fuboTV (FUBO) Risk Analysis

We cannot predict whether our dual share class capital structure, combined with Hulu's concentrated control, will result in a lower trading price or greater fluctuations in the trading price of our Class A Common Stock as compared to our common stock prior to the closing of the Business Combination. In addition, some stock indices have in the past excluded companies with multiple share classes from their membership and may decide to do so again in the future.

We are a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company". As a controlled company, we are permitted to elect, and have so elected, not to comply with certain corporate governance requirements of NYSE, including the requirements that a majority of our Board consists of "independent directors," as defined under the rules of NYSE, that our Board has a governance and nominating committee composed entirely of independent directors and that our Board has a compensation committee composed entirely of independent directors. For so long as we remain a "controlled company", we may, at any time and from time to time, utilize any or all of the applicable governance exemptions available under the NYSE rules to controlled companies. Accordingly, holders of our Class A Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the rules and corporate governance standards of NYSE, and the ability of our independent directors to influence our business policies and affairs may be reduced. We expect to remain a controlled company until Hulu and its affiliates (including Disney) no longer control more than 50% of our voting power. Additionally, we will have 12 months from the date we cease to be a "controlled company" to have a majority of independent directors on our Board, a fully independent governance and nominating committee and a fully independent compensation committee.

Our Certificate of Incorporation provides that, to the fullest extent permitted by law, we renounce any interest or expectancy in a transaction or matter that may be a corporate opportunity for us, and Hulu, its affiliates and its non-independent director designees have no duty to present such corporate opportunity to us, and, except as otherwise agreed in writing, we may engage in competing businesses, do business with our clients, customers or vendors or employ or otherwise engage our personnel. To the extent that Hulu, its affiliates and its non-independent director designees invest in other businesses, they may have differing interests than our other stockholders. In addition, if Disney and Hulu in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

Because of their current or former positions with Disney, certain of our directors may hold shares of Disney capital stock or outstanding Disney equity awards (including unvested awards). Continuing ownership of shares of Disney capital stock and equity awards could create, or appear to create, potential conflicts of interest if we and Disney face decisions that could have implications for both companies. In addition, certain of our directors are current employees of Disney, and this could create, or appear to create, potential conflicts of interest when we and Disney encounter opportunities or face decisions that could have implications for both companies or in connection with the allocation of such directors' time between Disney and us. Provisions relating to certain relationships and transactions in our Certificate of Incorporation address certain potential conflicts of interest between us, on the one hand, and Hulu, its affiliates, and their respective employees who are our directors, on the other hand. For example, in addition to any other required approval by our stockholders or our board of directors, the approval of the audit committee of the board of directors is required for the following matters: (i) any transaction between (a) Fubo, Newco or any of their respective subsidiaries (each, a "Fubo Group Entity"), on the one hand, and (b) Hulu or any of its affiliates (other than any Fubo Group Entity) (each, a "Hulu Group Entity") or any director, officer, employee or "associate" (as defined in Rule 12b-2 promulgated under the Exchange Act) of any Hulu Group Entity, on the other hand, and (ii) the entry by any Fubo Group Entity into any carriage agreement with any programmer (other than any Hulu Group Entity, which transaction shall be governed by clause (i)). Although these provisions are designed to resolve certain conflicts of interest between us and Hulu fairly, there can be no assurance that any conflicts of interest will be so resolved.

Our Certificate of Incorporation and Bylaws, and Delaware law, contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Among others, our Certificate of Incorporation and Bylaws include the following provisions: - limitations on convening special stockholder meetings following the Majority Sunset Date (as defined in the Certificate of Incorporation), which could make it difficult for our stockholders to adopt desired governance changes after such date;- advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;- a prohibition on stockholder action by written consent following the Majority Sunset Date, which means that our stockholders will only be able to take action at a meeting of stockholders after such date;- a forum selection clause, which means certain litigation can only be brought in Delaware;- no authorization of cumulative voting, which limits the ability of minority stockholders to elect director candidates;- the authorization of undesignated or "blank check" preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders and which may be used to create a "poison pill";- newly created directorships will be filled as provided in the Certificate of Incorporation; and - the approval of Hulu is required to remove any director designated by Hulu in accordance with the Certificate of Incorporation. These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, In addition, Section 203 of the DGCL ("Section 203") may affect the ability of an "interested stockholder" of a Delaware corporation to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an "interested stockholder." An "interested stockholder" is defined to include persons (i) owning directly or indirectly 15% or more of the outstanding voting stock of a corporation or (ii) who are affiliates or associates of the corporation and who were the owner of 15% or more of the outstanding voting stock of such corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, subject to certain exceptions. We did not elect to be subject to Section 203 in our Certificate of Incorporation. Therefore, Disney, Hulu and their respective affiliates and direct and indirect transferees are not deemed to be "interested stockholders," regardless of the percentage of the Class A Common Stock and Class B Common Stock owned by them, and accordingly are not subject to such restrictions.

Our Certificate of Incorporation provides, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for any (i) derivative action, suit or proceeding brought on our behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or employees to us or our stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine of the State of Delaware. In addition, our Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause or causes of action under the Securities Act, including all causes of action asserted against any defendant to such complaint. The choice of forum provision may increase costs to bring a claim, discourage claims or limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us or our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

If our existing stockholders sell substantial amounts of our Class A Common Stock in the public market, the market price of our Class A Common Stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock could also depress our market price. The market price of shares of our Class A Common Stock may drop significantly if our existing holders sell substantial amounts of our Class A Common Stock in the public market. A decline in the price of shares of our Class A Common Stock might impede our ability to raise capital through the issuance of additional shares of our Class A Common Stock or other equity securities. For 24 months following the completion of the Business Combination, Hulu and its affiliates will be prohibited from transferring shares of Class B Common Stock (or, as thereafter exchanged, Class A Common Stock) other than to its affiliates, subject to certain exceptions. Following such 24-month lock-up period, Hulu and its affiliates will be permitted to transfer shares of Class B Common Stock (or, as thereafter exchanged, Class A Common Stock). Any such transfer could significantly increase the number of shares of Class A Common Stock available in the market, which could cause a decrease in the price of Class A Common Stock. In addition, even if Hulu does not transfer a large number of its shares into the market, the existence of its right to transfer a large number of shares into the market may depress the price of shares of Class A Common Stock. We also filed Form S-8 registration statements to register shares reserved for future issuance under our equity compensation plans. As a result, subject to the satisfaction of applicable exercise periods, the shares issued upon exercise of outstanding stock options will be available for immediate resale in the United States in the open market. Further, we have filed an effective shelf registration statement on Form S-3 under which we may offer from time to time in one or more offerings any combination of common and preferred stock, debt securities, warrants, purchase contracts and units. Additionally, certain of our employees, executive officers, and directors have already entered into, or may in the future enter into Rule 10b5-1 trading plans providing for sales of shares of our Class A Common Stock from time to time. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the employee, director, or officer when entering into the plan, without further direction from the employee, officer, or director. A Rule 10b5-1 trading plan may be amended or terminated in some circumstances. Our employees, executive officers, and directors also may buy or sell additional shares outside of a Rule 10b5-1 trading plan when they are not in possession of material, nonpublic information.

The market price of our Class A Common Stock is subject to wide price fluctuations in response to various factors, many of which are beyond our control. The factors include: - global and regional macroeconomic conditions;- variations in our operating results;- variations between our actual operating results and the expectations of securities analysts, investors and the financial community;- announcements of developments affecting our business, systems or expansion plans by us or others;- technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as it may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Class A Common Stock, fractional share trading, and other technical trading factors or strategies;- competition, including the introduction of new competitors, their pricing strategies and services;- announcements regarding stock repurchases and sales of our equity and debt securities;- market volatility in general;- the level of demand for our stock, including the amount of short interest in our stock; and - the operating results of our competitors. In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of companies' stock, including ours, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

We may issue additional shares of capital stock in the future, including shares issuable pursuant to securities that are convertible into or exchangeable for, or that represent a right to receive, capital stock. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time, including pursuant to our shelf registration statements on Form S-3, which could result in substantial dilution to our existing stockholders. New investors in such future transactions could gain rights, preferences and privileges senior to those of holders of our Class A Common Stock.