What changed in this filing

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Item 1. Business

2021-03-25 compared with 2020-05-29 · 408 added, 936 removed, 22 unchanged (98% of the section changed)

and Corporate Information

was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc.

September 30, 2019, the Company’s name was changed to FaceBank Group, Inc.

April 1, 2020, FaceBank effected a merger (the “Merger”) pursuant to which fuboTV, Inc., a Delaware corporation and

a leading live TV streaming platform for sports, news and entertainment, became a wholly owned subsidiary of the Company.

1, 2020, the Company’s trading symbol was changed to FUBO.

the Merger, Facebank Group was and continues to be a character-based virtual entertainment company, and a leading developer of

digital human likeness for celebrities and consumers, focused on applications in traditional entertainment, sports entertainment,

live events, social networking, mixed reality (AR/VR) and artificial intelligence.

Facebank Group is positioned as a technology

driven, intellectual property company with significant revenue participations in the digital likeness of leading celebrities and

character-based entertainment properties.

the Merger, we operate our business under the name “fuboTV”

and we are in the process of changing the name of FaceBank

to fuboTV, Inc.

Our headquarters relocated to 1330 Avenue of the Americas, New York, NY 10019 following the merger,

and our telephone number is (212) 672-0055.

You can access our websites, including historical financial information pertaining

to fuboTV, Inc., at https://fubo.tv , https://ir.fubo.tv , https://facebankgroup.com and https://ir.facebankgroup.com.

Information contained on our websites is not part of this Annual Report on Form 10-K and is not incorporated by reference herein.

financial statements included in this Annual Report on Form 10-K represent only the historical operating results of Facebank Group,

and do not include the operating results of fuboTV, Inc.

Company is a leading digital entertainment company, combining fuboTV’s direct-to-consumer live TV streaming platform with

FaceBank’s technology-driven IP in sports, movies and live performances.

This business combination, operating as fuboTV,

Inc., will create a content delivery platform for traditional and future-form IP.

fuboTV plans to leverage FaceBank’s IP

sharing relationships with leading celebrities and other digital technologies to enhance its already robust sports and entertainment

the Merger, while we continue our previous business operations, we are principally focused on offering consumers a leading live

TV streaming platform for sports, news and entertainment through fuboTV.

fuboTV revenues are almost entirely derived from the

sale of subscription services and advertising in the United States, though fuboTV has started to assess expansion opportunities

into international markets, with operations in Canada and the launch in late 2018 of its first ex-North America offering of streaming

entertainment, to consumers in Spain.

subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv , through which we

provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them.

website, consumers can also sign-up via some TV-connected devices.

The fuboTV platform provides, what we believe to be, a superior

viewer experience, with a broad suite of unique features and personalization tools such as multi-channel viewing capabilities,

favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

the broad global adoption of internet connectivity, streaming platforms have seen rapid adoption as consumers engage with TV and

audio through a variety of devices, including TV, mobile phones and tablets.

The penetration of multiple devices and streaming

has brought the convenience of watching whatever, whenever and wherever to consumers.

According to Comscore over-the-top media

services (“OTT”) Intelligence data, as of March 2019, half of all US households have OTT streaming.

Streaming continues

to increase its share of TV viewing hours, now accounting for 15% of total TV viewing hours based on 3 month average in March

2019, but is still in the early innings of adoption.

The majority, 65% of OTT viewing households, still have subscriptions to

traditional PayTV, according to Comscore OTT Intelligence.

While traditional live TV accounts for the majority of TV viewing hours

for US households, the proportion is declining as customers continue cutting the cord.

Consumers are increasingly favoring the

streaming experience and lower cost of streaming services.

As stated in a February 2019 eMarketer report, cord-cutters and cord-nevers

are expected to reach 49 million US households in 2020.

Historically,

sports and news have been a key growth driver for PayTV operators to attract audiences at scale.

Amongst streaming providers,

live sports and news represent a largely untapped opportunity, as virtual multichannel video programming distributors, or vMVPDs,

have been focused largely on entertainment offerings.

Avid sports fans have been forced to stay tethered to the PayTV ecosystem.

According to a December 2019 Moffett Nathansan report, 60% of US households consume sports on a regular basis and 90% of sports

consuming households continue to subscribe to PayTV, creating a significant opportunity to provide live sports over streaming.

has been slow to adapt to changing customer needs.

In its Telecommunications Report, the American Customer Satisfaction Index

(ACSI) found that streaming-video services averaged a score of 76 out of 100 while traditional PayTV remained substantially lower

at 62 out of 100 (last places amongst the 46 industries tracked by ASCI) in 2019.

Further, according to Leichtman Research Group

as of November 2019, the average US cable package costs $110 per month, significantly higher than virtually all OTT options.

providers have struggled to retain consumers, as US PayTV households decreased by 5.9 million in 2019, according to eMarketer.

Virtual MVPDs (vMVPDs), services that provide multiple television channels via broadband, are quickly taking a share of the market

by delivering greater value at a lower price.

vMVPDs offer consumers a larger range of content that can be viewed anywhere, on

any device, online or off, and with new features continuously being innovated.

With superior direct-to-consumer (DTC) relationships

and easier, more convenient functionality, we believe it will be a matter of time before streaming is the preferred medium across

all platforms for TV consumption.

also expect that the COVID-19 pandemic will have lasting effects on consumer behavior.

With the increasing likelihood of sports

resuming with empty stadiums and otherwise generally limited in-person viewership, we believe fans will turn to digital streaming

vMVPDs are also a more affordable alternative to PayTV, which, we believe, in this current economic climate, further

accelerates adoption.

Market Opportunity

rapid shift to TV streaming has disrupted the traditional cable TV distribution model, creating new options for consumers and

new opportunities for broadcasters and advertisers.

Cord-cutting and cord-never households continue to accelerate adoption in

the US, as PayTV subscribers increasingly favor the streaming experience.

We believe this creates significant opportunities for

vMVPDs to address the $199 billion global PayTV services market in 2018, according to a September 2019 Digital TV Research report.

Linear TV advertising spending in the U.S.

was $71 billion in 2019, according to a March 2020 eMarketer report, and is expected

to be $175 billion globally in 2020, according to a June 2019 MAGNA report.

As consumers continue to spend more time streaming

content, we believe advertisers will allocate dollars away from traditional TV advertising to advertising on streaming services.

According to a MAGNA April 2019 report, OTT advertising spending is expected to reach $5 billion in 2020.

Today, streaming accounts

for 15% of total TV hours viewed, but only attracts 5% of ad spending.

If OTT advertising spending rises to levels commensurate

with current share of viewing hours, this represents over $10 billion of additional opportunity.

platforms have a significant opportunity to enable digital subscriptions, eCommerce transactions and other consumer services.

We believe our sports-first product offering is well suited to facilitate sports wagering in the future as a natural extension

of engaging sports content.

Sports wagering is a rapidly growing and large opportunity.

According to H2 Gambling Capital, the

global online sports wagering market was estimated to be approximately $70 billion in 2019.

offer consumers a leading live TV streaming platform for sports, news and entertainment.

April 1, 2020, fuboTV Inc.

(formerly known as FaceBank Group, Inc.) acquired fuboTV Media Inc.

(formerly known as fuboTV Inc.),

which we refer to as the “Merger.”

Unless the context otherwise requires, “we,”

“us,”

“our,”

and the “Company”

refers to the combined company post-Merger –

fuboTV Inc., or fuboTV, and its subsidiaries,

including fuboTV Sub.

“FaceBank Pre-Merger”

refers to FaceBank Group, Inc.

prior to the Merger, and “fuboTV

Pre-Merger”

refers to fuboTV Media Inc.

(“fuboTV Sub”) and its subsidiaries prior to the Merger.

are a sports-first, live TV streaming company, offering subscribers access to tens of thousands of live sporting events annually

as well as leading news and entertainment content.

Our platform, fuboTV, allows customers to access content through streaming

devices and on SmartTVs, mobile phones, tablets, and computers.

TV streaming has disrupted the traditional pay TV model (linear video received through cable or satellite providers for a paid

subscription), which we refer to as “Pay TV”.

This disruption has shifted billions of dollars in subscription and

advertising revenue to streaming platforms.

The number of cable TV cord-cutting households (those that terminate their cable or

satellite subscription) and cable TV cord-never households (those that have never subscribed to traditional cable or satellite)

continues to accelerate in the United States, as cable and satellite subscribers increasingly favor the streaming experience.

As consumers continue to spend more time streaming content, we also believe that advertisers will allocate more dollars away from

traditional linear TV advertising spend and towards streaming services.

Yet, despite being a growing share of TV consumption,

streaming is still in the early stages of adoption.

We believe this creates a significant opportunity for us to capitalize on

the cord-cutting movement.

offer subscribers a live TV streaming service with the option to purchase incremental features available for purchase that include

additional content or enhanced functionality (“Attachments”) best suited to their preferences.

Our base plan includes

a broad mix of channels, including top 50 Nielsen-ranked networks, across sports, news, and entertainment.

In the summer of 2020,

we enhanced our sports-centric offering with the addition of ESPN and ABC as well as other top programming from Disney.

core of our offering are our proprietary technology platform, purpose-built for live TV and sports viewership, and our first-party

Our proprietary technology stack has enabled us to regularly offer new features and functionality.

Unlike other popular

Video-on-Demand-only (VOD) streaming services, live TV streaming requires sophisticated infrastructure and technology, given the

nuances associated with an offering of live programming that refreshes regularly.

Today, our proprietary video delivery platform

supports all major sports leagues and entertainment content owner delivery requirements.

We offer multi-view on Apple TV, which

enables subscribers to watch four live streams simultaneously.

Our technology enables us to meet blackout and geographical rights

requirements with zip-code-level fidelity and deliver conforming streams on a per-user, per-device basis, protected by industry-standard

Digital Rights Management (“DRM”) technology.

We leverage our data throughout our organization to make data driven

decisions on what content we acquire for our subscribers to influence product design and strategy, to drive subscriber engagement,

and to enhance the capabilities and performance of our advertising platform for our advertising partners.

a result of our direct-to-consumer model, we gain further insight into customer behavior from the billions of data points captured

by our platform each month.

This data drives our continued innovation and is at the core of our enhanced user experience, product

and content strategy, and advertising differentiation.

The data also enables us to provide users with real-time personalized discovery

of live and on-demand programming and to surface relevant content for our users.

growth strategy is to acquire subscribers who are attracted to our sports offering and can find with us a compelling sport, news, and

entertainment viewing alternative to a traditional Pay TV service.

We actively engage those subscribers by providing a seamless Pay TV

replacement through a personalized easy-to-use streaming product at a significantly lower cost than traditional Pay TV providers.

then monetize our audience through subscription fees and our digital advertising offering.

In 2020, the majority of our revenue was

generated from monthly subscriptions.

are investing to accelerate expansion into the sports wagering space, which we believe will be a complementary revenue stream to our

current business model.

We recently announced our intent to expand into wagering and our subsequent acquisition of Camo Holdings

d/b/a Balto (“Balto”) and acquisition of Vigtory, Inc.

(“Vigtory”).

We plan to leverage Balto’s contest

automation software to launch a free to play game offering.

With the Vigtory acquisition, we expect to add Vigtory’s sportsbook

technology and pipeline of market access agreements to our business.

Our intended online wagering strategy includes the planned roll-out

of free to play gaming in the third quarter of 2021, the launch of a sportsbook application by the end of 2021 and ultimately the integration

of wagering with our live TV streaming platform.

By expanding into free to play gaming, we believe we can build further scale and drive

additional subscribers.

services have experienced rapid growth in adoption as consumers engage with streaming video and audio through a variety of devices,

including connected TVs, mobile phones, and tablets.

Traditional live TV accounts for the majority of TV viewing hours for U.S.

households, however, the proportion is declining as customers continue cutting the cord.

We believe consumers are increasingly

favoring the superior customer experience, lower cost, and better value of streaming services.

and news content have been a key driver for pay TV operators to retain and grow audiences.

Most streaming subscription services

have primarily focused on entertainment content offerings, requiring sports fans to, until recently, remain tethered to the pay

TV ecosystem.

This positions our offering well to provide a pay TV replacement service via streaming that also features an enhanced

live sports and news viewing experience.

Business Model

business model is “come for the sports, stay for the entertainment.”

This consists of leveraging sporting events to

acquire subscribers at lower acquisition costs, given the built-in demand for sports.

We then leverage our technology and data

to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows, and increasing discovery

through our proprietary machine learning recommendations engine.

Next, we look to monetize our growing base of highly engaged

subscribers by driving higher average revenue per user (“ARPU”).

believe our expected expansion into wagering and interactivity is core to this model.

We believe free-to-play predictive games

enhance the sports streaming experience - while also providing a bridge between video and our contemplated sportsbook.

the integration of gaming with our expansive live sports coverage will create a flywheel that lifts engagement and retention,

expands advertising revenue through increased viewership, and creates additional opportunities for Attachment sales.

drive our business model with three core strategies:

our paid subscriber base

engagement and retention

offerings address the needs of the parties in the TV streaming ecosystem.

offer consumers a live TV streaming platform for sports, news, and entertainment.

We provide basic plans with the flexibility

for consumers to purchase the add-ons and features best suited for them.

Our base plan, fubo Standard, includes 100+ channels,

including 43 of the top 50 Nielsen-rated networks (Adults 18-49;

Primetime), dozens of channels with sports, the most news, and

the most popular entertainment channels on television.

Subscribers have the option to add premium channels and additional channel

packages, as well as upgrade features such as more Cloud DVR storage and additional simultaneous streams with Family Share.

streams most NFL, MLB, NBA and NHL games, all major soccer leagues and a wide range of college and other sports.

Airing nearly

35,000 sporting events per year on the channels we carry, our extensive sports coverage attracts sports-fans looking to replace

While our sports offerings are key to customer acquisition, our broader entertainment and live news continue to drive

viewership and retention on the platform.

fuboTV has a robust news lineup with more news channels in its base plan than any other

live TV streaming platform and also offers over 700 local TV channels covering 99% of US households.

Additionally, fuboTV’s

entertainment offering includes more than 30,000 TV shows and movies via VOD each month.

TV streaming market continues to grow and evolve as more viewers shift from traditional PayTV to streaming.

for consumers to purchase the Attachments best suited for them.

Our base plan, fubo Standard, includes approximately 100+ channels,

including many of the top Nielsen-rated networks, dozens of channels with sports, double digit news channels, and some popular

entertainment channels.

Subscribers have the option to add premium channels and additional channel packages, as well as upgrade

Attachments such as more DVR storage with Cloud DVR Plus and additional simultaneous streams with Family Share.

cord cutting continues and traditional Pay TV viewers decline, advertisers are increasingly allocating their ad budgets to Over-the-Top

(“OTT”) platforms to reach these audiences.

fuboTV’s sports-first live TV platform offers advertisers a growing

and increasingly valuable live audience and provides un-skippable ad inventory on high quality content.

Advertisers also benefit

from combining traditional TV advertising formats with the advantages of digital advertising including measurability, relevancy,

and interactivity.

TV streaming platform creates the opportunity for content providers to monetize and distribute their content to our highly engaged

In doing so, content providers are expanding their audiences, which have shrunk on traditional TV because of ongoing

cord-cutting.

By aggregating a broad variety of content to deliver a comprehensive offering on our platform, we believe fuboTV

is able to provide greater engagement and value to subscribers than content providers would otherwise be able to deliver independently.

Furthermore, our data-driven platform enables us to capture valuable insights on consumer behavior and preferences, which are

increasingly valuable to our content providers.

generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year.

This seasonality

is driven primarily by sports leagues, specifically the NFL, which has a shorter partial-year season.

In addition, we typically

see average subscribers on our platform decline from the fourth quarter of the previous year through the first and second quarter

of the following year.

Growth Strategy

believe that we are at the early stages of our growth and that we are at an inflection point in the TV industry where streaming

has begun to surpass traditional linear Pay TV in several key areas, including content choice, ease of access and use across devices,

and cost savings to consumers.

We have identified potential growth opportunities, both in current markets and adjacent markets,

that we believe may provide additional upside to our business model.

The key elements to our growth strategy include:

to grow our subscriber base :

At the end of 2020, fuboTV had 547,880 paid subscriber, up from approximately 316,000

at the end of 2019.

Our Sales and Marketing expenses relative to total revenues was approximately 25% in 2020 and we believe

there is significant opportunity to accelerate subscriber acquisition by increasing our marketing expenditures on an absolute

dollar basis.

We will continue to utilize and analyze the data we have collected to help us become more efficient with our

marketing campaigns relative to spend.

and Retain Existing Subscribers :

By improving our Attachment offerings, we have been able to steadily increase the

quantity of Attachments sold within our subscriber base while continuing to improve our overall retention rates.

By piggybacking

on to our existing offerings and not meaningfully increasing our cost basis while increasing revenues, Attachments increase

Through each Attachment, we provide incremental value to our paying subscribers and are able to capitalize on

the incremental dollars earned through our ability to upsell.

We have consistently upgraded our Attachment offerings, as well

as optimized our merchandising and bundling of these offerings, and as a result have more than doubled the attach rate of

our subscribers.

Advertising Inventory:

Improvements to our content offering, UI / navigational elements and content merchandising

/ targeting capabilities, combined with evolutions in customer behavior and growth in our subscriber base, have driven growth

of our viewership over time.

We are increasingly monetizing this engagement through advertising on the fuboTV platform.

intend to continue leveraging our data and analytics to deliver relevant advertising while improving the ability of our advertisers

to optimize and measure the results of their campaigns.

We also plan to continue to expand our direct sales teams to increase

the number of advertisers who leverage our platform and continue improving our fill-rates and Cost Per Thousands (“CPMs”).

Our Content Portfolio :

Because we have the direct-to-consumer relationship and have

the ability to analyze all the content that our subscribers consume, we believe we can continue

to drive better subscriber experiences.

We plan to continue to optimize our content mix to

best suit our subscribers’

interests by leveraging our deep understanding of our subscribers

through the data captured on the platform.

Continue to invest in our technology and

data capabilities:

We believe that our technology platform, coupled with our content offering, differentiates us,

and we will continue to invest in both to drive the subscriber experience.

We plan to continue to enhance our product for

sports viewers by increasing the number of 4K streams and enhancing the image quality of fast-paced games.

We have also rolled

out personalization capabilities for our subscribers, including Favorites List and User Profiles, which allow us to enhance

our recommendation technology, thereby potentially increasing subscriber engagement and satisfaction.

Adjacent Markets, Including Wagering:

fuboTV, through our collaborations with premier programmers, content providers

and advertisers, is very closely aligned with several adjacent markets.

For example, our current sports-first platform lends itself

to entering into the sports wagering market.

This is a market that fuboTV is well-positioned to enter given our unique live sport

streaming offering, our deep knowledge of sports marketing and underlying technology platform.

Internationally:

With more than 3.5 billion soccer fans worldwide, in addition to all other sports fans and TV viewers,

we believe there remains a significant opportunity to expand internationally.

intellectual property is an essential element of our business.

We rely on a combination of patent, trademark, copyright and other

intellectual property laws, confidentiality agreements and license agreements to protect our intellectual property rights.

also license certain third-party technology for use in conjunction with our products.

believe that our continued success depends on hiring and retaining highly capable and innovative employees, especially as it relates

to our engineering base.

It is our policy that our employees and independent contractors involved in development are required

to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated

by them on our behalf are our property and assigning to us any ownership that they may claim in those works.

Despite our precautions,

it may be possible for third parties to obtain and use without consent intellectual property that we own or license.

use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may

adversely affect our business.

and Patent Applications

of December 31, 2020, we had four issued U.S.

patents, three non-provisional U.S.

patent applications, one U.S.

design patent

application, 18 granted international design registrations in three international design patents, two granted international patents,

five international patent applications, and one international Patent Cooperation Treaty patent application pending.

patents expire in 2038, and the international design registrations have expiration dates ranging from 2035 to 2045.

actively attempt to utilize patents to protect our technologies, we believe that none of our patents, individually or in the aggregate,

are material to our business.

We will continue to file and prosecute patent applications when appropriate to attempt to protect

our rights in our proprietary technologies.

However, there can be no assurance that our patent applications will be approved,

that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged by third

parties or found by a judicial authority to be invalid or unenforceable.

also rely on several registered and unregistered trademarks to protect our brand.

As of December 31, 2020, we had three trademarks

registered globally.

“fuboTV”

is a registered trademark in the United States and the European Union.

TV streaming market continues to grow and evolve as more viewers shift from traditional Pay TV to streaming.

There is significant

competition in the TV market for users, advertisers and content.

We principally compete with legacy PayTV operators, such as AT&T

/ DirecTV, Charter, Comcast, Cox and Altice, along with other vMVPDs.

While the presence of these competitors in the market has

helped to boost consumer awareness of TV streaming, contributing to the growth of the overall market, their resources and brand

recognition present substantial competitive challenges.

competition in the TV market for users, advertisers, and broadcasters.

We principally compete with Pay TV operators, such as AT&T,

Comcast, Cox and Altice, along with other multichannel video programming distributors (“vMVPDs”), such as YouTube

TV, Hulu Live and Sling TV.

While the presence of these competitors in the market has helped to boost consumer awareness of TV

streaming, contributing to the growth of the overall market, their resources and brand recognition present substantial competitive

compete on various factors to acquire and retain users.

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allocate a large portion of spend to advertise offline.

Therefore, we also compete with traditional media platforms such as linear

TV and radio.

We are increasingly leveraging our data and analytics capabilities to optimize advertisements for both users and

Therefore, we also compete with traditional media platforms such as traditional

linear TV and radio.

We are increasingly leveraging our data and analytics capabilities to optimize advertisements for both users

and advertisers.

We need to continue to maintain an appropriate advertising inventory for the growing demand for ads on our platform.

we compete to acquire exclusive content.

While the broadcast and cable network content that comprises the vast majority of our

offering is non-exclusive, our ability to additionally license exclusive content from right holders is dependent on the scale

of our user base as well as license terms.

also believe the prior work of our principals, continues to position the Company as a recognized leader in the production of hyper-realistic

digital humans for applications in entertainment.

We are aware of a number of companies connected to the video game market that

are also attempting to improve the realism of digital humans in video game applications, and in other real-time applications.

Traditional feature film visual effects companies also, from time to time, produce digital human characters for feature films.

While such companies, in the video game markets and in the film markets, have struggled to produce digital human characters that

are extremely realistic and believable as humans, we do expect the demand for digital humans and related applications to grow

and such competition to intensify.

Competitive Strengths

believe that our revenue and subscriber growth are a result of the following competitive strengths:

Comprehensive

Sports, News & Entertainment Content

began as a niche, soccer centric product offering and has since leveled up to become one of the broadest OTT entertainment offerings

with over 75% of “C3”

Viewership and many top Nielsen-ranked sports, news and entertainment channels for cord-cutters.

C3 is a metric that is used by Nielsen TV ratings to measure TV viewership in live programming plus total playback by digital

video recorder (ex.

DVR) out to three days after.

Nielsen TV ratings are the audience measurement systems operated by Nielsen

Media Research that seek to determine the audience size and composition of television programming in the United States using a

rating system.

While we continue to hook consumers with extensive premium sports content, our increasingly broad and deep news

and entertainment offerings drive total viewership and retention of our users.

We believe we will continue to grow our premium

content offering through identifying and executing strategic deals that best suit our consumer’s preferences.

Technology-driven,

Character-based Entertainment IP

believe our globally recognized human animation and digital likeness technologies, which have allowed us to secure attractive

long-term revenue sharing relationships with leading celebrities and entertainment properties, represent an attractive and potentially

lucrative opportunity to offer innovative new forms of entertainment content to our subscriber and to consumers at large.

have revenue participation rights, marketing licenses and/or residual rights pertaining to the digital likeness of Floyd Mayweather,

Muhammad Ali, Michael Jackson, Elvis Presley, Marilyn Monroe, and ABBA.

We also own minority interests in a production company

which holds the exclusive rights to live theatrical adaptations of Dreamwork’s Kung Fu Panda in the continent of

Our recent announcement of plans to develop a new form of pay-per-view sports entertainment, featuring ‘Virtual Mayweather’

competing in simulated championship-style fights against other historically significant champion boxers, provides an example of

the types of future-form content that we believe will be attractive to fuboTV consumers.

User Experience

believe our intuitive user experience and product features will enable us to become a leading OTT entertainment service.

that investing in the user experience has and will continue to generate significant benefits for our platform.

We believe we are

continually innovating to give subscribers a premium viewing experience they can’t find with cable TV and are regularly

first-to-market with new product features.

Our product is highly customizable and provides an optimized experience for live streaming

and personalization.

The platform provides a broad suite of unique features and personalization tools such as multiple viewing

capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

dedication to providing a best-in-class customer experience, we have received overwhelmingly positive feedback.

As our personalization

becomes more refined, we believe we will increase our current users’

engagement and will attract new users to our platform.

Technology with Enhanced Features

technology and data are foundational to our sustainable competitive advantage.

Our DTC model enables significant data capture,

allowing us to best understand and adjust to our consumer needs, based on data points collected monthly from users.

the deep understanding of our users from the data collected with our consistent investment in automated monitoring and our machine

learning-based recommendation engine has allowed us to better address customer needs and enhance both user experience and targeted

advertising opportunities.

Further, we have continued to increase our IP portfolio to 15 issued, published and pending patents.

We believe our proprietary technology infrastructure will continue to enable us to provide an unmatched user experience to our

subscribers and is scalable, providing an ongoing cost and margin advantage as we grow.

Significant Value to Our Subscribers

seek to provide a flexible product offering, delivering leading bundles for consumers that best meet their price point.

broad menu of subscription plans and platform add-ons, subscribers are able to customize their offering with enhanced features

and content, providing a valued platform at an attractive price.

fuboTV’s base package is significantly cheaper than traditional

PayTV options and includes 100+ channels across a variety of sports, news and entertainment content.

In order to provide flexibility

in pricing and the best value for our subscribers, our add-on options are an incremental cost to the base plan and enable users

to purchase both enhanced content (e.g.

Sports Plus, which features NFL RedZone;

SHOWTIME) and feature attachments (e.g.

Cloud DVR, Family Share plan).

fuboTV is also the only vMVPD to stream in 4K.

Our value to subscribers continues to be exhibited

as we continue to drive more subscribers to the platform and have experienced increased retention levels as our platform matures.

Growth Strategy

believe that we are at the very early stages of our growth and that we are at an inflection point in the TV industry where streaming

has begun to surpass traditional linear TV in several key areas, including content variety, flexible access and cost savings to

We have identified potential growth opportunities, both in current markets and adjacent markets, that provide additional

upside to our business model.

The key elements to our growth strategy are:

Subscriber Acquisition

and Retain Existing Subscribers

Advertising Inventory

to Enhance Our Content Portfolio and Technology

Internationally

into Adjacent Markets

Business Model

drive our business model with three core activities:

our paid subscriber base

engagement and retention

Our Paid Subscriber Base

are still in the early stages of growth.

As of December 31, 2019, we had 315,789 paid subscribers, a small fraction of the $199

billion global PayTV market.

We plan to continue to attract more users with a highly compelling OTT streaming value proposition

that allows users to access the most comprehensive live sports offering, as well as the most relevant channels for news and entertainment,

at a significantly lower price relative to traditional PayTV.

We believe our success in growing our subscriber base is due to

our data-driven digital marketing efforts and our broadening customer demographics.

We believe international expansion represents

a large opportunity to grow our subscriber base.

We plan to invest in our international strategy over time and become a global

business in the long term.

have both Free Trial Users, who have created an account and are within the 7-day free trial period, and Paid Subscribers (“subscribers”),

who have a paid subscription and from whom we have collected payment for the current cycle.

have grown our Paid subscriber base significantly over the past several years and ended 2019 with 315,789 paid subscribers, up

37% year over year.

Engagement & Retention

intend to increase user engagement and hours streamed by offering more content that is easier to find and discover on our platform,

including more News and Entertainment.

By increasing the available content on our platform and making it easily accessible, we

have diversified the type of content streamed, resulting in higher customer engagement and retention.

active users (MAUs) refers to the total count of subscribers that have consumed content for greater than 10 seconds in the last

30 days from the period-end indicated.

In December 2019, our monthly active users (MAUs) watched 123 hours across the platform

on average, and those who streamed primarily on connected TVs watched an average of 144 hours.

Content hours per MAU is a key

metric and our users (paid and trial/free) streamed 298.7 million hours in 2019, a 210% increase year over year.

have identified the following three key drivers that we believe have helped us increase our subscriber engagement:

subscribers are watching more than just sports.

While many subscribers initially come to us for sports, we compel them to

stay for other content as well, with more than 70% of viewership hours in December 2019 spent on non-sports content.

subscribers are coming back for shows that they may have missed.

The percentage of subscribers that are using and watching

DVR has increased from 20% in October 2018 to 41% in February 2020.

subscribers are watching a broader range of content and recording shows to be watched later, both programs per MAU and channels

watched per MAU have increased significantly.

The average MAU now consumed 140+ programs on 16 different channels in February

2020, up from only 59 programs on 10 channels in October 2018.

is the leading indicator of retention for our subscribers.

We have continued to increase subscriber engagement, which has resulted

in an increased average number of content hours per MAU, representing an increase from 34 hours in the first quarter of 2018 to

123 hours in the fourth quarter of 2019.

we believe that the consistent improvements we have driven in engagement have led to an increased retention rate amongst our subscribers.

expect to continue to grow Average Revenue Per User (“ARPU”), which is our subscription revenue and ad revenue divided

by average daily paid subscribers in the relevant period, by growing hours streamed and enhancing our advertising monetization

capabilities.

Advertising-based content is our fastest growing segment, and we are increasing the monetization of these hours

by expanding our advertising capabilities.

We intend to continue to leverage our data and analytics to deliver relevant advertising

and improve the ability of our advertisers to optimize their campaigns and measure their results.

increased 42% YoY to $53.80 in 2019.

Our 2 main sources of revenue are Subscription revenue and Advertising revenue, both of which

have seen continuous growth since 2017.

Our subscription ARPU increased to $49.37 while advertising ARPU grew to $4.43.

believe that additional attachments to the basic package such as premium content packages as well as services which include Cloud

DVR will be a key driver of increasing ARPU for our existing and future subscriber base, and we have already seen the number of

attachments grow significantly.

Factors Affecting Performance

Our content depends on the operations of sports leagues both domestically and abroad.

While our platform

provides a broad suite of offerings across sports, news and entertainment, sports is a key acquisition lever and appeal of

our offering, and the operations of sports leagues is important to our user base.

The recent COVID-19 pandemic and the hiatus

of live sports globally has impacted our business as sports viewership has declined.

The return of leagues both with and without

live audiences will greatly impact our platform and ability to serve our subscriber base.

of Cord Cutting & Shift To OTT Streaming :

Consumers have significantly shifted their TV viewing behavior,

and we believe there will be an ongoing shift to OTT streaming.

This is a critical component of our business model as all

of our revenues, both subscription and advertising, are dependent on this shift.

In addition, the number of hours streamed

on our platform is a critical element of our business because hours determine our retention, attachment rates and our advertising

We generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the

This seasonality is driven primarily by sports seasons, specifically the NFL, which have shorter partial-year seasons.

For example, in 2018 and 2019, our third and fourth quarters combined each represented 61% and 57% of our total revenue and

60% and 65% of our total gross paid subscriber additions, respectively.

We also incur higher sales and marketing expenses

during these periods, which we expect to continue.

to Grow Internationally:

Entering new geographic markets requires us to invest in sales and marketing, infrastructure,

and personnel.

Our international growth will depend on our ability to sell relevant content and attractive offerings in international

Our international expansion has resulted in, and will continue to result in, increased costs and is subject to a

variety of risks, including local competition, content localization, multilingual customer support and compliance with foreign

we compete to attract and retain broadcasters.

Our ability to license content from broadcasters is dependent on the scale of our

user base as well as license terms.

of December 31, 2020, we had 220 employees, all of whom were located in North America.

We consider our relationship

with our employees to be good.

None of our domestic employees is represented by a labor union or covered by a collective

bargaining agreement.

widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout 2020.

We took precautionary

measures to protect the health and safety of our employees and slow down the spread of the virus by transitioning our workforce

to remote working as we closed our offices.

global spread of COVID-19 and the various attempts to contain it created significant volatility, uncertainty and economic disruption

The impact of the COVID-19 pandemic on our operations began towards the end of the first quarter of 2020, impacting advertising

markets and the availability of live sport events, as numerous professional and college sports leagues cancelled or altered seasons

2020, the ongoing COVID-19 pandemic continued to accelerate the shift of TV viewing away from traditional pay TV to streaming

TV and the on-going shift of advertising budgets away from traditional linear TV into streaming offering.

While in 2020 we have

experienced an increase in TV streaming and our overall business was largely unaffected by the COVID-19 pandemic, there can be

no assurance that these positive trends will continue during 2021 and beyond.

April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged

with and into fuboTV Sub, whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant

to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and

fuboTV Sub (the “Merger Agreement”).

Following the Merger, we changed our name from “FaceBank Group, Inc.”

to “fuboTV Inc.,”

and we changed the name of fuboTV Sub to “fuboTV Media, Inc.”

The combined company operates

under the name “fuboTV,”

and our trading symbol is “FUBO.”

accordance with the terms of the Merger Agreement, at the effective time of the Merger, all of the capital stock of fuboTV Sub

was converted into the right to receive shares of our newly-created class of Series AA convertible preferred stock, par value

$0.0001 per share (the “Series AA Preferred Stock”).

Each share of Series AA Preferred Stock was entitled to 0.8 votes

per share and was convertible into two (2) shares of our common stock following the sale of such share of Series AA Preferred

Stock on an arms’-length basis either pursuant to Rule 144 under the Securities Act or pursuant to an effective registration

statement under the Securities Act.

March 1, 2021, we consummated an offer to exchange the remaining outstanding shares of Series AA Preferred Stock for two shares

of our common stock per share of Series AA Preferred Stock (the “Exchange Offer”).

As a result of the Exchange Offer,

13,412,246 shares of Series AA Preferred Stock, representing 100% of the outstanding shares of Series AA Preferred Stock, were

exchanged for 26,824,492 shares of our common stock.

January 28, 2021, we entered into a purchase agreement with Evercore Group L.L.C.

(“Evercore”) relating to our sale

of our 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”) to persons reasonably believed to be qualified institutional

buyers pursuant to Rule 144A under the Securities Act.

On February 2, 2021, we issued $402.5 million aggregate principal amount

of our 2026 Notes, the proceeds of which we expect to use for general corporate purposes, including working capital, business

development, sales and marketing activities and capital expenditures, and to pay fees and expenses related thereto.

For more information

about the 2026 Notes, see Note 2 and 18 to our consolidated financial statements in Part II, Item 8 of this Annual Report

on Form 10-K.

business and our devices and platform are subject to numerous domestic and foreign laws and regulations covering a wide variety

of subject matters.

These include general business regulations and laws, as well as regulations and laws specific to providers

of Internet-delivered streaming services and Internet-connected devices.

New or modified laws and regulations in these areas may

have an adverse effect on our business.

The costs of compliance with these laws and regulations are high and are likely to increase

in the future.

We anticipate that several jurisdictions may, over time, impose greater financial and regulatory obligations on

If we fail to comply with these laws and regulations, we may be subject to significant liabilities and other penalties.

Additionally,

compliance with these laws and regulations could, individually or in the aggregate, increase our cost of doing business, impact

our competitive position relative to our peers, and otherwise have an adverse impact on our operating results.

For additional

information about the impact of government regulations on our business, see “Risk Factors—

Risks Related to Regulation”

and “Risk Factors—Risks Related to Privacy and Cybersecurity”

in Part I, Item 1A in this Annual Report on Form

Protection and Privacy

are subject to various laws and regulations covering the privacy and protection of users’

Because we handle, collect,

store, receive, transmit, transfer, and otherwise process certain information, which may include personal information, regarding

our users and employees in the ordinary course of business, we are subject to federal, state and foreign laws related to the privacy

and protection of such data.

These laws and regulations, and their application to our business, are increasingly shifting and

Compliance with these laws and regulations, such as the California Consumer Privacy Act and the European Union General

Data Protection Regulation 2016/679 (the “GDPR”) could affect our business, and their potential impact is unknown.

Any actual or perceived failure to comply with these laws and regulations may result in investigations, claims and proceedings,

regulatory fines or penalties, damages for breach of contract, or orders that require us to change our business practices, including

the way we process data.

are also subject to breach notification laws, including the GDPR, in the jurisdictions in which we operate, and we may be subject

to litigation and regulatory enforcement actions as a result of any data breach or other unauthorized access to or acquisition

or loss of personal information.

Any significant change to applicable laws, regulations, interpretations of laws or regulations,

or market practices, regarding the processing of personal data, or regarding the manner in which we seek to comply with applicable

laws and regulations, could require us to make modifications to our products, services, policies, procedures, notices, and business

practices, including potentially material changes.

Such changes could potentially have an adverse impact on our business.

additional information about the impact of data protection and privacy regulations on our business, see “Risk Factors—Risks

Related to Privacy and Cybersecurity”

in Part I, Item 1A in this Annual Report on Form 10-K.

Company is subject to various U.S.

federal and state laws and regulations that affect our ability to launch and operate a sportsbook

and offer other gaming-related products.

These product offerings are generally subject to extensive and evolving regulations that

could change based on political and social norms and that could be interpreted in ways that could negatively impact our business.

The gaming industry, including any sportsbook product offering, is highly regulated and subject to extensive regulation under

the laws, rules, and regulations of the jurisdictions in which we operate.

These laws, rules and regulations generally concern

the responsibility, financial stability, integrity and character of the owners, officers, directors, key management employees

and persons with material financial interests in the gaming operations along with the integrity and security of our sportsbook

offerings and the technologies supporting such offering.

Violations of laws or regulations in one jurisdiction could result in

disciplinary action in that and other jurisdictions.

As well, as a condition of operating in certain jurisdictions, we must obtain

either a temporary or permanent license, approval, or determination of suitability from the relevant gaming authorities.

to ensure that we obtain all necessary licenses to develop and put forth our offerings in the jurisdictions in which we operate

or seek to operate.

Gaming laws and regulations in certain jurisdictions require us, and/or our subsidiaries engaged in gaming

operations, certain of our directors, officers, and key management employees, and in some cases, certain of our shareholders,

to obtain licenses, qualifications or findings of suitability from gaming authorities.

Such licenses, qualifications or findings

of suitability typically require a determination that the applicant qualifies or is suitable to hold the license, qualification

or finding of suitability.

Various factors are considered including, without limitation, the financial stability, integrity and

responsibility of the applicant;

the quality and security of the applicant’s gaming platform, hardware and related software

and the applicant’s ability to operate its gaming business in a responsible manner and in compliance with all applicable

laws and regulations.

to Attract and Retain Subscribers:

The ability to continue the growth of our subscriber base is key to our success.

Along with the growth of our revenues being driven by an increased subscriber base, our margin profile becomes increasingly

attractive with scale.

Our long-term growth will partially depend on our continued ability to retain existing subscribers.

Engagement is the leading indicator of retention for our subscribers, and we must continue to provide a differentiated user

experience to acquire and retain subscribers .

to Monetize Users:

Our business model depends on our ability to monetize user engagement with our platform, primarily

through subscriptions and advertising.

Our ability to grow subscription revenues relies on our ability to increase pricing

power as well as the amount of incremental attachments subscribers add-on to their platform.

We also rely on our ability to

increase advertising revenues.

Our ability to leverage our data to provide users with relevant ads and measure the effectiveness

of these advertisements on our platform is also a key factor to an increased wallet share of advertising budgets spent on

our platform.

intellectual property is an essential element of our business.

We rely on a combination of patent, trade secret, trademark, copyright

and other intellectual property laws, confidentiality agreements and license agreements to protect our intellectual property rights.

We also license certain third-party technology for use in conjunction with our products.

believe that our continued success depends on hiring and retaining highly capable and innovative employees, especially as it relates

to our engineering base.

It is our policy that our employees and independent contractors involved in development are required

to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated

by them on our behalf are our property and assigning to us any ownership that they may claim in those works.

Despite our precautions,

it may be possible for third parties to obtain and use without consent intellectual property that we own or license.

use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may

adversely affect our business.

and Patent Applications

of May 29, 2020, we had two issued U.S.

patents, four non-provisional U.S.

patent applications, one U.S.

design patent application,

18 granted international design patent registrations, six international patent applications, and one international Patent Cooperation

Treaty patent application pending.

The issued patents expire in 2038, and the international design registrations have expiration

dates ranging from 2035 to 2045.

The table below summarizes our issued patents and patent applications pending as of May 29, 2020:

App’n Serial #

P440132.US.01

SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING VIDEO STREAM

P440132.US.01C

SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING VIDEO STREAM

P440132.CA.01

SYSTEMS AND METHODS FOR ADAPTIVELY ENCODING A VIDEO STREAM USING VIRTUAL ENCODERS, BASED ON CHANGES IN THE NUMBER OF VIEWERS

AND DESIRED VIDEO QUALITY

P440132.EP.01

SYSTEMS AND METHODS FOR VIDEO ENCODING

P440135.US.01

SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS

P440135.US.02

SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS

P440135.EP.01

SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS

P440135.CA.01

SYSTEMS AND METHODS FOR SECURELY GENERATING LIVE PREVIEWS

P440139.US.01

SYSTEMS AND METHODS FOR GENERATING INDIVIDUALIZED PLAYLISTS

P440139.EP.01

SYSTEMS AND METHODS FOR GENERATING INDIVIDUALIZED PLAYLISTS

P440139.CA.01

SYSTEMS AND METHODS FOR GENERATING INDIVIDUALIZED PLAYLISTS

P440142.US.03

DISPLAY SCREEN OR PORTION THEREOF WITH GRAPHICAL USER INTERFACE (DESIGN)

P440142.WO.01

DISPLAY SCREEN OR PORTION THEREOF WITH ANIMATED GRAPHICAL USER INTERFACE (DESIGN)

P440142.US.04

SYSTEMS AND METHODS FOR DISPLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTERFACE

PCT/US2019/052707

P440142.WO.02

SYSTEMS AND METHODS FOR DISPLAYING A LIVE VIDEO STREAM IN A GRAPHICAL USER INTERFACE

we actively attempt to utilize patents to protect our technologies, we believe that none of our patents, individually or in the

aggregate, are material to our business.

We will continue to file and prosecute patent applications when appropriate to attempt

to protect our rights in our proprietary technologies.

However, there can be no assurance that our patent applications will be

approved, that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged

by third parties or found by a judicial authority to be invalid or unenforceable.

also rely on several registered and unregistered trademarks to protect our brand.

As of May 29, 2020, we had three trademarks

registered globally.

“fuboTV”

is a registered trademark in the United States and the European Union.

of May 29, 2020, we had 208 full-time employees.

None of our employees are represented by a union.

We consider our relations with

our employees to be good.

business operations are subject to various domestic and foreign laws and regulations covering a wide variety of subject matters.

These laws and regulations include general business regulations and laws, as well as regulations and laws specific to providers

of streaming services.

In particular, our business is subject to foreign and domestic laws and regulations applicable to companies

providing streaming services over the Internet.

Both domestic and international jurisdictions vary widely as to how, or whether,

existing laws governing areas such as personal privacy and data security, consumer protection, payment processing or sales and

other taxes and intellectual property apply to the Internet and e-commerce, and these laws are continually evolving.

are subject to various federal and state laws and regulations govern the collection, use, retention, sharing and security of the

data we receive from and about our subscribers.

The United States and foreign governments have enacted and are considering regulations

that could significantly restrict industry participants’

ability to collect, use and share personal information, such as

by regulating the level of consumer notice and consent required before a company can place cookies or other tracking technologies.

Our content providers also are subject to a wide range of government regulations that may vary by jurisdiction.

We seek to comply

with all laws and regulations currently applicable to our business as well as those that arise in the future.

Stock-Split and increase in Authorized Share Capital

February 28, 2019, the Company effectuated a 1-for-30 reverse stock split, and post-split, increased the authorized Stock, par

value $0.0001 per share, to 400 million shares of common stock.

The accompanying financial statements and notes to the financial

statements give retroactive effect to the reverse stock split for all periods presented.

Likeness Development Agreement

July 31, 2019, and as amended January 25, 2020 , the Company entered into a joint venture and revenue share agreement called

the Digital Likeness Development Agreement (the “Agreement”) among the Company, FaceBank, Inc., and professional boxing

promoter and retired professional boxer, Floyd Mayweather, concerning the development of the hyper-realistic, computer generated

‘digital likeness’

of the face and body of Mr.

Mayweather (“Virtual Mayweather”), for global exploitation

in commercial applications.

to the terms of the Agreement, the Company and FaceBank, Inc.

agreed to develop Virtual Mayweather, which is planned to be available

for broad commercial purposes, based on the mutual agreement of Mr.

Mayweather and the Company, including but not limited to,

feature films, television commercials, award shows, live concerts, print advertisements, outdoor/public advertisements, endorsements,

photographic and modeling engagements, video games, virtual reality, augmented reality, social media and other holographic public

the terms of the Agreement, the Company is responsible for the advance funding of all technology related costs and animation services

(collectively, “Virtual Mayweather Production Costs”) required to develop, produce and maintain Virtual Mayweather

as a usable digital asset, readily deployable into animation production workflows as may be required by Virtual Mayweather profit-making

Virtual Mayweather will also be available, at Mr.

Mayweather’s sole discretion, for Mr.

Mayweather’s personal

use, subject to the terms of the Agreement.

Notwithstanding the foregoing, Mr.

Mayweather will be responsible for any and all

costs associated with his personal use of Virtual Mayweather.

the terms of the Agreement, the Company agreed to pay a cash fee of $250,000, upon execution of the Agreement, to Mr.

plus a 5-year option to purchase 280,000 shares of Company common stock at an exercise price of $7.20 per share.

revenues will be split as follows:

such time as the Company has recovered actual funded Virtual Mayweather Production Costs, revenues attributable to the exploitation

of Virtual Mayweather will be divided 50% to the Company and 50% to Mr.

and all revenues attributable to the exploitation of Virtual Mayweather in excess of recovery of Virtual Mayweather Production

Costs, will be divided 75% to Mr.

Mayweather and 25% to the Company.

term of the Agreement commenced on July 31, 2019 and will continue until July 31, 2024, unless extended by mutual agreement of

The Company also has an option to extend the Agreement, for an additional five year term, if either (a) the cash

proceeds paid to Mr.

Mayweather in connection with the Agreement are equal to or greater than $5,000,000 during the final year

of the Agreement, or (b) the cash proceeds paid to Mr.

Mayweather in connection with the Agreement are equal to or greater than

$15,000,000 during the entire term of the Agreement, either by third parties or by the Company or its affiliates.

Agreement provides that the Company will be responsible for the marketing, license, distribution and implementation of applications

and the usage of Virtual Mayweather.

All uses, application and deployments of Virtual Mayweather must be approved, in advance,

Mayweather or his designated representatives.

to the terms of the Agreement, FaceBank, Inc.

is entitled to, and agreed to, utilize Virtual Mayweather in connection with various

promotional initiatives intending to demonstrate to a global audience the diverse opportunities for usage of Virtual Mayweather,

as well as the usage of digital likeness that may be enjoyed by consumers, prospective joint venture partners, and business development

prospects of FaceBank, Inc.

FaceBank, Inc.

is controlled by John Textor, the Company’s former Chief Executive Officer and

a current member of the Company’s Board of Directors, and a significant stockholder of the Company.

January 25, 2020, the Company entered into an amended Digital Likeness Development Agreement with Floyd Mayweather (the “Amended

Agreement”) which supersedes the Agreement, dated July 31, 2019.

All terms of the Agreement remain the same except for the

Amended Agreement term is from October 22, 2019 through October 22, 2024, unless extended by the parties.

place of the share-based awards with an approximate fair value of $1.0 million, the Company granted options to purchase 280,000

shares of the Company’s common stock.

The options have a five-year term and expire on October 21, 2024.

AG Share Exchange and Purchase Agreement

August 15, 2019, the Company acquired 100% of the issued and outstanding capital stock of Facebank AG, a privately-owned Swiss

corporation (the “Facebank AG”), in exchange for 2,500,000 shares of common stock, par value $0.0001 per share (the

“Common Stock”), of the Company pursuant to a Share Exchange and Purchase Agreement, dated April 15, 2019 (the “Share

Exchange Agreement”), between the Company and the sole shareholder of Facebank AG (the “Selling Stockholder”).

Facebank AG is a Swiss holding company which owns a 11.2% minority interest in Nexway AG (“Nexway AG”) and had entered

into a binding agreement to acquire an aggregate 62.3% majority interest in Nexway AG, no later than August 31, 2019.

is a Karlsruhe-based and Germany-listed digital software and solutions company, which provides a subscription-based platform for

the monetization of intellectual property, principally for entertainment, games and security software companies, through its proprietary

merchant presence in 180 different countries.

Facebank AG also owns 100% of StockAccess Holdings SAS (“SAH”), a French

joint stock company and investor in the global luxury, entertainment and celebrity focused industries that directly or indirectly

holds control investments in multiple other material subsidiaries, including 8+ Holdings LLC and P8H Inc, in the United States,

and Highlight Finance Corp., in the British Virgin Islands (“HFC”).

The Company purchased Facebank AG, principally

to secure a global distribution network for the Company’s digital human applications and entertainment properties, which

includes access to Nexway’s existing customer list of 14 million active subscribers, the considerably greater reach of Nexway’s

custodial access to its clients’

customer lists, and the ability to conduct business directly in roughly 180 countries.

to the Share Exchange Agreement, the Company agreed to be bound, in all respects as borrower, by the bond obligations of SAH,

Nexway SAS (the 100% owned French subsidiary of Nexway AG) and HFC.

Notwithstanding the principal repayment requirements and terms

of the Bonds, Company agreed to pre-pay at least EUR 9,500,000 of the outstanding principal of the SAH Bond by March 31, 2020,

which was paid through a debt refinancing of FBNK Finance SarL, one of the Company’s subsidiaries.

is the borrower under EUR 20,000,000 bond (USD $22,209,000 1 ) (“SAH Bond”) issued and outstanding with 100%

ownership interest of SAH pledged under the SAH Bond, and SAH currently being in compliance with all the terms and obligations

under the SAH Bond issuance conditions.

SAS is the borrower under EUR 12,000,000 bond (USD $13,325,400) (“Nexway Bond”), of which EUR 7,500,000 is issued

and outstanding, with 100% ownership interest of Nexway SAS pledged under the Nexway Bond, and Nexway SAS currently being in compliance

with all the terms and obligations under Nexway Bond.

is the borrower under EUR 15,000,000 (USD $16,656,750) term bond facility issued and outstanding (“HFC Bond”), HFC

is currently being in compliance with all the terms and obligations under the HFC Bond issuance conditions.

HFC holds (i) as the

secured creditor a $10,000,000 loan facility owed to HFC by SAH subsidiary, P8H Inc., as the borrower, (ii) 998,114 shares of

common stock of the Company, and (iii) other assets.

All USD equivalents in the above under the heading ”

Facebank AG Share Exchange and Purchase Agreement”

based on an Euro/USD exchange rate of 1.11045 on August 15, 2019.

August 15, 2019, the Share Exchange Agreement, as amended, was consummated.

Pursuant to the Share Exchange Agreement, on August

15, 2019, the Company agreed to be bound, in all respects as borrower, by the existing bond obligations of SAH, Nexway AG and

AG as set forth in the Share Exchange Agreement, had entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)

on August 15, 2019, with The Native SA, a publicly traded Swiss ecommerce and digital media company (“Native”) to

acquire an aggregate 62.3% majority interest in Nexway AG from Native.

to entry into the Asset Purchase Agreement and as a condition precedent of entry into the Asset Purchase Agreement, 45,565 shares

of Nexway AG had already been transferred by Native to StockAccess Holdings SAS (“SAH”) a wholly owned subsidiary

of Facebank AG, which directly or indirectly holds control investments in multiple other material subsidiaries, including Highlight

Finance Corp.

in the British Virgin Islands (“HFC”).

September 19, 2019, the Asset Purchase Agreement was consummated pursuant to Native transferring 287,855 shares in Nexway AG to

Facebank AG, in exchange for a purchase price of EUR 3,543,750 consisting of EUR 2,000,0000 in cash and 3 bonds of SAH maturing

on April 1, 2024, ISIN DE000A2RY4P4 of EUR 500,000 par value each with an aggregate par value of EUR 1,500,000 and EUR 1,543,750

including accrued interest (the “Purchase Price”).

The Purchase Price was paid prior to August 31, 2019, and pursuant

to the Asset Purchase Agreement 35,000 shares of HFC were transferred to Facebank AG prior to August 31, 2019, as part of the

assets being purchased thereunder.

to the closing of the Asset Purchase Agreement on September 19, 2019, Facebank AG held a total of 333,420 shares of Nexway AG

representing 62.3% ownership interest in Nexway AG.

Change to FaceBank Group, Inc .

September 6, 2019, the Company filed Articles of Amendment (the “Articles of Amendment”) to the Articles of Incorporation

of the Company with the Florida Department of State, Division of Corporations.

The Articles of Amendment provide for a change

in the Company’s name from Pulse Evolution Group, Inc.

to FaceBank Group, Inc.

(the “Name Change”).

was notified by the Financial Industry Regulatory Administration (“FINRA”) that the market effective date for the

Name Change was September 30, 2019.

Beginning September 30, 2019, our trading symbol was changed to “FBNK”

a result of the Name Change the Company’s common stock received the following new CUSIP number:

On May 1, 2020,

our trading symbol was again changed, to reflect the Merger, to FUBO.

with fuboTV Inc.

April 1, 2020, pursuant to the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 (the “Merger Agreement”)

fuboTV became a wholly-owned subsidiary of FaceBank.

In accordance with the terms of the Merger Agreement, at the effective time

of the Merger (the “Effective Time”) all of the capital stock of fuboTV was converted into the right to receive shares

of a newly created class of Series AA Convertible Preferred Stock of FaceBank, par value $0.0001 per share (the “Series

AA Preferred Stock”).

The aggregate number of FaceBank common stock equivalent shares to be issued to fuboTV shareholders

as a result of the Merger was 32,324,362 shares of Series AA Preferred Stock, each of which is convertible into two (2) shares

of FaceBank common stock, par value $0.0001 per share (“FaceBank Common Stock”), for a total of 64,648,726 shares

of FaceBank Common Stock on an as-converted basis.

In addition, at the Effective Time, each outstanding option to purchase shares

of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank Common Stock.

The aggregate

number of options to acquire FaceBank Common Stock as a result of the foregoing is 8,051,098, which are exercisable at a weighted

average price of $1.32 per share.

share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank

Common Stock, only in connection with a bona fide transfer to a third party.

The Series AA Preferred stock will benefit from certain

protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding

Series AA Preferred Stock, voting as a separate class before undertaking certain actions.

The effect of the Merger and the terms

of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common

equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank

shareholders.

to the Merger Agreement the parties agreed that Board of Directors of FaceBank would be expanded to seven (7) members comprised

of (i) John Textor, (ii) David Gandler, (iii) three (3) members to be selected by FaceBank and (iv) two (2) members to be selected

Pursuant to the Merger Agreement, the parties also agreed that immediately following the Effective Time, the Chief

Executive Officer of FaceBank would be David Gandler, and the executive chairman of the Board of Directors of FaceBank would be

connection with the closing of the Merger, the Board of Directors of FaceBank approved the establishment of the FaceBank 2020

Equity Incentive Plan (the “Plan”).

Pursuant to the Merger Agreement, FaceBank created an incentive option pool of

12,116,646 shares of FaceBank Common Stock under the Plan.

connection with execution and delivery of the Merger Agreement, each of the officers and directors of fuboTV and certain other

shareholders of fuboTV, and certain shareholders of the Company executed and delivered lock-up agreements, with a term commencing

at the Effective Time and continuing for a period of 180 days after the closing date of the Merger, with respect to the shares

of the Company owned by them or to be acquired by them in the Merger, as applicable.

Stock Designations

March 20, 2020, FaceBank amended its Articles of Incorporation to withdraw, cancel and terminate the previously filed (i) Certificate

of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation

with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation

with respect to 41,000,000 shares of its Series S Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation

with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share.

Upon the withdrawal, cancelation

and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock,

Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of Preferred

Stock, par value $0.0001 per share of FaceBank (the “Termination of Prior Designations Amendment”).

March 20, 2020, FaceBank filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred

stock as “Series AA Convertible Preferred Stock”

pursuant to a Certificate of Designation of Series AA Convertible

Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”).

The Series AA Preferred Stock has no

liquidation preference.

The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid

on the Common Stock on an as converted basis.

Each share of Series AA Preferred Stock is initially convertible into two shares

of Common Stock, subject to adjustment as provided in the Certificate of Designation with respect to the Series AA Preferred Stock

and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to

an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement

under the Securities Act.

Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate”) on any

matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for

as long as the Series AA Preferred Stock is outstanding.

The Voting Rate shall be subject to adjustment in the event of stock

splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events.

addition to the voting rights described above, until the earlier of such time as (i) no shares of Series AA Preferred Stock remain

issued and outstanding and (ii) the Common Stock is listed on Nasdaq or the New York Stock Exchange, without first obtaining the

affirmative vote or written consent of a majority of the Series AA Preferred Stock, voting as a separate class, and with each

share of Series AA Preferred Stock having one vote, FaceBank may not (i) amend or repeal the Certificate of Designation with respect

to the Series AA Preferred Stock, (ii) amend or repeal any provision of, or add any provision to, FaceBank’s Articles of

Incorporation, (iii) undertake (x) any Affiliated Transaction (as defined in Section 607.0901(1)(b) of the Florida Business Corporation

Act (the “FBCA”) with any “interested shareholder”

(as defined in Section 607.0901(1)(k) of the FBCA,

provided that, for purposes of this restriction, the words and number “10 percent”

shall be replaced with “50

percent”), or “affiliate”

(as defined in Section 607.0901(1)(a) of the FBCA) of such interested shareholder

or (y) any Affiliated Transaction (as defined in the FBCA) with any “interested shareholder”

(as defined in Section

607.0901(1)(k) of the FBCA) or “affiliate”

(as defined in Section 607.0901(1)(a) of the FBCA) of such interested shareholder

without the approval of such Affiliated Transaction by a majority of the disinterested and independent members of the Board of

Directors of FaceBank, (iv) issue any capital stock or other equity securities of FaceBank or instruments or securities convertible

into capital stock or other equity securities of FaceBank, other than (A) the issuance of shares of Common Stock pursuant to the

exercise or settlement of stock options that were assumed in connection with the transaction by which the Series AA Preferred

Stock was initially issued, (B) the granting of stock options or issuance of shares of Common Stock underlying such stock options,

not to exceed ten percent (10%) of the capital stock of FaceBank, on a fully diluted basis, that is outstanding as of the initial

issuance date of the Series AA Preferred Stock, and pursuant to a plan, agreement or arrangement approved by the Board of Directors

of FaceBank), (C) any issuance of Conversion Shares (as defined below);

and (D) any sale of shares of Common Stock at a price

of $10.00 or more per share (subject to equitable adjustments for stock splits, stock combinations, recapitalizations, reclassifications,

extraordinary distributions and similar events following the initial issuance date of the Series AA Preferred Stock );

however, that, notwithstanding the foregoing, no consent shall be required in the case of a sale of shares of Common Stock at

price of less than $10.00 per share (a “Permitted Stock Sale”) if, upon the closing of such Permitted Stock Sale FaceBank

issues and distributes to the holders of the then-outstanding holders of its capital stock a number of shares of Common Stock

equal to two times (2x) the number of shares of Common Stock that are sold in such Permitted Stock Sale (the “Distributed

Shares”), with such Distributed Shares to be distributed to the holders of the then-outstanding shares of capital stock

on a pro rata basis based on their percentage ownership of the then outstanding shares of capital stock (on an as converted to

Common Stock basis, (v) undertake any liquidation of FaceBank, (vi) undertake any bankruptcy proceeding or other form of voluntary

receivership of FaceBank, (vii) undertake any merger or acquisition transaction in which FaceBank is a constituent party or a

subsidiary of FaceBank is a constituent party, except any such merger or acquisition involving FaceBank or a subsidiary in which

the shares of capital stock of FaceBank outstanding immediately prior to such merger or acquisition continue to represent, or

are converted into or exchanged for shares of capital stock that represent, immediately following such merger or acquisition,

at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting

corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent

corporation of such surviving or resulting corporation, (viii) increase the number of members of FaceBank’s Board of Directors

to more than seven (7) or (viii) any redemption by FaceBank of any shares of Common Stock or preferred stock.

In addition, until

the earlier of such time as (i) no shares of Series AA Preferred Stock remaining issued and outstanding and (ii) the Common Stock

is listed on Nasdaq or The New York Stock Exchange, the Series AA Preferred Stock, voting as a separate class, and with each share

of Series AA Preferred Stock having one vote on such matter shall have the right to elect any replacement of any of the three

directors designated by fuboTV and added to the Board of Directors of FaceBank pursuant to the closing of the transactions as

contemplated in the Merger Agreement.

March 26, 2020, the Company amended its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as

“Series AA Convertible Preferred Stock”

pursuant to a Certificate of Designation of Series AA Convertible Preferred

Stock (the “Series AA Preferred Stock Certificate of Designation”).

FaceBank issued shares of its Series AA Convertible

Preferred Stock as consideration in the merger transaction with fuboTV pursuant to an Agreement and Plan of Merger and Reorganization

dated as of March 19, 2020 by and among FaceBank, fuboTV Acquisition Corp., a wholly-owned subsidiary of FaceBank and fuboTV.

and Security Agreement

Company and HLEE Finance S.a.r.l.

(“HLEEF”) entered into a Credit Agreement dated as of March 11, 2020 (the “Credit

Agreement”) pursuant to which HLEEF agreed to extend a revolving credit facility to the Company in an aggregate principal

amount of up to $100,000,000.

The loans under the revolving credit facility are available in four Tranches, subject to certain

conditions precedent as further described in detail in the Credit Agreement.

The interest rate on all Tranche I, Tranche II, Tranche

III and Tranche IV loans shall be equal to 10% per annum.

The maturity date of all amounts outstanding under the Credit Agreement

is March 11, 2022.

The Credit Agreement contains certain restrictions on the ability of FaceBank to incur or permit indebtedness

in excess of $50,000,000, subject to certain exceptions, to make loans in excess of $250,000 to directors or officers of FaceBank

or to any subsidiary other than fuboTV and to declare and pay any distributions, subject to certain exceptions.

In connection

with the Credit Agreement, FaceBank entered into a Security Agreement with HLEEF dated March 11, 2020 (the “HLEEF Security

Agreement”) pursuant to which FaceBank granted to HLEEF as security for the prompt and complete payment and performance

of all of the obligations under the Credit Agreement and the related promissory note, a security interest in all substantially

all assets of FaceBank.

of the date of this filing, the Company has not made any borrowings under the Credit Agreement.

Purchase Agreement

March 19, 2020, FaceBank, Merger Sub, Evolution AI Corporation (“Evolution”) and Pulse Evolution Corporation (“Pulse”

and collectively with Evolution, Merger Sub and FaceBank, the “Borrower”) and FB Loan Series I, LLC (“FB Loan”)

entered into a Note Purchase Agreement dated as of March 19, 2020 (the “Note Purchase Agreement”) pursuant to which

Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10,050,000 (the “Senior Note”).

on the Senior Note shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of fifteen

percent (15%) per annum.

On the first business day of each calendar month in which the Senior Note is outstanding, beginning on

April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior

The maturity date of the Senior Note is July 17, 2020.

The Borrower may prepay or redeem the Senior Note in whole or in

part without penalty or premium.

Senior Note is subject to mandatory prepayment in the following amounts and at the following times:

Casualty and Other Insurance Proceeds .

Within five (5) business days after any loan party or any subsidiary receives any

Major Casualty Proceeds (as defined in the Note Purchase Agreement), an amount equal to one hundred percent (100%) of such Major

Asset Disposition Proceeds .

Within five (5) business days after any loan Party or any subsidiary receives the proceeds

of any Asset Disposition (as defined in the Note Purchase Agreement), the Borrower shall prepay the Senior Note in an amount equal

to one hundred percent (100%) of the net cash proceeds of such Asset Disposition.

Financing Proceeds .

Within five (5) business days after any loan party or any subsidiary receives the proceeds of any financings

whether by the issuance of debt (other than the Specified Debt (as defined in the Note Purchase Agreement) or sale of capital

stock, the Borrower shall prepay the Senior Note in an amount equal to one hundred percent (100%) of then cash proceeds of such

Signing Date Loan Proceeds .

Within two (2) Business Days after Borrower receives payments under the Signing Date Loan Agreement,

referring to a $10 million intercompany loan between the Company and its subsidiary fuboTV as defined in the FB Loan agreements,

the Borrower shall prepay the Senior Note in an amount equal to one hundred percent (100%) of the amount of such payment.

Extraordinary Receipts .

Within five (5) business days of the receipt by any loan party or any subsidiary of any Extraordinary

Receipt (as defined in the Note Purchase Agreement), in an amount equal to the net cash

of such Extraordinary Receipt.

Senior Note is subject to optional redemption by the holder thereof upon the occurrence of any of the following events:

a Change of Control (as defined in the Note Purchase Agreement) (and concurrent with the closing of any such transaction);

a sale of all or substantially all of the Borrower and its Subsidiaries’

to the Note Purchase Agreement, Borrower agreed, among other things that:

FaceBank shall file a registration statement with the Securities and Exchange Commission regarding the purchase and sale of the

784,617 shares (the “Shares”) issued and sold pursuant to the FB Loan and any shares of capital stock issuable upon

exercise of the warrant to purchase 3,269,231 shares of Common Stock (the “Warrant”) which was issued and sold pursuant

to the FB Loan at an initial exercise price of $5.00 per share, subject to adjustment .

The consideration paid by FB Loan for

the Shares and the Warrant is the execution and delivery of the Note Purchase Agreement.

FaceBank shall have filed an application to list FaceBank’s Common Stock for trading on the NASDAQ exchange, on or before

the date that is thirty (30) days following the closing date of the Note Purchase Agreement, such date having been extended as

further detailed below;

on the closing date of the Merger, FaceBank shall cause fuboTV and each subsidiary of fuboTV to join the Note Purchase Agreement,

become an issuer of the Senior Notes and a Borrower under the Note Purchase Agreement and the related documents and assume all

obligations in connection therewith.

such time as payment in full of the Senior Note and all other related obligations under the Note Purchase Agreement, the Borrower

agreed to be subject to certain restrictions set forth in the Note Purchase Agreement with respect to (i) the incurrence of indebtedness,

(ii) the creation or existence of liens, (iii) the payment of dividends and other distributions with respect to capital stock,

(iv) the making of loans or advances, (v) the making of investments, (vi) the ability to merge, consolidate, sell or lease assets,

subject to certain customary exceptions, (vii) the creation of subsidiaries or the acquisition of minority interests in any person

or entity, (viii) the amendment of organizational documents, (ix) the entry into any agreement that would restrict the ability

to perform obligations under the Note Purchase Agreement, (x) the making of certain capital expenditures and the entry into certain

capitalized leases, (xi) the ability to engage in affiliate transactions, (xii) the creation of additional negative pledges, (xiii)

any change of fiscal year or significant change in accounting treatment, (xiv) the disposition of assets other than in the ordinary

course of business and (xv) the modification of the Merger Agreement or the Signing Date Loan Agreement.

of Default under the Note Purchase Agreement and the Senior Note include but are not limited to:

(i) the Merger not being consummated

on or before May 1, 2020, (ii) the occurrence of a Change of Control (as defined in the Note Purchase Agreement, (iii) any Collateral

Document (as defined in the Note Purchase Agreement) ceasing to be in full force and effect, (iv) the failure by Borrower to comply

with certain covenants in the Note Purchase Agreement and related documents, (v) any representation or warranty made by any loan

party in the Note Purchase Agreement or related document having been untrue when made, (vi)default in the payment of principal,

interest or fees accrued or payable in connection with the Senior Note, (vii) failure by any loan party or subsidiary to pay within

fifteen (15) days of when due any obligation exceeding $100,000, (viii) the occurrence of certain insolvency events or proceedings,

(ix) the entry of certain judgments against Borrower, (x) the suspension of trading of FaceBank’s Common Stock by the Securities

and Exchange Commission, the principal market on which it is traded or FINRA or otherwise halted for any reason, (xi) the occurrence

of an event of default under the Signing Date Loan Agreement and (xii) the occurrence of any Material Adverse Effect (as defined

in the Note Purchase Agreement).

the closing date of the sale of the Senior Note to FB Loan, Borrower paid to FB Loan as a closing fee, the amount of $2,550,000,

which FB Loan netted from the proceeds of the Senior Note.

connection with the Note Purchase Agreement and the Secured Note, the Borrowers and FB Loan entered into a Security Agreement

dated as of March 19, 2020 (the “Security Agreement”) pursuant to which the Borrowers granted, pledged and collaterally

assigned to FB Loan a security interest in substantially all the assets of Borrower as collateral for the prompt and complete

payment and performance when due of all obligations under the Note Purchase Agreement and the Secured Note.

additional security for the prompt and complete payment and performance when due of all obligations under the Note Purchase Agreement

and the Secured Note:

FaceBank and FB Loan entered into a Collateral Assignment of Loan Agreement dated as of March 19, 2020 pursuant to which FaceBank

granted to FB Loan a lien on and security interest in all of its right, title and interest in, to and under the Signing Date Loan

Agreement (the “Signing Date Loan Collateral Assignment”).

FaceBank and Merger Sub entered into a Collateral Assignment of Merger Agreement Documents dated as of March 19, 2020 with FB

Loan pursuant to which FaceBank and Merger Sub granted to FB Loan a lien on and security interest in all of its right, title and

interest in, to and under the Merger Agreement and all agreements, documents or instruments delivered in connection therewith

(the “Merger Agreement Collateral Assignment”);

the Borrowers entered into a Trademark Security Agreement dated as of March 19, 2020 pursuant to which Borrowers granted to FB

Loan a security interest in their entire right, title and interest in and to each trademark owned by Borrower together with related

goodwill and other rights and all products and proceeds of the foregoing (the “Trademark Assignment”)

to Note Purchase Agreement

April 21, 2020, the Company entered into an amendment (the “Amendment”) to the Note Purchase Agreement, dated as of

March 19, 2020 (the “Note Purchase Agreement”), by and among FaceBank, fuboTV Inc., a Delaware corporation ( f/k/a

FuboTV Acquisition Corp.) (“fuboTV”), Evolution AI Corporation (“Evolution”), a Florida corporation,

Pulse Evolution Corporation, a Nevada corporation (“Pulse”, and collectively with FaceBank, fuboTV and Evolution,

the “Borrower”), and FB Loan Series I, LLC (“FB Loan”), a Delaware limited liability company.

to the Note Purchase Agreement, the Borrower agreed, among other things that (i) FaceBank shall file a registration statement

with the U.S.

Securities and Exchange Commission (the “Commission”) regarding the purchase and sale of 784,617 shares

(the “Shares”) of FaceBank’s common stock, par value $0.0001 per share (the “Common Stock”) and

any shares of capital stock issuable upon exercise of a warrant to purchase 3,269,231 shares of Common Stock (the “Warrant

Shares”);

and (ii) FaceBank shall have filed an application to list FaceBank’s Common Stock for trading on the NASDAQ

exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement.

the Amendment, the covenants set forth in (i) and (ii) above were replaced with the following:

If FaceBank decides to register any of its securities either for its own account or the account of a security holder or holders

on any registration form (other than Form S-4 or S-8), FaceBank shall include in such registration all of the Shares and the Warrant

Shares (collectively, the “Registrable Securities”

and such registration of the Registrable Securities, a “Piggyback

Registration”);

provided, however, that if a Piggyback Registration does not occur on or prior to May 25, 2020, FaceBank

shall file a registration statement with the Commission to register the Registrable Securities and to permit or facilitate the

sale and distribution of the Registrable Securities on or prior to May 25, 2020;

FaceBank shall have initiated the process to list its capital stock for trading on a national exchange (e.g., NYSE or Nasdaq)

on or before the date that is thirty (30) days following March 19, 2020.

April 30, 2020, the Company entered into a counterpart agreement (the “Counterpart Agreement”) with AMC Networks Ventures

LLC (“AMC”) delivered pursuant to that certain Credit and Guaranty Agreement, dated as of April 6, 2018 (as amended,

restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among fuboTV Inc.,

a Delaware corporation and a wholly-owned subsidiary of FaceBank (“fuboTV”), certain subsidiaries of fuboTV, as guarantors,

the lenders from time to time party thereto, and AMC, as administrative agent and collateral agent.

to the Counterpart Agreement, FaceBank guaranteed the obligations of fuboTV under the Credit Agreement.

There is currently $23,750,000

in aggregate principal amount outstanding under the Credit Agreement.

April 30, 2020, fuboTV and Sports Rights Management, LLC, a Delaware limited liability company and wholly-owned subsidiary of

fuboTV (“SRM”), entered into a joinder agreement (the “Joinder Agreement”) in favor of FB Loan Series

I, LLC (“FB Loan”), a Delaware limited liability company, in connection with that certain Note Purchase Agreement,

dated as of March 19, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase

Agreement”), by and among FaceBank, fuboTV Acquisition Corp.), a Delaware corporation (“Merger Sub”), Evolution

AI Corporation (“Evolution”), a Florida corporation, Pulse Evolution Corporation, a Nevada corporation (“Pulse”,

and collectively with FaceBank, Merger Sub and Evolution, the “Borrowers”), and FB Loan.

The Joinder Agreement is

effective as of April 2, 2020.

to the Joinder Agreement, (a) fuboTV joined the Note Purchase Agreement, became an issuer of notes and a borrower thereunder,

assumed all obligations of the Borrowers in connection therewith, and granted a lien on substantially all of its assets to secure

its obligations under the Note Purchase Agreement and any notes issued pursuant thereto and (b) SRM guaranteed the obligations

of the Borrowers and fuboTV under the Note Purchase Agreement and any notes issued pursuant thereto and granted a security interest

in substantially all of its assets to secure its guaranty obligations.

The Borrowers have previously issued notes in an aggregate

principal amount of $10,050,000 pursuant to the Note Purchase Agreement.

April 30, 2020, in connection with the Joinder Agreement, SRM entered into a guaranty agreement (the “Guaranty Agreement”)

in favor of FB Loan, pursuant to which SRM guaranteed the obligations of Borrower under fuboTV under the Note Purchase Agreement.

The Guaranty Agreement is effective as of April 2, 2020.

The aggregate principal amount of notes issued pursuant to the Note Purchase

Agreement and currently outstanding is $10,050,000.

May 11, 2020, the Company entered into Purchase Agreements (the “Purchase Agreements”) with certain investors (the

“Investors”), pursuant to which the Company sold an aggregate of 1,058,435 shares (the “Purchased Shares”)

of the Company’s common stock at a purchase price of $7.00 per share (the “Purchase Price”), which is based

on 0.8 of the rounded 30-day trailing volume-weighted average price within three business days of the signing of the Purchase

Agreements, for an aggregate of $7,409,045.00.

In connection with the Purchase Agreements, the Company issued warrants to purchase

the Company’s common stock, each with an exercise price equal to the Purchase Price (the “Warrants”), to the

Investors to purchase, in the aggregate, 1,058,435 shares of the Company’s common stock.

There were no underwriting discounts

or commissions.

May 11, 2020, certain holders of the Series AA Convertible Preferred Stock (the “Acting Shareholders”) of the Company,

acting by written consent pursuant to Section 607.0704 of the Florida Business Corporation Act, approved a waiver of certain anti-dilution

rights under the Certificate of Designation of Series AA Convertible Preferred Stock of the Company in connection with the sale

and issuance of the Purchased Shares and the Warrants.

As of such date, the Acting Shareholders collectively held 16,270,570 shares,

or 50.34%, of the Company’s outstanding shares of Series AA Convertible Preferred Stock.

May 21, 2020, certain holders of the Company’s Series AA Convertible Preferred Stock (the “

Acting Shareholders ”),

acting by written consent pursuant to Section 607.0704 of the Florida Business Corporation Act, approved a waiver of certain anti-dilution

rights under the Certificate of Designation of Series AA Convertible Preferred Stock of the Company in connection with the sale

and issuance of an aggregate of up to 3,227,280 shares of the Company’s common stock and warrants to purchase an aggregate

of up to 3,227,280 shares of the Company’s common stock in an unregistered offering.

As of such date, the Acting Shareholders

collectively held 17,315,836 shares, or 53.57%, of the Company’s outstanding shares of Series AA Convertible Preferred Stock.

Note Prepayment and Second Amendment to Note Purchase Agreement

May 28, 2020, the Borrower delivered to FB Loan $7,500,000 in partial repayment of the Senior Note.

Also on May 28, 2020,

the parties to the Note Purchase Agreement, as amended, entered into a Consent and Second Amendment to Note Purchase Agreement

(the “Second Amendment”).

Pursuant to the terms of the Second Amendment:

FB Loan consented to the May 11,

2020 sale by the Company of capital stock for aggregate consideration in the amount of $7,409,045;

The provision requiring that following

receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount

equal to 100% of the cash proceeds of such financing, was removed;

The date by which the Company must

file a registration statement to register the Shares and the Warrant Shares was extended from May 25, 2020 to July 1, 2020.

of Evolution AI

August 8, 2018, the Company entered into a share exchange agreement to acquire 100% of Evolution AI Corporation (“EAI”),

which included EAI’s principal asset consisting of a 58% interest in Pulse Evolution Corporation (“PEC”).

Pursuant to the terms of the closing agreement, the Company became a 99.7% owner of EAI.

The Company acquired its ownership interest

in EAI by issuing 1 million shares of its Series X Convertible Preferred Stock which had an aggregate fair value of $211.5 million.

Prior to, and subsequent to the foregoing acquisition, the Company has continually and actively conducted the same business of

developing technology for virtual reality through the operations of Recall Studios, Inc., a Nevada corporation and a subsidiary

of the Company.

Further, prior to and after the foregoing acquisition, each EAI and PEC have actively conducted and continue to

conduct operations focusing on developing technology for virtual reality and virtual entertainment.

Accordingly, both before and

after the foregoing Acquisition, each the Company, EAI and PEC operated and continue to operate in the same virtual reality industry

and engaged in the foregoing acquisition to expand their presence in the industry.

Prior to the foregoing acquisition each the

Company, EAI and PEC conducted development stage operations which were material business operations and each had assets including,

but not limited to, their virtual reality and virtual entertainment technologies, were actively being developed.

Company accounted for the transaction as a business combination using the acquisition method of accounting based on ASC 805 —

Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed

at their fair value as of the date control is obtained.

The Company determined that it was the accounting acquirer under ASC 805.

This determination was primarily based on existing management of the Company retaining 4 of the 5 seats on the Board, the provisions

of the voting rights agreement entered between the Company and John Textor the principal selling stockholder of EAI, and company

management continuing to operate the business in their key roles following the business combination.

Top and Southfork Share Exchange Agreement

August 8, 2018, the Company entered into a Share Exchange Agreement (the “BTH and SV Exchange Agreement”) with Brick

Top Holdings, Inc.

a Florida corporation (“Brick Top”) owned by Alexander Bafer and Southfork Ventures, Inc.

corporation (“Southfork”) owned by Chris Leone, the Company’s then Chief Operating Officer and Director, pursuant

to which the Company agreed to acquire up to all of the shares of Series A preferred stock of the Company held by Brick Top and

Southfork, in exchange for the issuance of shares of Company common stock to Brick Top and Southfork.

The closing of the share

exchange contemplated by the BTH and SV Exchange Agreement occurred on August 8, 2018.

On such date, the Company issued (i) 2,725,000

shares of Company common stock in exchange for receipt of 3,750,000 shares of Series A preferred shares from Brick Top, and (ii)

908,333 shares of Company common stock in exchange for receipt of 1,250,000 shares of Series A preferred shares from Southfork.

This transaction was structured to simplify the capital structure of the Company, and to ensure voting rights were proportional

and equitable among all shareholders after the EAI acquisition was completed.

of S&G Holdings

June 15, 2017, Recall Studios, Inc.

entered into a Purchase and Sale Agreement (the “Agreement”) with Metropolitan

Sound + Vision LLC (Metro), a South Carolina limited liability company.

Pursuant to the Agreement, the Company agreed to sell

to Metro all of the shares of common stock of S&G Holdings, Inc.

(“S&G”), a Tennessee corporation doing business

as High Five Entertainment owned by the Company, which constituted 75% of the issued and outstanding shares of S&G (the “Transaction”).

Pursuant to the Agreement, at the closing of the Transaction, the Company delivered to Metro 100% of the issued and outstanding

shares of common stock of S&G owned by the Company, and Metro was required to pay for such stock as follows:

an initial payment

of $10,000 at the closing, and thereafter, at the end of each fiscal quarter, beginning at the end the third fiscal quarter of

2017, Metro agreed to pay the Company 5% of gross revenues collected during each quarter by Metro via the exploitation of S&G’s

assets, up to a lifetime maximum of $590,000.

The Agreement required Metro to use its best professional efforts to generate revenue

from the exploitation of S&G’s assets, and if the Company has not received a total of at least $265,000 of the $590,000

lifetime maximum purchase price from Metro before July 1, 2022, the Company has the right to repurchase the stock and assets of

the S&G from Metro for $10,000 .

Both prior and after the Transaction, the Company has continually and actively conducted the same business of developing

technology for virtual reality through the operations of Recall Studios, Inc., a Nevada corporation and a subsidiary of the Company.

Risk Factors.

required for smaller reporting companies.

Unresolved Staff Comments.

Gaming authorities have broad authority to, subject to certain administrative procedural requirements, deny

an application, or limit, condition, revoke or suspend any license or approval issued by them, or demand that named individuals

or shareholders be disassociated from a gaming business.

Various events may trigger revocation of such a gaming license or another

form of sanction which may vary by jurisdiction.

Examples of such events include, without limitation, conviction of certain persons

with an interest in, or key personnel of, the licensee of an offense that is punishable by imprisonment or may otherwise cast

doubt on such person’s integrity;

failure without reasonable cause to comply with any material term or condition of the

gaming license;

obtaining the gaming license by a materially false or misleading representation or in some other improper way;

or violation of an applicable gaming law or regulation or other law or regulation, such as anti-money laundering or terrorist

financing laws or regulations.

For additional information about the impact of gaming regulations on our business, see “Risk

Factors—

Risks Related to Our Products and Technologies”

and “Risk Factors –

Risks Related to Regulation”

in Part I, Item 1A in this Annual Report on Form 10-K.

were incorporated in 2009 as a Florida corporation under the name York Entertainment, Inc., and on August 10, 2020, our name was

changed to fuboTV Inc.

fuboTV Sub was incorporated in 2014 as a Delaware corporation.

Our principal executive offices are located

at 1330 Avenue of the Americas, New York, New York 10010, and our telephone number is (212)

Our website address is at https://fubo.tv .

Information contained on, or that can be accessed through,

our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider information on

our website to be part of this Annual Report on Form 10-K.

Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant

to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are filed with the SEC.

reports and other information filed by us with the SEC are available free of charge on our website at https://ir.fubo.tv

when such reports are available on the SEC’s website.

The SEC maintains an internet site that contains reports, proxy and

information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The information

contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing.

our references to website URLs are intended to be inactive textual references only.

announce material information to the public through filings with the SEC, the investor relations page on our website, press releases,

our Twitter account (@fuboTV), our Facebook page, our LinkedIn page, public conference calls, and webcasts in order to achieve

broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation

We encourage investors, the media, and others to follow the channels listed above and to review the information disclosed

through such channels.

Any updates to the list of disclosure channels through which we will announce information will be posted

on the investor relations page on our website.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business