provisions for OPTIONs for Participants


 


This
Addendum includes special terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition
to those set forth in the Terms and Conditions of Stock Option Grant (the “Award Agreement”) and the Plan, and to the extent
there are any inconsistencies between these terms and conditions and those set forth in the Award Agreement, these terms and conditions
shall prevail. Any capitalized term used in this Addendum without definition shall have the meaning ascribed to such term in the Plan
or the Award Agreement, as applicable.


 


General
Provisions


 


1.
Data Privacy. Participant acknowledges and agrees to the data privacy provisions set forth in Section 14 of the Award Agreement.


 


2.
Notifications. This Addendum also includes information relating to exchange control and other issues of which Participant should
be aware with respect to his or her participation in the Plan. The information is based on the exchange control, securities and other
laws in effect in the respective countries as of September 2021. Such laws are often complex and change frequently. As a result, the
Company strongly recommends that Participant not rely on the information herein as the only source of information relating to the consequences
of participation in the Plan because the information may be out of date at the time the Options vest or are exercised or Shares acquired
under the Plan are sold. In addition, the information is general in nature and may not apply to the particular situation of Participant,
and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate
professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, Participant understands
that if Participant is a citizen or resident of a country other than the one in which he or she is currently residing or working, the
information contained herein may not be applicable to Participant.


 


3.
English Language. By participating in the Plan, Participant acknowledges that Participant is proficient in the English language,
or has consulted with an advisor who is sufficiently proficient in English, so as to allow him or her to understand the terms and conditions
of the Plan and the Award Agreement applicable to Participant’s country of residence. If Participant has received the Award Agreement
and the Plan applicably to his or her country of residence or any other document related to the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control.1


 


 






1
Language: There is a reasonable position under French Supreme Court decisions (Employment Chamber) that Option plans (or
similar) issued by a non-French company can be drafted in English and are enforceable against a French employee, if it can be established
that the French employee (i) has received a copy of the relevant plan documents and (ii) has a sufficient knowledge of English to understand
the provisions of these documents. However, establishing a French translation would nonetheless be prudent. As an alternative, it could
be considered to ask the French employee to date and sign the following statement, for example as a cover letter or side document:


 



“I
have received a copy of the attached [identify plan documents] and read and understood the provisions, terms and conditions contained
therein. I have sufficient knowledge of English to understand their meaning and consequences.


 


Je
déclare avoir reçu un exemplaire des documents [identify plan documents] joints, lu et compris leurs dispositions,
termes et conditions. Je maîtrise suffisamment la langue anglaise pour en comprendre le contenu et les conséquences.”


 


    	Addendum - 1



     


    

 


4.
Currency. Participant understands that, any amounts related to the Option will be denominated in U.S. dollars and will be converted
to any local currency using a prevailing exchange rate in effect at the time such conversion is performed, as determined by the Company.
Participant understands and agrees that neither the Company nor any affiliate shall be liable for any foreign exchange rate fluctuation
between Participant’s local currency and the U.S. dollar that may affect the value of the Option, or of any amounts due to Participant
or as a result of the subsequent sale of any Shares acquired under the Option.


 


5.
Foreign Asset/Account Reporting; Exchange Controls. Participant’s country of residence may have certain foreign asset and/or
account reporting or exchange control requirements which may affect his or her ability to acquire or hold Shares under the Award Agreement
or cash received (including proceeds arising from the sale of Shares) in a brokerage or bank account outside Participant’s country.
Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Participant
may also be required to repatriate sale proceeds or other funds received as a result of his/her participation in the Plan to his or her
country through a designated broker or bank and/or within a certain time after receipt. Participant is responsible for ensuring compliance
with such regulations and should consult with his or her personal legal advisor for any details.


 


6.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan or the Award Agreement or any receipt of the Option or sale of Shares acquired
upon exercise of the Option. Participant should consult his or her own personal tax, legal and financial advisors regarding his or her
participation in the Plan and the Award Agreement before taking any action related to the Option or the Shares.


 


7.
Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant, on the Option and/or
any Shares issuable upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative
reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.






 


8.
No Representations With Respect to Tax Qualification. Although the Company may endeavor to (a) qualify the Option for favorable
tax treatment under the laws of the United States or jurisdictions outside of the United States or (b) avoid adverse tax treatment (e.g.,
under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable
or avoid unfavorable tax treatment, anything to the contrary in this Plan. The Company shall be unconstrained in its corporate activities
without regard to the potential negative tax impact on Participants under the Plan.




 



    	Addendum - 2



     


    

 


9.
Securities Law Notice. Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange
or under the control of any local securities regulator outside the United States. The Award Agreement (of which this Addendum is a part),
the Plan, and any other communications or materials that Participant may receive regarding participation in the Plan do not constitute
advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents
is not intended for public offering or circulation in Participant’s jurisdiction.


 


10.
No EU Prospectus. This document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 (“European
Prospectus Regulation”). In participating in the Plan, Participant acknowledges that no prospectus will be published for the purpose
of the offering, issuance and sale of the underlying Shares and any offering of the Shares is conducted by the Company in reliance on
an exemption from the obligation to publish a prospectus set forth in Article 1 of the Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading
on a regulated market, and repealing Directive 2003/71/EC.


 


France


 


1.
Award Subject to French Option Sub-Plan.


 


(a)
The provisions of this French Addendum provide additional clarifications for the purpose of granting Options which are intended
to qualify for specific French personal income tax and social security treatment in France applicable to shares granted for no consideration
under Articles L. 225-177 to L. 225-186 and L. 22-10-56 et seq. of the French Commercial Code (Code de Commerce), for qualifying
employees and corporate officers (mandataires sociaux) who are residents in France for French tax purposes and/or subject to the
French social security regime (“French Award Participants”).


 


(b)
Appendix A to the Plan (“Appendix for the Grant of French Stock Options”) (referred to herein as the “French
Option Sub-Plan”) provides additional terms and conditions applicable to Options granted to French Award Participants.


 


(c)
Options granted to French Award Participants are subject to the terms and conditions of the French Option Sub-Plan, the terms of which
are incorporated herein by reference. To the extent any of the terms and conditions of this Award Agreement are inconsistent with the
French Option Sub-Plan, the terms of the French Option Sub-Plan shall prevail.


 


2.
Non-transferability. The Option granted to a French Award Participant shall not be transferable otherwise than pursuant to the
laws of descent and distribution.


 




    	Addendum - 3



     


    

 


EXHIBIT
B


 


FUBOTV
INC.


 


2020
EQUITY INCENTIVE PLAN


 


EXERCISE
NOTICE


 


fuboTV
Inc.


1115
Broadway, 12th Floor


New
York, NY 10010


 


Attention:
Stock Administration


 


1.
Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to
purchase ______________ shares (the “Shares”) of the Common Stock of fuboTV Inc. (the “Company”) under and pursuant
to the 2020 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, dated ________ and including the Notice of
Grant, the Terms and Conditions of Stock Option Grant, and exhibits attached thereto (the “Option Agreement”). The purchase
price for the Shares will be $_____________, as required by the Option Agreement.


 


2.
Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any Tax Obligations
(as defined in Section 6(a) of the Option Agreement) to be paid in connection with the exercise of the Option.


 


3.
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.
Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with
respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser
as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance, except as provided in Section 15 of the Plan.


 


5.
Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase
or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 






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6.
Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the
Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may
not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This Option
Agreement is governed by the internal substantive laws, but not the choice of law rules, of New York.


 


	Submitted
    by:	 	Accepted
    by:
	 	 	 
	PURCHASER	 	FUBOTV
    INC.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	Print
    Name	 	Print
    Name
	Address:	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date
    Received



 






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