fubotv-formofoptionagree






    US-DOCS\132891380.1  FUBOTV INC.  2022 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN  STOCK OPTION AGREEMENT  NOTICE OF STOCK OPTION GRANT  Unless otherwise defined herein, the terms defined in the fuboTV Inc. 2022 Employment  Inducement 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  





 






 - 2 -  US-DOCS\132891380.1  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:              





 






    US-DOCS\132891380.1  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 a Nonstatutory Stock Option (“NSO”).  The Option is intended to  constitute an “employment inducement” award under New York Stock Exchange (“NYSE”) Rule  303A.08, and consequently is intended to be exempt from the NYSE rules regarding shareholder  approval of stock option plans or other equity compensation arrangements. This agreement and the  terms and conditions of the Option shall be interpreted in accordance with and consistent with such  exception.  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  





 






 - 2 -  US-DOCS\132891380.1  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  





 






 - 3 -  US-DOCS\132891380.1  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.  (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) 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  





 






 - 4 -  US-DOCS\132891380.1  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.  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,  





 






 - 5 -  US-DOCS\132891380.1  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);   (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  





 






 - 6 -  US-DOCS\132891380.1  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.    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  





 






 - 7 -  US-DOCS\132891380.1  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., 1290 Avenue of the Americas,  9th Floor, New York, NY 10104, or at such other address as the Company may hereafter designate in  writing.  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  





 






 - 8 -  US-DOCS\132891380.1  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.  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.  





 






 - 9 -  US-DOCS\132891380.1  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.    [remainder of page intentionally left blank] 





 






  Addendum - 1    US-DOCS\132891380.1  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.  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  





 






 Addendum - 2  US-DOCS\132891380.1  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.   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  





 






 Addendum - 3  US-DOCS\132891380.1  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.  





 






  B - 1    US-DOCS\132891380.1  EXHIBIT B  FUBOTV INC.  2022 EMPLOYMENT INDUCEMENT 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 2022 Employment  Inducement 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.  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  





 






 B - 2  US-DOCS\132891380.1  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