What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-01 compared with 2021-03-25 · 1857 added, 1690 removed, 202 unchanged (95% of the section changed)

Risk Factors.

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.

should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual

Report on Form 10-K, including our consolidated financial statements and related notes and the section titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

Our business, financial condition, results of

operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not

believe are material.

If any of the risks actually occur, our business, financial condition, results of operations, and prospects

could be adversely affected.

In that event, the market price of our common stock could decline, and you could lose part or all

of your investment.

Factors Summary

risks that may affect our business, operating results and financial condition include, but are not limited to, the following:

actual operating results may differ significantly from our guidance.

may require additional capital to meet our financial obligations and support planned

business growth, and this capital might not be available on acceptable terms or at all.

have incurred operating losses in the past, expect to incur operating losses in the future

and may never achieve or maintain profitability.

revenue and gross profit are subject to seasonality, and if subscriber behavior during

certain seasons falls below our expectations, our business may be harmed.

operating results may fluctuate, which makes our results difficult to predict.

our efforts to attract and retain subscribers are not successful, our business will be

adversely affected.

Our agreements with distribution partners contain parity obligations

which limit our ability to pursue unique partnerships.

content providers refuse to license streaming content or other rights upon terms acceptable

to us, our business could be adversely affected.

content providers impose a number of restrictions on how we distribute and market our

products and services, which can adversely affect our business.

rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of

our service, and any disruption of or interference with our use of Google Cloud Platform

and/or Amazon Web Services would impact our operations and our business would be adversely

we fail to comply with the reporting obligations of the Exchange Act, our business, financial

condition, and results of operations, and investors’

confidence in us, could be

materially and adversely affected.

key metrics and other estimates are subject to inherent challenges in measurement, and

real or perceived inaccuracies in those metrics may seriously harm and negatively affect

our reputation and our business.

streaming is highly competitive and many companies, including large technology and entertainment

companies, TV brands, and service operators, are actively focusing on this industry.

If we fail to differentiate ourselves and compete successfully with these companies,

it will be difficult for us to attract or retain subscribers and our business will be

gaming industry is heavily regulated and our failure to obtain or maintain applicable

licensure or approvals, or otherwise comply with applicable requirements, could be disruptive

to our business and could adversely affect our operations.

products and services related to sports betting will cause our business to become subject

to a variety of related U.S.

and foreign laws, many of which are unsettled and still

developing, and which could subject us to claims or otherwise harm our business.

The violation of any such laws, any adverse change in any such laws or their interpretation,

or the regulatory climate applicable to these contemplated products and services, or

changes in tax rules and regulations or interpretation thereof related to these contemplated

products and services, could adversely impact our ability to operate our business as

we seek to operate in the future, and could have a material adverse effect on our financial

condition and results of operations.

anticipated participation in the sports betting industry may expose us to risks to which

we have not previously been exposed, including risks related to trading, liability management,

pricing risk, payment processing, palpable errors, and reliance on third-party sports

data providers for real-time and accurate data for sporting events, among others.

may experience lower than expected profitability and potentially significant losses as

a result of a failure to determine accurately the odds in relation to any particular

event and/or any failure of its sports risk management processes.

the technology we use in operating our business fails, is unavailable, or does not operate

to expectations, our business and results of operation could be adversely impacted.

shareholders will be subject to extensive governmental oversight, and if a shareholder

is found unsuitable by a gaming authority, that shareholder may not be able to beneficially

own, directly or indirectly, certain of our securities.

government regulations relating to the Internet or other areas of our business change,

we may need to alter the manner in which we conduct our business and we may incur greater

operating expenses.

are subject to a number of legal requirements and other obligations regarding privacy,

security, and data protection, and any actual or perceived failure to comply with these

requirements or obligations could have an adverse effect on our reputation, business,

financial condition and operating results.

Any significant interruptions, delays or discontinuations

in service or disruptions in or unauthorized access to our computer systems or those

of third parties that we utilize in our operations, including those relating to cybersecurity

or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized

disclosure of data, including subscriber and corporate information, or theft of intellectual

property, including digital content assets, which could adversely impact our business.

are subject to taxation-related risks in multiple jurisdictions.

could be subject to claims or have liability based on defects with respect to certain

historical corporate transactions that were not properly authorized or documented.

proceedings could cause us to incur unforeseen expenses and could occupy a significant

amount of our management’s time and attention.

impact of worldwide economic conditions may adversely affect our business, operating

results, and financial condition.

should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including our condensed consolidated financial statements and related notes and the section titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations,

or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected.

In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Annual Report also contains forward-looking statements that involve risks and uncertainties.

See “Forward-Looking

Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements

as a result of certain factors, including those set forth below.

Related to Our Financial Position and Capital Needs

2 unchanged sentences

Our net loss for the year ended December 31, 2021 was $383.0 million.

If our revenue and

gross profit do not grow at a greater rate than our operating expenses, we will not be able to achieve and maintain profitability.

A number of our operating expenses, including expenses related to streaming content obligations, are fixed.

If we are not able

to either reduce these fixed obligations or other expenses or maintain or grow our revenue, our near-term operating losses may

Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays and other

factors that may result in losses in future periods.

If our expenses exceed our revenue, we may never achieve or maintain profitability

and our business may be harmed.

may require additional capital to meet our financial obligations and support planned business growth, and this capital might not

be available on acceptable terms or at all.

intend to continue to make significant investments to support planned business growth and may require additional funds to respond

to business challenges, including the need to enhance our platform, improve our operating infrastructure or acquire complementary

businesses, personnel and technologies.

We expect our operating

expenses to increase in the future as we continue to expand our operations.

If our revenue and gross profit do not grow at a greater

rate than our operating expenses, we will not be able to achieve and maintain profitability.

A number of our operating expenses, including

expenses related to streaming content obligations, are fixed.

If we are not able to either reduce these fixed obligations or other expenses

or maintain or grow our revenue, our near-term operating losses may increase.

Additionally, we may encounter unforeseen operating or

legal expenses, difficulties, complications, delays and other factors that may result in losses in future periods.

If our expenses exceed

our revenue, we may never achieve or maintain profitability and our business may be harmed.

may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available

on acceptable terms or at all.

intend to continue to make significant investments to support planned business growth and may require additional funds to respond to

business challenges, including the need to develop new features or enhance our existing platform, products and services, expand into

additional markets around the world, improve our operating infrastructure or acquire complementary businesses, personnel and technologies.

Accordingly, we may need to secure additional funds.

If we raise additional funds through

future issuances of equity or convertible debt securities, our then existing shareholders could suffer significant dilution, and

any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

If we raise additional funds through future issuances of equity or convertible debt

securities, including pursuant to our shelf registration statement on Form S-3, our then existing shareholders could suffer significant

dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common

Any debt financing we secure could involve restrictive covenants relating to our capital raising activities and other financial

and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities,

including potential acquisitions.

If we were to violate the restrictive covenants, we could incur penalties, increased expenses

and an acceleration of the payment terms of our outstanding debt, which could in turn harm our business.

and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including

potential acquisitions.

If we were to violate the restrictive covenants, we could incur penalties, increased expenses and an acceleration

of the payment terms of our outstanding debt, which could in turn harm our business.

may not be able to obtain additional financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing

or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond

to business challenges could be significantly impaired, and our business may be harmed.

If we are unable to obtain adequate financing or

financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business

challenges could be significantly impaired, and our business may be harmed.

revenue and gross profit are subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations,

1 unchanged sentence

variations in subscriber and marketing behavior significantly affect our business.

We have previously experienced, and expect

to continue to experience, effects of seasonal trends in subscriber behavior due to the seasonal nature of sports.

Additionally,

increased Internet usage and sales of streaming service subscriptions during the fourth quarter of each calendar year affect our

We also may experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser

demand during the holiday season, but also incur greater marketing expenses as we attempt to attract new subscribers to our platform.

In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall economic

conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety

We have previously experienced, and expect to continue

to experience, effects of seasonal trends in subscriber behavior due to the seasonal nature of sports.

We generate significantly higher

levels of revenue and subscriber additions in the third and fourth quarters of the year, driven primarily by sports leagues, specifically

the National Football League.

Our operating results may also be affected by the scheduling of major sporting events that do not occur

annually, such as the World Cup or Olympic Games, or the cancellation or postponement of sporting events and races.

We also experience

higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season, but, on the other hand, also incur greater marketing expenses as we attempt to attract new subscribers to

our platform.

In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall

economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety

of other factors, many of which are outside our control.

the seasonal nature of our subscriptions, accurate forecasting is critical to our operations.

We anticipate that this seasonal

impact on revenue and gross profit is likely to continue, and any shortfall in expected revenue, due to macroeconomic conditions,

a decline in the effectiveness of our promotional activities, actions by our competitors, or for any other reason, would cause

our results of operations to suffer significantly.

A substantial portion of our expenses are personnel-related and include salaries,

stock-based compensation and benefits that are not seasonal in nature.

Accordingly, in the event of a revenue shortfall, we would

be unable to mitigate the negative impact on margins, at least in the short term, and our business would be harmed.

anticipate similar trends and user behavior for our recently launched Fubo Sportsbook given the seasonal nature of sports as described

given the seasonal nature of our business, accurate forecasting is critical to our operations.

We anticipate that this seasonal impact

on revenue and gross profit is likely to continue, and any shortfall in expected revenue due to macroeconomic conditions, a decline in

the effectiveness of our promotional activities, actions by our competitors, or for any other reason, would cause our results of operations

to suffer significantly.

A substantial portion of our expenses are personnel-related and include salaries, stock-based compensation and

benefits that are not seasonal in nature.

Accordingly, in the event of a revenue shortfall, we would be unable to mitigate the negative

impact on margins, at least in the short term, and our business would be harmed.

might not be able to utilize a significant portion of our net operating loss carryforwards.

of December 31, 2019, fuboTV Pre-Merger had federal net operating loss carryforwards of approximately $375.8 million, a

portion of which will, if not used, expire at various dates.

Under legislation enacted in 2017, informally titled the Tax Cuts

and Jobs Act, as modified by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, federal net operating

losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating

losses in tax years beginning after December 31, 2020 is limited.

of December 31, 2021, we had federal net operating loss carryforwards of approximately $811.3 million, a portion of which will

expire at various dates if not used prior to such dates.

Under legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act,

as modified by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, federal net operating losses incurred in

2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses in tax years

beginning after December 31, 2020 is limited.

Other limitations may apply for state tax purposes.

addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions

of state law, if a corporation undergoes an “ownership change,”

which is generally defined as a greater than 50% change,

by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating

loss carryforwards to offset its post-change income may be limited.

We have experienced ownership changes in the past, and therefore

a portion of our net operating loss carryforwards are subject to an annual limitation under Section 382 of the Code.

we may experience ownership changes in the future as a result of subsequent changes in our stock ownership, including as a result

of conversions of the 2026 Notes, some of which may be outside of our control.

A past or future ownership change that materially

limits our ability to use our historical net operating loss and tax credit carryforwards may harm our future operating results

by effectively increasing our future tax obligations.

financial condition and results of operations could be adversely affected if we do not effectively manage our current or future

of December 31, 2020, we had $29.2 million of outstanding indebtedness on a consolidated basis which included approximately $20.0

million of indebtedness to AMC Networks Ventures LLC, which is secured by a lien on substantially all of the assets of fuboTV

$4.7 million principal outstanding under the Payment Protection Program Loan (the “PPP Loan”) with JPMorgan Chase

Bank, N.A., and other notes outstanding with an aggregate principal of approximately $4.5 million.

In the first quarter of 2021,

the PPP Loan was paid off in full.

outstanding indebtedness, which could adversely affect our ability to take advantage of corporate opportunities and could adversely

affect our business, financial condition, and results of operations.

ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements,

or other purposes may be limited, or financing may be unavailable;

substantial portion of our cash flows must be dedicated to the payment of principal and interest on our indebtedness and other

obligations and will not be available for use in our business;

of liquidity could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which

debt obligations will make us more vulnerable to changes in general economic conditions and/or a downturn in our business,

thereby making it more difficult for us to satisfy our obligations;

we fail to make required debt payments or to comply with other covenants in our debt agreements, we would be in default under

the terms of these agreements, which could permit our creditors to accelerate repayment of the debt and could cause cross-defaults

under other debt agreements.

we incur any additional debt, the related risks that we and our subsidiaries face could intensify.

we may be in non-compliance with the terms of certain of our other debt instruments.

To the extent we are in non-compliance with

the terms of such debt instruments, we may be required to make payments to the holders of such instruments, those holders may

be entitled to the issuance of stock by us, and the holders of such stock may be entitled to registration or other investor rights.

our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay

our substantial indebtedness.

addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of

state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by

value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards

to offset its post-change income may be limited.

We have experienced ownership changes in the past, and therefore a portion of our net

operating loss carryforwards are subject to an annual limitation under Section 382 of the Code.

In addition, we may experience ownership

changes in the future as a result of subsequent changes in our stock ownership, including as a result of conversions of the 2026 Convertible

Notes, some of which may be outside of our control.

A past or future ownership change that materially limits our ability to use our historical

net operating loss and tax credit carryforwards may harm our future operating results by effectively increasing our future tax obligations.

financial condition and results of operations could be adversely affected if we do not effectively manage our current or future debt.

of December 31, 2021, we had $408.9 million of outstanding indebtedness on a consolidated basis which included $402.5 million

of convertible notes and other notes outstanding with an aggregate principal of approximately $6.4 million.

obligations related to our outstanding or any future indebtedness could adversely affect our ability to take advantage of corporate opportunities,

which could adversely affect our business, financial condition, and results of operations, including, but not limited to, the following:

ability to obtain any necessary financing in the future for working capital, capital expenditures,

debt service requirements, or other purposes may be limited, or financing may be unavailable;

substantial portion of our cash flows must be dedicated to the payment of principal and interest

on our indebtedness and other obligations and will not be available for use in our business;

of liquidity could limit our flexibility in planning for, or reacting to, changes in our

business and the markets in which we operate;

debt obligations will make us more vulnerable to changes in general economic conditions and/or

a downturn in our business, thereby making it more difficult for us to satisfy our obligations;

we fail to make required debt payments or to comply with other covenants in our debt agreements,

we would be in default under the terms of these agreements, which could permit our creditors

to accelerate repayment of the debt and could cause cross-defaults under other debt agreements.

may also incur additional indebtedness to meet future financing needs.

If we incur any additional debt, the related risks that we and

our subsidiaries face could intensify.

we may in the future be in non-compliance with the terms of certain of our other debt instruments.

To the extent we are in non-compliance

with the terms of such debt instruments, we may be required to make payments to the holders of such instruments, those holders may be

entitled to the issuance of stock by us, and the holders of such stock may be entitled to registration or other investor rights.

our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial

indebtedness.

ability to make scheduled payments of the principal and interest when due, or to refinance our borrowings under our debt agreements,

will depend on our future performance and our ability to raise further equity financing, which is subject to economic, financial,

competitive and other factors beyond our control.

Our business may not continue to generate cash flow from operations in the future

sufficient to both (i) satisfy our existing and future obligations to our creditors and (ii) allow us to make necessary capital

expenditures.

If we are unable to generate such cash flow or raise further equity financing, we may be required to adopt one or

more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining

additional equity capital on terms that may be onerous or highly dilutive.

We may need or desire to refinance our existing indebtedness,

and there can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms, if at

Our ability to refinance the term loans or existing or future indebtedness will depend on the capital markets and our financial

condition at such time.

We may not be able to engage in any of these activities or engage in these activities on desirable terms,

which could result in a default on our current or future debt agreements.

will depend on our future performance and our ability to raise further equity financing, which is subject to economic, financial, competitive

and other factors beyond our control.

Our business may not continue to generate cash flow from operations in the future sufficient to

both (i) satisfy our existing and future obligations to our creditors and (ii) allow us to make necessary capital expenditures.

are unable to generate such cash flow or raise further equity financing, we may be required to adopt one or more alternatives, such as

reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms

that may be onerous or highly dilutive.

We may need or desire to refinance our existing indebtedness, and there can be no assurance that

we will be able to refinance any of our indebtedness on commercially reasonable terms, if at all.

Our ability to refinance existing or

future indebtedness will depend on the capital markets and our financial condition at such time.

We may not be able to engage in any

of these activities or engage in these activities on desirable terms, which could result in a default on our current or future debt agreements.

operating results may fluctuate, which makes our results difficult to predict.

revenue and operating results could vary significantly from quarter-to-quarter and year-to-year because of a variety of factors,

many of which are outside of our control.

As a result, comparing our operating results on a period-to-period basis may not be

In addition to other risk factors discussed herein, factors that may contribute to the variability of our quarterly

and annual results include:

ability to retain our current subscriber base and increase our number of subscribers;

ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us,

revenue and operating results could vary significantly from quarter-to-quarter and year-to-year because of a variety of factors, many

of which are outside of our control and may not fully reflect the underlying performance of our business.

As a result, comparing our

operating results on a period-to-period basis may not be meaningful.

In addition to other risk factors discussed herein, factors that

may contribute to the variability of our quarterly and annual results include:

ability to retain and grow our subscriber base, as well as increase engagement among new

and existing subscribers;

ability to maintain effective pricing practices, in response to the competitive markets in

which we operate or other macroeconomic factors, such as inflation or increased taxes;

addition or loss of popular content or channels, including our ability to enter into new

content deals or negotiate renewals with our content providers on terms that are favorable

to us, or at all;

ability to effectively manage our growth;

ability to attract and retain existing advertisers;

effects of increased competition in our business;

ability to keep pace with changes in technology and our competitors;

cyclical or other shifts in revenue and expenses;

revenue mix, which drives gross profit;

entrance of new competitors or competitive products or services, whether by established or

new companies;

ability to keep pace with changes in technology and our competitors, and the timing of the

launch of new or updated products, content or features;

● interruptions

in service, whether or not we are responsible for such interruptions, and any related impact on our reputation;

ability to pursue and appropriately time our entry into new geographic or content markets and, if pursued, our management

of this expansion;

in service, whether or not we are responsible for such interruptions, and any related impact

on our reputation;

ability to pursue and appropriately time our entry into new geographic or content markets

and, if pursued, our management of this expansion;

associated with defending any litigation, including intellectual property infringement litigation;

4 unchanged sentences

While we assess our quarterly

and annual guidance and update such guidance when we think it is appropriate, unanticipated future volatility can cause actual

results to vary significantly from our guidance, even where that guidance reflects a range of possible results.

and annual guidance and update such guidance when we think it is appropriate, unanticipated future volatility can cause actual results

to vary significantly from our guidance, even where that guidance reflects a range of possible results.

we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.

rapid growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure.

In order to attain and maintain profitability, we will need to recruit, integrate, and retain skilled and experienced personnel who can

demonstrate our value proposition to subscribers, advertisers, and business partners and who can increase the monetization of our platform.

Continued growth could also strain our ability to maintain reliable service levels for our customers, effectively monetize the content

streamed, develop and improve our operational and financial controls, and recruit, train, and retain highly skilled personnel.

systems do not evolve to meet the increased demands placed on us by an increasing number of advertisers, we also may be unable to meet

our obligations under advertising agreements with respect to the delivery of advertising or other performance obligations.

As our operations

grow in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure, which will require significant

expenditures and allocation of valuable technical and management resources.

If we fail to maintain efficiency and allocate limited resources

effectively in our organization as it grows, our business, operating results, and financial condition may suffer.

are expanding our operations internationally, and as our international offering evolves, we are managing and adjusting our business to

address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and streaming video, as

well as differing legal and regulatory environments.

have experienced rapid growth rates in both the number of subscribers on our platform and revenue over the last few years.

larger and increase our subscriber base and usage, we expect it will become increasingly difficult to maintain the rate of growth we

currently experience.

Related to Our Relationships with Content Providers, Customers and Other Third Parties

long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity

and results of operations.

long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and

results of operations.

connection with licensing streaming content, we typically enter into multi-year agreements with content providers.

These agreements

have sometimes required us to pay minimum license fees for content that are not tied to subscriber usage or the size of our subscriber

Given the multiple-year duration and sometimes fixed cost nature of content commitments, if subscriber acquisition and retention

do not meet our expectations, our margins may be adversely impacted, and we may not be in a position to make the minimum guarantee

payments required under certain content licenses.

We have already failed to make minimum guarantee payments to certain key programmers

and may not be in a position to make similar payments in the future.

If we do not make these payments, then we may lose access

to such content, which in turn may further depress subscriber acquisition or retention, cause other programmers to exercise termination

rights due to the content mix available through our service, or impact our ability to obtain content from other programmers.

terms for certain content commitments, such as content we directly produce, will typically require more up-front cash payments

than other content licenses or arrangements whereby we do not fund the production of such content.

These agreements have

sometimes required us to pay minimum license fees for content that are not tied to subscriber usage or the size of our subscriber base.

Given the multiple-year duration and sometimes fixed cost nature of content commitments, if subscriber acquisition and retention do not

meet our expectations, our margins may be adversely impacted, and we may not be in a position to make the minimum guarantee payments

required under certain content licenses.

In the past, we have failed to make minimum guarantee payments to certain key programmers and

may not be in a position to make similar payments in the future.

If we do not make these payments, then we may lose access to such content,

which in turn may further depress subscriber acquisition or retention, cause other programmers to exercise termination rights due to

the content mix available through our service, or impact our ability to obtain content from other programmers.

also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated

with these productions such as non-cancelable commitments under talent agreements.

Payment terms for certain content commitments, such

as content we directly produce, will typically require more up-front cash payments than other content licenses or arrangements whereby

we do not fund the production of such content.

the extent subscriber and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely

affected as a result of content commitments and payment requirements of certain agreements.

In addition, the long-term and fixed

cost nature of certain of our commitments may limit our flexibility in planning for, or reacting to changes in our business and

the market segments in which we operate.

If we license and/or produce content that is not favorably received by consumers in a

territory, or is unable to be shown in a territory, acquisition and retention may be adversely impacted and given the long-term

and fixed cost nature of certain of our content commitments, we may not be able to adjust our content offering quickly and our

results of operations may be adversely impacted.

In addition, the long-term and fixed cost

nature of certain of our commitments may limit our flexibility in planning for or reacting to changes in our business and the market

segments in which we operate.

If we license and/or produce content that is not favorably received by consumers in a territory, or is

unable to be shown in a territory, acquisition and retention may be adversely impacted and given the long-term and fixed cost nature

of certain of our content commitments, we may not be able to adjust our content offering quickly and our results of operations may be

adversely impacted.

results may be adversely affected if long-term content contracts are not renewed on sufficiently favorable terms.

enter into long-term contracts for both the acquisition and the distribution of media content, including contracts for the acquisition

of content rights for sporting events and other programs.

As these contracts expire, we must renew or renegotiate the contracts, and

if we are unable to renew them on acceptable terms, we may lose content rights or distribution rights.

Even if these contracts are renewed,

the cost of obtaining content rights may increase (or increase at faster rates than our historical experience).

Moreover, our ability

to renew these contracts on favorable terms may be affected by consolidation in the market for content distribution, the entrance of

new participants in the market for distribution of content on digital platforms and the impacts of COVID-19.

With respect to the acquisition

of content rights, particularly sports content rights, the impact of these long-term contracts on our results over the term of the contracts

depends on a number of factors, including the strength of advertising markets, subscription levels and rates for content, effectiveness

of marketing efforts and the size of viewer audiences.

There can be no assurance that revenues from content based on these rights will

exceed the cost of the rights plus the other costs of producing and distributing the content.

we fail to obtain or maintain popular content, we may fail to retain existing subscribers and attract new subscribers.

have invested a significant amount of time to cultivate relationships with our content providers;

however, such relationships

may not continue to grow or yield further financial results.

We must continuously maintain existing relationships and identify

and establish new relationships with content providers to provide popular content.

In order to remain competitive, we must consistently

meet user demand for popular streaming channels and content.

If we are not successful in maintaining channels on our platform

that attract and retain a significant number of subscribers, or if we are not able to do so in a cost-effective manner, our business

will be harmed.

however, such relationships may not

continue to grow or yield further financial results.

We must continuously maintain existing relationships and identify and establish

new relationships with content providers to provide popular content.

In order to remain competitive, we must consistently meet customer

demand for popular streaming channels and content, particularly as we enter new markets, including international markets.

If we are not

successful in maintaining channels on our platform that attract and retain a significant number of subscribers, or if we are not able

to do so in a cost-effective manner, our business will be harmed.

enter into agreements with our content providers, which have varying terms and conditions, including expiration dates.

Upon expiration

of these agreements, we are required to re-negotiate and renew them in order to continue providing content from these providers on our

streaming platform.

We have in the past been unable, and in the future may not be able, to reach a satisfactory agreement with certain

content providers before our existing agreements have expired.

If we are unable to renew such agreements on a timely basis on mutually

agreeable terms, we may be required to temporarily or permanently remove certain channels from our streaming platform.

The loss of such

channels from our streaming platform for any period of time may harm our business.

More broadly, if we fail to maintain our relationships

with the content providers on terms favorable to us, or at all, or if these content providers face problems in delivering their content

across our platform, we may lose channel partners or subscribers and our business may be harmed.

our efforts to attract and retain subscribers are not successful, our business will be adversely affected.

have experienced significant subscriber growth over the past several years.

Our ability to continue to attract subscribers will

depend in part on our ability to consistently provide our subscribers with compelling content choices and effectively market our

Furthermore, the relative service levels, content offerings, pricing and related features of our competitors may adversely

impact our ability to attract and retain subscribers.

In addition, many of our subscribers re-join our platform or originate from

word-of-mouth referrals from existing subscribers.

If our efforts to satisfy our existing subscribers are not successful, we may

not be able to attract subscribers, and as a result, our ability to maintain and/or grow our business will be adversely affected.

If consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing features,

adjust pricing or platform offerings, or change the mix of content in a manner that is not favorably received by them, we may

not be able to attract and retain subscribers.

Subscribers cancel their subscription for many reasons, including due to a perception

that they do not use the platform sufficiently, the need to cut household expenses, availability of content is unsatisfactory,

competitive services provide a better value or experience and customer service issues are not satisfactorily resolved.

continually add new subscriptions both to replace cancelled subscriptions and to grow our business beyond our current subscription

While we permit multiple subscribers within the same household to share a single account for non-commercial purposes, if

account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely impacted.

If we do not grow as expected, given, in particular, that our content costs are largely fixed in nature and contracted over several

years, we may not be able to adjust our expenditures or increase our (per subscriber) revenues commensurate with the lowered growth

rate such that our margins, liquidity and results of operations may be adversely impacted.

If we are unable to successfully compete

with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our business will

be adversely affected.

Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly

higher marketing expenditures than we currently anticipate replacing these subscribers with new subscribers.

Our ability to continue to attract subscribers will depend

in part on our ability to consistently provide our subscribers with compelling content choices and effectively market our platform.

the relative service levels, content offerings, pricing and related features of our competitors may adversely impact our ability to attract

and retain subscribers.

In addition, many of our subscribers re-join our platform or originate from word-of-mouth referrals from existing

If our efforts to satisfy our existing subscribers are not successful, we may not be able to attract subscribers, and as

a result, our ability to maintain and/or grow our business will be adversely affected.

consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing features, adjust

pricing or platform offerings, or change the mix of content in a manner that is not favorably received by them, we may not be able to

attract and retain subscribers.

Subscribers cancel their subscription for many reasons, including due to a perception that they do not

use the platform sufficiently, the need to cut household expenses, availability of content is unsatisfactory, competitive services provide

a better value or experience and customer service issues are not satisfactorily resolved.

We must continually add new subscriptions both

to replace cancelled subscriptions and to grow our business beyond our current subscription base.

While we permit multiple subscribers

within the same household to share a single account for non-commercial purposes, if account sharing is abused, our ability to add new

subscribers may be hindered and our results of operations may be adversely impacted.

If we do not grow as expected, given, in particular,

that our content costs are largely fixed in nature and contracted over several years, we may not be able to adjust our expenditures or

increase our (per subscriber) revenues commensurate with the lowered growth rate such that our margins, liquidity and results of operations

may be adversely impacted.

If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers

and attracting new subscribers, our business will be adversely affected.

Further, if excessive numbers of subscribers cancel our service,

we may be required to incur significantly higher marketing expenditures than we currently anticipate replacing these subscribers with

new subscribers.

agreements with distribution partners contain parity obligations which limit our ability to pursue unique partnerships.

agreements with certain distribution partners contain obligations which require us to offer them the same technical features,

content, pricing and packages that we make available to our other distribution partners and also require us to provide parity

in the marketing of the availability of our application across our distribution partners.

These parity obligations may limit our

ability to pursue technological innovation or partnerships with individual distribution partners and may limit our capacity to

negotiate favorable transactions with different partners or otherwise provide improved products and services.

As our technical

feature developments progress at varying speeds and at different times with different distribution partners, we currently offer

some enhanced technical features on distribution platforms that we do not make available on other distribution platforms, which

limits the quality and uniformity of our offering to all consumers across our distribution platforms.

In addition, delays in technical

developments across our distribution partners puts us at risk of breaching our parity obligations with such distribution platforms,

which threatens the certainty of our agreements with distribution partners.

agreements with certain distribution partners contain obligations which require us to offer them the same technical features, content,

pricing and packages that we make available to our other distribution partners and also require us to provide parity in the marketing

of the availability of our application across our distribution partners.

These parity obligations may limit our ability to pursue technological

innovation or partnerships with individual distribution partners and may limit our capacity to negotiate favorable transactions with

different partners or otherwise provide improved products and services.

As our technical feature developments progress at varying speeds

and at different times with different distribution partners, we currently offer some enhanced technical features on distribution platforms

that we do not make available on other distribution platforms, which limits the quality and uniformity of our offering to all consumers

across our distribution platforms.

In addition, delays in technical developments across our distribution partners puts us at risk of

breaching our parity obligations with such distribution platforms, which threatens the certainty of our agreements with distribution

we are unable to maintain an adequate supply of ad inventory on our platform, our business may be harmed.

may fail to attract content providers that generate sufficient ad content hours on our platform and continue to grow our video

ad inventory.

may fail to attract content providers that generate sufficient ad content hours on our platform and continue to grow our video ad inventory.

Our business model depends on our ability to grow video ad inventory on our platform and sell it to advertisers.

We grow ad inventory by adding and retaining content providers on our platform with ad-supported channels that we can monetize.

If we are unable to grow and maintain a sufficient supply of quality video advertising inventory at reasonable costs to keep up

with demand, our business may be harmed.

We grow ad inventory

by adding and retaining content providers on our platform with ad-supported channels that we can monetize.

If we are unable to grow and

maintain a sufficient supply of quality video advertising inventory at reasonable costs to keep up with demand, our business may be harmed.

operate in a highly competitive industry, and we compete for advertising revenue with other internet streaming platforms and services,

as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and Internet radio.

We may not be

successful in maintaining or improving our fill-rates or cost per thousand (“CPMs”).

We may not be successful

in maintaining or improving our fill-rates or cost per thousand (“CPMs”).

competitors offer content and other advertising mediums that may be more attractive to advertisers than our TV streaming platform.

These competitors are often very large and have more advertising experience and financial resources than we do, which may adversely

affect our ability to compete for advertisers and may result in lower revenue and gross profit from advertising.

If we are unable

to increase our advertising revenue by, among other things, continuing to improve our platform’s data capabilities to further

optimize and measure advertisers’

campaigns, increase our advertising inventory and expand our advertising sales team and

programmatic capabilities, our business and our growth prospects may be harmed.

We may not be able to compete effectively or adapt

to any such changes or trends, which would harm our ability to grow our advertising revenue and harm our business.

content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely

ability to provide our subscribers with content they can watch depends on content providers and other rights holders licensing

rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of

music contained within the content we distribute.

The license periods and the terms and conditions of such licenses vary, and

we may be operating outside the terms of some of our current licenses.

As content providers develop their own streaming services,

they may be unwilling to provide us with access to certain content, including popular series or movies.

If the content providers

and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability

to stream content to our subscribers may be adversely affected and/or our costs could increase.

Because of these provisions as

well as other actions we may take, content available through our service can be withdrawn on short notice.

As competition increases,

we see the cost of certain programming increase.

competitors are often very large and have more advertising experience and financial resources than we do, which may adversely affect

our ability to compete for advertisers and may result in lower revenue and gross profit from advertising.

If we are unable to increase

our advertising revenue by, among other things, continuing to improve our platform’s data capabilities to further optimize and

measure advertisers’ campaigns, increase our advertising inventory and expand our advertising sales team and programmatic capabilities,

our business and our growth prospects may be harmed.

We may not be able to compete effectively or adapt to any such changes or trends,

which would harm our ability to grow our advertising revenue and harm our business.

content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.

ability to provide our subscribers with content they can watch depends on content providers and other rights holders licensing rights,

including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained

within the content we distribute.

The license periods and the terms and conditions of such licenses vary, and we may be operating outside

the terms of some of our current licenses.

As content providers develop their own streaming services, they may be unwilling to provide

us with access to certain content, including popular series or movies.

If the content providers and other rights holders are not or are

no longer willing or able to license us content upon terms acceptable to us, our ability to stream content to our subscribers may be

adversely affected and/or our costs could increase.

Because of these provisions as well as other actions we may take, content available

through our service can be withdrawn on short notice.

As competition increases, we see the cost of certain programming increase.

if we do not maintain a compelling mix of content, our subscriber acquisition and retention may be adversely affected.

content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely

affect our business.

content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect

our business.

number of our major content partners impose significant restrictions on how we can distribute and market our products and services.

For example, our content partners may prevent us from partnering with third party distributors and manufacturers to exploit new

market opportunities or prevent us from bundling or reselling our products with third party products and services, or otherwise

restrict how we might brand or market our products and services.

Our content partners also impose restrictions on the content

and composition of the packages we can make available to our customers and restrictions on how we might make some or all of our

content available to customers (such as on a standalone basis, length of free trials or access modified or shorter form content).

These restrictions may prevent us from responding dynamically to changing customer expectations or market demands or exploiting

lucrative partnership opportunities.

Content providers may also restrict the advertising that may be made available in connection

with their content, including restrictions on the content and timing of such advertising, and restrictions on how advertising

may be sold (such as a limit to sale on an aggregated, non-content specific basis only), which limits our opportunity to exploit

potentially lucrative revenue streams.

providers may also only provide their content on a service that includes a minimum number of channels from other providers, or

require that we only provide their content in specific service tiers that include a specific mix of programming.

Certain provisions

in these agreements could become a challenge to comply with if we were to lose rights under agreements with key programmers.

addition, our content partners generally impose requirements on us to treat them at least as favorably as other major providers

in various ways, such as equal treatment with respect to content recommendations, displays on user interfaces, the marketing and

promotion of content and streaming quality standards.

This may materially restrict the functionality and performance of our technology,

particularly our proprietary recommendation engine.

This may also prevent us from offering commercial benefits to certain content

providers, limiting our capacity to negotiate favorable transactions and overall limiting our ability to provide improved products

and services.

agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous

compliance obligations.

example, our content partners may prevent us from partnering with third party distributors and manufacturers to exploit new market opportunities

or prevent us from bundling or reselling our products with third party products and services, or otherwise restrict how we might brand

or market our products and services.

Our content partners also impose restrictions on the content and composition of the packages we

can make available to our customers and restrictions on how we might make some or all of our content available to customers (such as

on a standalone basis, length of free trials or access modified or shorter form content).

These restrictions may prevent us from responding

dynamically to changing customer expectations or market demands or exploiting lucrative partnership opportunities.

Content providers

may also restrict the advertising that may be made available in connection with their content, including restrictions on the content

and timing of such advertising, and restrictions on how advertising may be sold (such as a limit to sale on an aggregated, non-content

specific basis only), which limits our opportunity to exploit potentially lucrative revenue streams.

providers may also only provide their content on a service that includes a minimum number of channels from other providers or require

that we only provide their content in specific service tiers that include a specific mix of programming.

Certain provisions in these

agreements could become a challenge to comply with if we were to lose rights under agreements with key programmers.

addition, our content partners generally impose requirements on us to treat them at least as favorably as other major providers in various

ways, such as equal treatment with respect to content recommendations, displays on user interfaces, the marketing and promotion of content

and streaming quality standards.

This may materially restrict the functionality and performance of our technology, particularly our proprietary

recommendation engine.

This may also prevent us from offering commercial benefits to certain content providers, limiting our capacity

to negotiate favorable transactions and overall limiting our ability to provide improved products and services.

agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous compliance

content rights granted to us are complex and multi-layered and differ substantially across different content and content providers.

We may be able to make certain content available on a video-on-demand basis or on certain devices but may be restricted from doing

the same with other content, sometimes even with the same content provider.

We are often not able to make certain content available

at certain times or in certain geographical regions.

In addition, our obligations to provide equality in the treatment between

certain content providers require us to continuously monitor and assess treatment of content providers and content across our

products and services.

may be able to make certain content available on a video-on-demand basis or on certain devices but may be restricted from doing the same

with other content, sometimes even with the same content provider.

We are often not able to make certain content available at certain

times or in certain geographical regions.

In addition, our obligations to provide equality in the treatment between certain content providers

require us to continuously monitor and assess treatment of content providers and content across our products and services.

complex restrictions and requirements impose a significant compliance burden which is costly and challenging to maintain.

to maintain these obligations places us at risk of breaching our agreements with content providers, which could lead to loss of

content and damages claims, which would have a negative impact on our products and service and our financial position.

our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to

attract or retain subscribers, and our business may be harmed.

and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a

number of TV streaming choices.

Successfully building a brand is a time-consuming and comprehensive endeavor and can be positively

and negatively impacted by any number of factors.

Some of these factors, such as the quality or pricing of our platform or our

customer service, are within our control.

Other factors, such as the quality of the content that our content publishers provide,

may be out of our control, yet subscribers may nonetheless attribute those factors to us.

Our competitors may be able to achieve

and maintain brand awareness and market share more quickly and effectively than we can.

Many of our competitors are larger companies

and promote their brands through traditional forms of advertising, such as print media and TV commercials, and have substantial

resources to devote to such efforts.

Our competitors may also have greater resources to utilize Internet advertising or website

product placement more effectively than we can.

If we are unable to execute on building a strong brand, it may be difficult to

differentiate our business and platform from our competitors in the marketplace;

therefore, our ability to attract and retain

subscribers may be adversely affected and our business may be harmed.

maintain these obligations places us at risk of breaching our agreements with content providers, which could lead to loss of content

and damages claims, which would have a negative impact on our products and service and our financial position.

face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute

through our service.

a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims

based on the nature and content of materials that we acquire, produce, license and/or distribute.

We also may face potential liability

for content used in promoting our service, including marketing materials.

We are devoting more resources toward the development, production,

marketing and distribution of original programming, including Fubo Sports Network and mobile games.

We believe that original and exclusive

programming can help differentiate our service from other offerings, enhance our brand and otherwise attract and retain subscribers.

To the extent our programming does not meet our expectations, in particular, in terms of costs, viewing and popularity, our business,

including our brand and results of operations may be adversely impacted.

As we have expanded our original programming, we have become

responsible for production costs and other expenses, such as ongoing guild payments.

We also take on risks associated with production,

such as completion and key talent risk, which risks have been heightened during COVID-19.

Further, negotiations or renewals related to

entertainment industry collective bargaining agreements could negatively impact timing and costs associated with our productions.

contract with third parties related to the development, production, marketing and distribution of our original programming.

potential liability or may suffer significant losses in connection with these arrangements, including but not limited to if such third

parties violate applicable law, become insolvent or engage in fraudulent behavior.

To the extent we create and sell physical or digital

merchandise relating to our programming, and/or license such rights to third parties, we could become subject to product liability, intellectual

property or other claims related to such merchandise.

We may decide to remove content from our service, not to place licensed or produced

content on our service or discontinue or alter production of original content if we believe such content might not be well-received by

our current or potential subscribers, or could be damaging to our brand or business.

the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear

on or is removed from our service, or if we become liable for content we acquire, produce, license and/or distribute, our business may

Litigation to defend these claims could be costly and the expenses and damages arising

our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to attract

or retain subscribers, and our business may be harmed.

and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number

of TV streaming choices.

Successfully building a brand is a time-consuming and comprehensive endeavor and can be positively and negatively

impacted by any number of factors.

Some of these factors, such as the quality or pricing of our platform or our customer service, are

within our control.

Other factors, such as the quality of the content that our content publishers provide, may be out of our control,

yet subscribers may nonetheless attribute those factors to us.

Our competitors may be able to achieve and maintain brand awareness and

market share more quickly and effectively than we can.

Many of our competitors are larger companies and promote their brands through

traditional forms of advertising, such as print media and TV commercials, and have substantial resources to devote to such efforts.

competitors may also have greater resources to utilize Internet advertising or website product placement more effectively than we can.

If we are unable to execute on building a strong brand, it may be difficult to differentiate our business and platform from our competitors

in the marketplace;

therefore, our ability to attract and retain subscribers may be adversely affected and our business may be harmed.

rely upon a number of partners to make our service available on their devices.

currently offer subscribers the ability to receive streaming content through a host of Internet-connected screens, including TVs,

digital video players, television set-top boxes and mobile devices.

Some of our agreements with key distribution partners give

distribution partners the ability to terminate their carriage of our service at any time.

If we are not successful in maintaining

existing and creating new relationships, or if we encounter technological, content licensing, regulatory, business or other impediments

to delivering our streaming content to our subscribers via these devices, our ability to retain subscribers and grow our business

could be adversely impacted.

business could be adversely affected if a number of our partners do not continue to provide access to our service or are unwilling

to do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service.

devices are manufactured and sold by entities other than fuboTV, and while these entities should be responsible for the devices’

performance, the connection between these devices and fuboTV may nonetheless result in consumer dissatisfaction toward fuboTV

and such dissatisfaction could result in claims against us or otherwise adversely impact our business.

In addition, technology

changes to our streaming functionality may require that partners update their devices, or may lead us to stop supporting the delivery

of our service on certain legacy devices.

If partners do not update or otherwise modify their devices, or if we discontinue support

for certain devices, our service and our subscribers’

currently offer subscribers the ability to receive streaming content through a host of Internet-connected screens, including TVs, digital

video players, television set-top boxes and mobile devices.

Some of our agreements with key distribution partners give distribution partners

the ability to terminate their carriage of our service at any time.

If we are not successful in maintaining existing and creating new

relationships, or if we encounter technological, content licensing, regulatory, business or other impediments to delivering our streaming

content to our subscribers via these devices, our ability to retain subscribers and grow our business could be adversely impacted.

business could be adversely affected if a number of our partners do not continue to provide access to our service or are unwilling to

do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service.

Furthermore, devices

are manufactured and sold by entities other than fuboTV, and while these entities should be responsible for the devices’ performance,

the connection between these devices and fuboTV may nonetheless result in consumer dissatisfaction toward fuboTV and such dissatisfaction

could result in claims against us or otherwise adversely impact our business.

In addition, technology changes to our streaming functionality

may require that partners update their devices or may lead us to stop supporting the delivery of our service on certain legacy devices.

If partners do not update or otherwise modify their devices, or if we discontinue support for certain devices, our service and our subscribers’

use and enjoyment could be negatively impacted.

rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of our service, and any disruption of or interference

with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business would be adversely

of Google Cloud Platform, or GCP, and Amazon Web Services, or AWS, provides a distributed computing infrastructure platform for

business operations, or what is commonly referred to as a “cloud”

computing service.

We have architected our software

and computer systems so as to utilize data processing, storage capabilities and other services provided by both GCP and AWS.

we run the vast majority of our computing on GCP with some key components running on AWS.

Given this, along with the fact that

we cannot easily switch what is specifically running now on GCP and/or AWS to another cloud provider, any disruption of or interference

with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business would be adversely impacted.

of Google Cloud Platform (“GCP”) and Amazon Web Services (“AWS”) provides a distributed computing infrastructure

platform for business operations, or what is commonly referred to as a “cloud” computing service.

We have architected our

software and computer systems so as to utilize data processing, storage capabilities and other services provided by both GCP and AWS.

Currently, we run the vast majority of our computing on GCP with some key components running on AWS.

Given this, along with the fact

that we cannot easily switch what is specifically running now on GCP and/or AWS to another cloud provider, any disruption of or interference

with our use of GCP and/or AWS would impact our operations, and our business would be adversely impacted.

While Google (through

YouTube TV) and, to a lesser extent, Amazon (through Amazon Prime) compete with us, we do not believe that Google or Amazon will

use GCP or AWS in such a manner as to gain competitive advantage against our service, although if either Google or Amazon were

to do so, it could harm our business.

Google (through YouTube TV)

and, to a lesser extent, Amazon (through Amazon Prime) compete with us and, if Google or Amazon were to use GCP or AWS, respectively,

in such a manner as to gain competitive advantage against our service, it could harm our business.

Related to Our Financial Reporting and Disclosure

identified material weaknesses in our internal control over financial reporting in 2019 and while we have taken steps in 2020

to address the internal control deficiencies that contributed to the material weaknesses, a material weakness in our internal

control over financial reporting still exists as it relates to non-routine transactions.

We may identify material weaknesses in

the future or otherwise fail to maintain an effective system of internal controls, which could lead investors to lose confidence

in the accuracy and completeness of our financial reports.

a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses

in such internal control.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness

identified material weaknesses in our internal control over financial reporting in 2019 and 2020.

We may identify material weaknesses in the future or

otherwise fail to maintain an effective system of internal controls, which could lead investors to lose confidence in the accuracy and

completeness of our financial reports.

a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such

internal control.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness of our internal

control over financial reporting.

This assessment includes disclosure of any material weaknesses identified by our management in our

internal control over financial reporting.

Our independent registered public accounting firm is required to attest to the effectiveness

of our internal control over financial reporting.

This assessment includes disclosure of any material weaknesses identified by

our management in our internal control over financial reporting.

Our independent registered public accounting firm will not be

required to attest to the effectiveness of our internal control over financial reporting until our first annual report required

to be filed with the SEC following the later of the date we are deemed to be an “accelerated filer”

or a “large

accelerated filer,”

each as defined in the Exchange Act.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual

or interim financial statements will not be prevented or detected on a timely basis.

2020, we identified the following material weaknesses in our internal control over financial reporting:

did not have appropriately designed internal controls in place at the time the Merger

was consummated on April 1, 2020 with respect to the accounting for the business combination

and the allocation of consideration to the acquired assets and assumed liabilities, including

deferred income taxes;

internal controls over the review of accounting considerations for non-routine transactions

and events were not appropriately designed with respect to the timing and consistency

of performance.

2020, we began taking steps to address the internal control deficiencies that contributed to the material weaknesses, including

the following:

● Transitioned

responsibility over the accounting function to the finance personnel of fuboTV Pre-Merger,

including individuals with prior experience working for finance departments of public

additional experienced finance and accounting personnel with technical accounting experience,

supplemented by third-party resources;

and formally assess our accounting and financial reporting policies and procedures, and

implemented segregation of duties in key functions;

significant accounting transactions and other technical accounting and financial reporting

issues, prepared accounting memoranda addressing these issues and maintained these memoranda

in our corporate records timely;

the compilation processes, documentation, and monitoring of our critical accounting estimates;

● Implemented

processes for creating an effective and timely close process.

a third-party provider to perform internal audit services, including assessing and improving

our internal controls for compliance with the Sarbanes-Oxley Act.

with the oversight from the Audit Committee of the Board of Directors, continue to implement the remediation plans for the aforementioned

material weaknesses in internal control over financial reporting as follows:

will continue to hire additional accounting personnel with appropriate GAAP technical

accounting expertise, as necessary.

are designing additional controls around identification, documentation, and application

of technical accounting guidance with particular emphasis on complex and non-routine

transactions.

These controls are expected to include the implementation of additional

supervision and review activities by qualified personnel, and the adoption of additional

policies and procedures related to accounting and financial reporting.

are implementing specific procedures in the review of tax accounting, designed to enhance

our income tax controls.

will continue to work with the third-party provider to strengthen our internal controls

for compliance with the Sarbanes-Oxley Act.

we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures

is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained

period of financial reporting cycles.

We cannot assure you that the measures we have taken to date, and are continuing to implement,

will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective

internal controls over financial reporting.

Accordingly, there could continue to be a reasonable possibility that these deficiencies

or others could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial

statements that would not be prevented or detected on a timely basis.

process of designing and implementing internal control over financial reporting required to comply with Section 404 of the Sarbanes-Oxley

Act is time consuming, costly, and complicated.

If during the evaluation and testing process we identify one or more other material

weaknesses in our internal control over financial reporting or determine that existing material weaknesses have not been remediated,

We identified material weaknesses in our internal control over financial reporting.

Those material weaknesses have

been remediated as of December 31, 2021, however,

the process of designing and implementing internal control over financial reporting required to comply with Section 404 of the

Sarbanes-Oxley Act is time consuming, costly, and complicated.

If during the evaluation and testing process we identify one or more other

material weaknesses in our internal control over financial reporting,

our management will be unable to assert that our internal control over financial reporting is effective.

Even if our management

concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may

conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls

are documented, designed, implemented, or reviewed.

If we are unable to assert that our internal control over financial reporting

is effective, or when required in the future, if our independent registered public accounting firm is unable to express an opinion

as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness

of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation

or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could

require additional financial and management resources.

actual operating results may differ significantly from our guidance.

time to time, we may release guidance regarding our future performance.

Such guidance is based upon a number of assumptions and

estimates that, although presented with numerical specificity, are inherently subject to business, economic and competitive uncertainties

and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business

decisions, some of which will change.

The principal reason that we release this data is to provide a basis for our management

to discuss our business outlook with analysts and investors.

We do not accept any responsibility for any projections or reports

published by any third parties.

is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished

by us will not materialize or will vary significantly from actual results.

Accordingly, our guidance is only an estimate of what

management believes is realizable as of the date of this prospectus.

Any failure to successfully implement our operating strategy

or the occurrence of any of the risks or uncertainties set forth in this prospectus could result in actual results being different

than the guidance, and such differences may be adverse and material.

In light of the foregoing, investors are urged to put the

guidance in context and not to place undue reliance on it.

we fail to comply with the reporting obligations of the Exchange Act, our business, financial condition, and results of operations,

and investors’

confidence in us, could be materially and adversely affected.

a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual

reports, quarterly reports, and current reports.

In the past, we have failed to prepare and disclose this information in a timely

Even if our management concludes

that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that

there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed,

implemented, or reviewed.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal

control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market

price of our common stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange

on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management

we fail to comply with the reporting obligations of the Exchange Act, our business, financial condition, and results of operations, and

investors’ confidence in us, could be materially and adversely affected.

a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual reports,

quarterly reports, and current reports.

In the past, prior to the Merger, we failed to prepare and disclose this information in a timely

Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety

2 unchanged sentences

to the Merger, fuboTV Pre-Merger was not a public company and FaceBank Pre-Merger had limited resources.

Our management has faced

significant challenges in consolidating the functions of fuboTV Pre-Merger and FaceBank Pre-Merger and their subsidiaries, including

integrating their technologies, organizations, procedures, policies and operations.

In connection with the Merger, we have been

working to integrate certain operations of fuboTV Pre-Merger and FaceBank Pre-Merger, including, among other things, back-office

operations, information technology and regulatory compliance.

expect to experience significant growth in the number of our employees and the scope of our operations.

Prior to such expansion,

as a result of previously maintaining a limited staff, we may later determine that certain related party transactions were not

properly identified, reviewed and approved prior to us entering into them with such related parties.

Our management has faced significant

challenges in consolidating the functions of fuboTV Pre-Merger and FaceBank Pre-Merger and their subsidiaries, including integrating

their technologies, organizations, procedures, policies and operations.

In connection with the Merger, we continue to integrate certain

operations of fuboTV Pre-Merger and FaceBank Pre-Merger, including, among other things, back-office operations, information technology

and regulatory compliance.

expect to continue to experience significant growth in the number of our employees and the scope of our operations.

As we expand, as

a result of previously maintaining a limited staff, we may later determine that certain related party transactions were not properly

identified, reviewed and approved prior to us entering into them with such related parties.

we seek to increase staffing levels to manage our anticipated future growth, we must continue to implement and improve our managerial,

operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel.

to our limited financial resources and our limited experience in managing such anticipated growth, we may not be able to effectively

manage the expansion of our operations or recruit and train additional qualified personnel.

The expansion of our operations may

lead to significant costs and may divert or stretch our management and business development resources in a way that we may not

Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

Additionally,

for certain of our recent Exchange Act filings, we have relied on an order (the “Order”) issued by the SEC pursuant

to Section 36 of the Exchange Act (Release No.

34-88465), permitting filing extensions to certain public companies based on the

COVID-19 pandemic.

We relied upon this permissible extension in good faith after analyzing, among other things, the fact that

our books and records were not easily accessible, which resulted in delays in preparation and completion of our financial statements,

and that the various governmental mandatory closures of businesses have precluded our personnel, particularly our senior accounting

staff, from obtaining access to our subsidiaries’

books and records necessary to prepare our financial statements.

this analysis, we believe that we satisfied all eligibility criteria to take advantage of these extensions.

If it is later determined

that we were ineligible to rely upon the Order for such extensions, our filings could be deemed to be late, which could have a

material adverse effect on our ability to raise capital, which could have a material adverse effect on our business, results of

operations, and financial condition.

limited financial resources and our limited experience in managing such anticipated growth, we may not be able to effectively manage

the expansion of our operations or recruit and train additional qualified personnel.

The expansion of our operations may lead to significant

costs and may divert or stretch our management and business development resources in a way that we may not anticipate.

Any inability

to manage growth could delay the execution of our business plans or disrupt our operations.

will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements,

and rules governing revenue and expense recognition, and any inability to do so could adversely affect our billing services and

financial reporting.

have increasingly complex business arrangements with our content publishers and licensees, and the rules that govern revenue and

expense recognition in our business are increasingly complex.

To manage the expected growth of our operations and increasing complexity,

we will need to improve our operational and financial systems, procedures and controls and continue to increase systems automation

to reduce reliance on manual operations.

and rules governing revenue and expense recognition, and any inability to do so could adversely affect our billing services and financial

have increasingly complex business arrangements with our content publishers and licensees, and the rules that govern revenue and expense

recognition in our business are increasingly complex.

To manage the expected growth of our operations and increasing complexity, we will

need to improve our operational and financial systems, procedures and controls and continue to increase systems automation to reduce

reliance on manual operations.

Any inability to do so will negatively affect our billing services and financial reporting.

Our current and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules

governing revenue and expense recognition for our future operations and expected growth.

Delays or problems associated with any

improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our

subscribers, content publishers or licensees;

and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue

and expense recognition for our future operations and expected growth.

Delays or problems associated with any improvement or expansion

of our operational and financial systems and controls could adversely affect our relationships with our subscribers, content publishers

or licensees;

cause harm to our reputation and brand;

and could also result in errors in our financial

and other reporting.

key metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those

metrics may seriously harm and negatively affect our reputation and our business.

regularly review key metrics related to the operation of our business, including, but not limited to Content Hours, Monthly Active

Users (“MAU”), Monthly Content Hours Watched per MAU, ARPU, and number of subscribers, to evaluate growth trends,

measure our performance, and make strategic decisions.

These metrics are calculated using internal company data and have not been validated

by an independent third party.

While these numbers are based on what we believe to be reasonable estimates of our subscriber base for

the applicable period of measurement, there are inherent challenges in measuring how our platform is used across large populations.

and could also result in errors in our financial and other reporting.

key metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics

may seriously harm and negatively affect our reputation and our business.

regularly review key metrics related to the operation of our business, including, but not limited to Content Hours, Monthly Active Users

(“MAU”), Monthly Content Hours Watched per MAU, Average Revenue Per User (“ARPU”), and number of subscribers,

to evaluate growth trends, measure our performance, and make strategic decisions.

These metrics are calculated using internal company

data and have not been validated by an independent third party.

While these numbers are based on what we believe to be reasonable estimates

of our subscriber base for the applicable period of measurement, there are inherent challenges in measuring how our platform is used

across large populations.

or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies.

For instance, if a significant

understatement or overstatement of MAUs were to occur, we may expend resources to implement unnecessary business measures or fail

to take required actions to attract a sufficient number of subscribers to satisfy our growth strategies.

understatement or overstatement of MAUs were to occur, we may expend resources to implement unnecessary business measures or fail to

take required actions to attract a sufficient number of subscribers to satisfy our growth strategies.

addition, advertisers generally rely on third-party measurement services to calculate our metrics, and these third-party measurement

services may not reflect our true audience.

If advertisers, partners, or investors do not perceive our subscriber, geographic,

or other demographic metrics to be accurate representations of our subscriber base, or if we discover material inaccuracies in

our subscriber, geographic, or other demographic metrics, our reputation may be seriously harmed, and our business and operating

results could be materially and adversely affected.

and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results,

and if our operating and financial performance does not meet the guidance that we provide to the public, the market price of our

common stock may decline.

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S.

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported

We base such estimates on historical experience and on various other assumptions that we believe to be reasonable under

the circumstances, but actual results may differ from these estimates.

Using such estimates has the potential to negatively impact

the results we report which could negatively impact our stock price.

addition, we may, but are not obligated to, provide public guidance on our expected operating and financial results for future

Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in

this prospectus and in our other public filings and public statements.

Our actual results may not always be in line with or exceed

any guidance we have provided, especially in times of economic uncertainty.

If, in the future, our operating or financial results

for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance

for future periods, the market price of our common stock may decline.

If advertisers, partners, or investors do not perceive our subscriber, geographic, or other

demographic metrics to be accurate representations of our subscriber base, or if we discover material inaccuracies in our subscriber,

geographic, or other demographic metrics, our reputation may be seriously harmed, and our business and operating results could be materially

and adversely affected.

and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results, and

if our operating and financial performance does not meet the guidance that we provide to the public, the market price of our common stock

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets

and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods.

We base such estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,

but actual results may differ from these estimates.

Using such estimates has the potential to negatively impact the results we report

which could negatively impact our stock price.

addition, from time to time, we release guidance regarding our future performance.

Such guidance is based upon a number of assumptions

and estimates that, although presented with numerical specificity, are inherently subject to business, economic and competitive uncertainties

and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions,

some of which will change.

Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described

in this Annual Report and in our other public filings and public statements.

Our actual results may not always be in line

with or exceed, and could differ materially from, any guidance we have provided, especially in times of economic uncertainty.

the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment

analysts, or if we reduce our guidance for future periods, the market price of our common stock may decline.

Related to Our Products and Technologies

streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands, and service

operators, are actively focusing on this industry.

If we fail to differentiate ourselves and compete successfully with these companies,

it will be difficult for us to attract or retain subscribers and our business will be harmed.

streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands, and service operators,

are actively focusing on this industry.

If we fail to differentiate ourselves and compete successfully with these companies, it will

be difficult for us to attract or retain subscribers and our business will be harmed.

streaming is increasingly competitive and global.

Our success depends in part on attracting and retaining subscribers on, and

effective monetization of, our platform.

To attract and retain subscribers, we need to be able to respond efficiently to changes

in consumer tastes and preferences and continue to increase the type and number of content offerings.

Effective monetization requires

us to continue to update the features and functionality of our streaming platform for subscribers and advertisers.

such as AT&T, Comcast, Cablevision, Cox and Altice, along with vMVPDs, such as YouTube TV, Hulu Live and Sling TV offer TV

streaming products that compete with our platform.

In many cases, these competitors have the financial resources to subsidize

the cost of their streaming devices in order to promote their other products and services making it harder for us to acquire new

subscribers and increase hours streamed.

Similarly, some service operators, such as Comcast and Cablevision, offer TV streaming

applications as part of their cable service plans and can leverage their existing consumer bases, installation networks, broadband

delivery networks and name recognition to gain traction in the TV streaming market.

Some of these companies also promote their

brands through traditional forms of advertising, such as TV commercials, as well as Internet advertising or website product placement,

and have greater resources than us to devote to such efforts.

Our success depends in part on attracting and retaining subscribers on, and effective

monetization of, our platform.

To attract and retain subscribers, we need to be able to respond efficiently to changes in consumer tastes

and preferences and continue to increase the type and number of content offerings.

Effective monetization requires us to continue to

update the features and functionality of our streaming platform for subscribers and advertisers.

such as AT&T, Comcast, Cablevision, Cox and Altice, along with vMVPDs, such as YouTube TV, Hulu Live and Sling TV offer TV streaming

products that compete with our platform.

In many cases, these competitors have the financial resources to subsidize the cost of their

streaming devices in order to promote their other products and services making it harder for us to acquire new subscribers and increase

hours streamed.

Similarly, some service operators, such as Comcast and Cablevision, offer TV streaming applications as part of their

cable service plans and can leverage their existing consumer bases, installation networks, broadband delivery networks and name recognition

to gain traction in the TV streaming market.

Some of these companies also promote their brands through traditional forms of advertising,

such as TV commercials, as well as Internet advertising or website product placement, and have greater resources than us to devote to

such efforts.

addition, many TV brands, such as LG, Samsung Electronics Co., Ltd.

and VIZIO, Inc., offer their own TV streaming solutions within

Other devices, such as Microsoft’s Xbox and Sony’s PlayStation game consoles and many DVD and Blu-ray players,

also incorporate TV streaming functionality.

expect competition in TV streaming from the large technology companies and service operators described above, as well as new and

growing companies, to increase in the future.

This increased competition could result in pricing pressure, lower revenue and gross

profit or the failure of our platform to gain or maintain broad market acceptance.

To remain competitive, we need to continuously

invest in product development and marketing.

We may not have sufficient resources to continue to make the investments needed to

maintain our competitive position.

In addition, many of our competitors have longer operating histories, greater name recognition,

larger customer bases and significantly greater financial, technical, sales, marketing and other resources than us, which provide

them with advantages in developing, marketing or servicing new products and offerings.

As a result, they may be able to respond

more quickly to market demand, devote greater resources to the development, promotion and sales of their products or the distribution

of their content, and influence market acceptance of their products better than we can.

These competitors may also be able to

adapt more quickly to new or emerging technologies or standards and may be able to deliver products and services at a lower cost.

New entrants may enter the TV streaming market with unique service offerings or approaches to providing video.

In addition, our

competitors may enter into business combinations or alliances that strengthen their competitive positions.

Increased competition

could reduce our market share, revenue and operating margins, increase our operating costs, harm our competitive position and

otherwise harm our business.

the advertisements on our platform are not relevant or not engaging to our subscribers, our growth in active accounts and hours

streamed may be adversely impacted.

have made, and are continuing to make, investments to enable advertisers to deliver relevant advertising content to subscribers

and VIZIO, Inc., offer their own TV streaming solutions within their

Other devices, such as Microsoft’s Xbox and Sony’s PlayStation game consoles and many DVD and Blu-ray players, also

incorporate TV streaming functionality.

expect competition in TV streaming from the large technology companies and service operators described above, as well as new and growing

companies, to increase in the future.

This increased competition could result in pricing pressure, lower revenue and gross profit or

the failure of our platform to gain or maintain broad market acceptance.

To remain competitive, we need to continuously invest in product

development and marketing.

We may not have sufficient resources to continue to make the investments needed to maintain our competitive

In addition, many of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly

greater financial, technical, sales, marketing and other resources than us, which provide them with advantages in developing, marketing

or servicing new products and offerings.

As a result, they may be able to respond more quickly to market demand, devote greater resources

to the development, promotion and sales of their products or the distribution of their content, and influence market acceptance of their

products better than we can.

These competitors may also be able to adapt more quickly to new or emerging technologies or standards and

may be able to deliver products and services at a lower cost.

New entrants may enter the TV streaming market with unique service offerings

or approaches to providing video.

In addition, our competitors may enter into business combinations or alliances that strengthen their

competitive positions.

Increased competition could reduce our market share, revenue and operating margins, increase our operating costs,

harm our competitive position and otherwise harm our business.

the advertisements and audience development campaigns and other promotional advertising on our platform are not relevant or not engaging

to our subscribers, our growth in subscribers, advertisers and hours streamed may be adversely impacted.

have made, and are continuing to make, investments to enable advertisers to deliver relevant advertising content to subscribers on our

Existing and prospective advertisers may not be successful in serving ads and audience development campaigns and sponsoring

other promotional advertising that lead to and maintain user engagement.

Those ads may seem irrelevant, repetitive or overly targeted

and intrusive.

We are continuously seeking to balance the objectives of our subscribers and advertisers with our desire to provide an

optimal user experience, but we may not be successful in achieving a balance that continues to attract and retain subscribers and advertisers.

If we do not introduce relevant advertisements, audience development campaigns and other promotional advertising or such advertisements,

audience development campaigns and other promotional advertising are overly intrusive and impede the use of our TV streaming platform,

our subscribers may stop using our platform which will harm our business.

future growth depends on the acceptance and growth of OTT advertising and OTT advertising platforms.

operate in a highly competitive advertising industry and we compete for revenue from advertising with other streaming platforms and services,

as well as traditional media, such as radio, broadcast, cable and satellite TV, and satellite and internet radio.

These competitors offer

content and other advertising mediums that may be more attractive to advertisers than our streaming platform.

These competitors are often

very large and have more advertising experience and financial resources than we do, which may adversely affect our ability to compete

for advertisers and may result in lower revenue and gross profit from advertising.

If we are unable to increase our revenue from advertising

by, among other things, continuing to improve our platform’s capabilities to further optimize and measure advertisers’ campaigns,

increase our advertising inventory and expand our advertising sales team and programmatic capabilities, our business and our growth prospects

may be harmed.

We may not be able to compete effectively or adapt to any such changes or trends, which would harm our ability to grow

our advertising revenue and harm our business.

advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio

The future growth of our business depends on the growth of OTT advertising, and on advertisers increasing their spend on advertising

on our platform.

Existing and prospective advertisers may not be successful in serving ads that lead to and maintain user engagement.

Those ads may seem irrelevant, repetitive or overly targeted and intrusive.

We are continuously seeking to balance the objectives

of our subscribers and advertisers with our desire to provide an optimal user experience, but we may not be successful in achieving

a balance that continues to attract and retain subscribers and advertisers.

If we do not introduce relevant advertisements or

such advertisements are overly intrusive and impede the use of our TV streaming platform, our subscribers may stop using our platform

which will harm our business.

may not be successful at expanding our content to areas outside our current content offering and even if we are able to expand

into other content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily a live

sports streaming service.

Although traditional TV advertisers have showed growing interest in OTT advertising, we cannot be certain that their

interest will continue to increase or that they will not revert to traditional TV advertising, especially if our customers no longer

stream TV or significantly reduce the amount of TV they stream either as a result of lifting of stay-at-home orders, the end of the COVID-19

pandemic or for other reasons.

If advertisers, or their agency relationships, do not perceive meaningful benefits of OTT advertising,

the market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

may not be successful at expanding our content to areas outside our current content offering and even if we are able to expand into other

content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily a live sports streaming

currently have a reputation as primarily a live sports streaming service.

We are making efforts to expand our content offerings

outside live sports streaming, and currently offer a wide selection of news and entertainment content.

However, we may not be

successful at expanding our content to areas outside our current content offering, or maintaining content from our current content

offering, and even if we are able to expand into other content areas and sustain such expansion, we may not be successful in overcoming

our reputation as primarily a live sports streaming service.

We are making efforts to expand our content offerings outside

live sports streaming, and currently offer a wide selection of news and entertainment content.

However, we may not be successful at expanding

our content to areas outside our current content offering, or maintaining content from our current content offering, and even if we are

able to expand into other content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily

a live sports streaming service.

TV streaming develops more slowly than we expect, our operating results and growth prospects could be harmed.

In addition, our

future growth depends in part on the growth of TV streaming advertising.

In addition, our future

growth depends in part on the growth of TV streaming advertising.

streaming is a relatively new and rapidly evolving industry, making our business and prospects difficult to evaluate.

and profitability of this industry and the level of demand and market acceptance for our platform are subject to a high degree

of uncertainty.

The growth and

profitability of this industry and the level of demand and market acceptance for our platform are subject to a high degree of uncertainty.

believe that the continued growth of streaming as an entertainment alternative will depend on the availability and growth of cost-effective

broadband Internet service, the quality of broadband content delivery, the quality and reliability of new devices and technology,

the cost for subscribers relative to other sources of content, as well as the quality and breadth of content that is delivered

across streaming platforms.

broadband Internet service, the quality of broadband content delivery, the quality and reliability of new devices and technology, the

cost for subscribers relative to other sources of content, as well as the quality and breadth of content that is delivered across streaming

These technologies, products and content offerings continue to emerge and evolve.

Subscribers, content

publishers or advertisers may find TV streaming platforms to be less attractive than traditional TV, which would harm our business.

In addition, many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising,

such as TV, radio and print.

The future growth of our business depends in part on the growth of TV streaming advertising, and

on advertisers increasing spend on such advertising.

Subscribers, content publishers or advertisers

may find TV streaming platforms to be less attractive than traditional TV, which would harm our business.

In addition, many advertisers

continue to devote a substantial portion of their advertising budgets to traditional advertising, such as TV, radio and print.

growth of our business depends in part on the growth of TV streaming advertising, and on advertisers increasing spend on such advertising.

We cannot be certain that they will do so.

If advertisers do not perceive

meaningful benefits of TV streaming advertising, then this market may develop more slowly than we expect, which could adversely

impact our operating results and our ability to grow our business.

in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could

adversely impact our business.

If advertisers do not perceive meaningful benefits of TV streaming advertising, then this

market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely

impact our business.

market for entertainment video is intensely competitive and subject to rapid change.

1 unchanged sentence

consumers have increasing options to access entertainment video.

The various economic models underlying these channels include

subscription, transactional, ad-supported, and piracy-based models.

All of these have the potential to capture meaningful segments

of the entertainment video market.

Piracy in particular, threatens to damage our business, as its fundamental proposition to consumers

is so compelling and difficult to compete against:

The various economic models underlying these channels include subscription,

transactional, ad-supported, and piracy-based models.

All of these have the potential to capture meaningful segments of the entertainment

video market.

Piracy in particular, threatens to damage our business, as its fundamental proposition to consumers is so compelling and

difficult to compete against:

virtually all content for free.

Furthermore, in light of the compelling consumer

proposition, piracy services are subject to rapid global growth.

Traditional providers of entertainment video, including broadcasters

and cable network operators, as well as Internet based e-commerce or entertainment video providers are increasing their streaming

video offerings.

of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain

content and significant financial, marketing and other resources.

They may secure better terms from suppliers, adopt more aggressive

pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing.

entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing

entertainment video.

Companies also may enter into business combinations or alliances that strengthen their competitive positions.

If we are unable to successfully compete with current and new competitors, our business will be adversely affected, and we may

not be able to increase or maintain market share or revenues.

products and services related to sports betting will cause our business to become subject to a variety of related U.S.

laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

violation of any such laws, any adverse change in any such laws or their interpretation, or the regulatory climate applicable

to these contemplated products and services, or changes in tax rules and regulations or interpretation thereof related to these

contemplated products and services, could adversely impact our ability to operate our business as we seek to operate in the future,

and could have a material adverse effect on our financial condition and results of operations.

intended expansion of our business into sports betting will generally subject to laws and regulations of the jurisdictions in

which we will conduct our business or in some circumstances, of those jurisdictions in which our services are offered or are available,

as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal

information, tax and consumer protection.

These laws and regulations vary from one jurisdiction to another and future legislative

and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures,

attitudes and climates, as well as personal biases, may (along with existing laws and regulations) have a material adverse impact

on our operations and financial results, or may prevent us from expanding into such businesses entirely.

In particular, some jurisdictions

have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online

gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable

that to happen.

There is also risk that the federal government of the U.S.

will enact new legislation relating to gaming, online

gaming or sports wagering, or alter its interpretation of existing federal law as related to gaming, online gaming or sports wagering,

which would have the effect of the limiting, delaying or halting the expansion of online gaming or sports wagering throughout

growth prospects may also depend on the legal status of real-money gaming in various jurisdictions, predominantly within the U.S.,

which is an initial area of focus, and legalization may not occur in as many states as we expect or may occur at a slower pace

than we anticipate.

Additionally, even if jurisdictions legalize real money gaming, this may be accompanied by legislative or

regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process

of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than we

anticipate, which could adversely affect our future results of operations and make it more difficult to meet our expectations

for financial performance.

connection with the foregoing, future legislative and regulatory action, and court decisions or other governmental action, may

have a material adverse impact on our operations and financial results.

Governmental authorities could view us as having violated

applicable laws, despite efforts to obtain all applicable licenses or approvals and otherwise comply with such laws.

also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities

or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card

and other payment processors, advertisers and others involved in the sports betting industry who partner with, service or work

with or for us.

Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets,

injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention

of key executives.

Such proceedings could have a material adverse effect on our business, financial condition, results of operations,

and prospects, as well as impact our reputation.

Furthermore, in light of the compelling consumer proposition, piracy services

are subject to rapid global growth.

Traditional providers of entertainment video, including broadcasters and cable network operators,

as well as Internet based e-commerce or entertainment video providers are increasing their streaming video offerings.

of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content

and significant financial, marketing and other resources.

They may secure better terms from suppliers, adopt more aggressive pricing

and devote more resources to product development, technology, infrastructure, content acquisitions and marketing.

New entrants may enter

the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video.

also may enter into business combinations or alliances that strengthen their competitive positions.

If we are unable to successfully

compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market

share or revenues.

products and services related to sports wagering subject our business to a variety of related U.S.

and foreign laws, many of which

are unsettled and still developing, and which could subject us to claims or otherwise harm our business.

The violation of any such laws,

any adverse change in any such laws or their interpretation, or the regulatory climate applicable to these products and services, or

changes in tax rules and regulations or interpretation thereof related to these products and services, could adversely impact our ability

to operate our business as we seek to operate in the future, and could have a material adverse effect on our financial condition and

results of operations.

launched our Fubo Sportsbook app in Iowa in November 2021 and in Arizona in December 2021, and we expect to launch our Fubo Sportsbook

app in additional states over the course of 2022 and beyond, including, among others, New Jersey, Ohio, Pennsylvania, Indiana,

Louisiana, Virginia and Tennessee, in each case subject to obtaining requisite regulatory approvals.

This expansion of our business into

sports wagering will generally subject us to the laws and regulations of the jurisdictions in which we will conduct our business

or in some circumstances, of those jurisdictions in which our services are offered or are available, as well as the general laws and

regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax and consumer protection.

These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other

governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases,

may (along with existing laws and regulations) have a material adverse impact on our operations and financial results, or may prevent

us from expanding into such businesses entirely.

In particular, some jurisdictions have introduced regulations attempting to restrict

or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted

or are in the process of considering legislation and regulations to enable that to happen.

There is also risk that the U.S.

federal government

will enact new legislation relating to gaming, online gaming or sports wagering, or alter its interpretation of existing federal

law as related to gaming, online gaming or sports wagering, which could have the effect of the limiting, delaying or halting the

expansion of online gaming or sports wagering throughout the United States.

growth prospects may also depend on the legal status of real-money gaming in various jurisdictions, predominantly within the United States,

which is an initial area of focus, and legalization may not occur in as many states as we expect or may occur at a slower pace than we

Additionally, even if jurisdictions legalize real money gaming, this may be accompanied by legislative or regulatory restrictions,

regulatory requirements and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process

of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate,

which could adversely affect our future results of operations and make it more difficult to meet our expectations for financial performance.

connection with the foregoing, future legislative and regulatory action, and court decisions or other governmental action, may have a

material adverse impact on our operations and financial results.

Governmental authorities could view us as having violated applicable

laws, despite efforts to obtain all applicable licenses or approvals and otherwise comply with such laws.

There is also a risk that civil

and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers,

or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers

and others involved in the sports wagering industry who partner with, service or work with or for us.

Such potential proceedings

could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon

us or our licensees or other business partners, while diverting the attention of key executives.

Such proceedings could have a material

adverse effect on our business, financial condition, results of operations, and prospects, as well as impact our reputation.

there can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially

relevant to our business to prohibit, legislate or regulate various aspects of the sports betting industry (or that existing laws

in those jurisdictions will not be interpreted negatively).

relevant to our business to prohibit, legislate or regulate various aspects of the sports wagering industry (or that existing

laws in those jurisdictions will not be interpreted negatively).

Compliance with any such legislation may have a material adverse effect

on our business, financial condition and results of operations, either as a result of our determination not to offer products

or services in a jurisdiction or to cease doing so, or because a local license or approval may be costly for us or our business

partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

anticipated participation in the sports betting industry may expose us to risks to which we have not previously been exposed,

including risks related to trading, liability management, pricing risk, payment processing, palpable errors, and reliance on third-party

sports data providers for real-time and accurate data for sporting events, among others.

We may experience lower than expected

profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any

particular event and/or any failure of its sports risk management processes.

on our business, financial condition and results of operations, either as a result of our determination not to offer products or services

in a jurisdiction or to cease doing so, or because a local license or approval may be costly for us or our business partners to obtain

and/or such licenses or approvals may contain other commercially undesirable conditions.

participation in the sports wagering industry exposes us to risks to which we have not previously been exposed, including risks

related to trading, liability management, pricing risk, payment processing, palpable errors, and reliance on third-party sports data

providers for real-time and accurate data for sporting events, among others.

We may experience lower than expected profitability and

potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any

failure of its sports risk management processes.

Participation

in the sports, sports betting industry will expose our business to new risks that we have limited experience in handling.

nature and extent of such risks may be difficult to anticipate at this time, and therefore we may be relatively unprepared to

manage these risks or may obtain inadequate insurance to cover potential claims resulting from these risks.

in the sports wagering industry will expose our business to new risks that we have limited experience in handling.

and extent of such risks may be difficult to anticipate at this time, and therefore we may be relatively unprepared to manage these risks

or may obtain inadequate insurance to cover potential claims resulting from these risks.

of these risks include:

can be significant variation in gross win percentage event-by-event and day-by-day, and odds compilers and risk managers are

capable of human error;

thus even allowing for the fact that a number of betting products are subject to capped pay-outs,

significant volatility can occur.

In addition, it is possible that there may be such a high volume of trading during any particular

period that even automated systems would be unable to address and eradicate all risks.

some cases, the odds offered on a website constitute an obvious error, such as inverted lines between teams, or odds that

are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error.

It is commonplace virtually worldwide for operators to void bets associated with such palpable errors, and in most mature

jurisdictions these bets can be voided without regulatory approval at operator discretion, but in the U.S., it is unclear

long term if state regulators will consistently approve voids or re-setting odds to correct odds on such bets, and in some

cases, we may require regulatory approval to void palpable errors ahead of time.

If regulators were to not allow voiding of

bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.

may need to rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such

third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business,

financial condition and results of operations could be adversely affected.

ability to offer products and services related to sports wagering will be dependent on the occurrence of a wide-variety of

professional, collegiate and amateur sporting events upon which wagers may be offered, subject to the laws and regulations

of the jurisdictions in which we operate.

The cancellation or postponement of such sporting events due to pandemic, government

action or labor dispute could consequently limit our ability to offer our sports wagering products or services.

of the foregoing risks, or other risks we fail to anticipate as we expand our business into the sports betting industry, could

expose us to significant liability or have a material adverse effect on our business, financial condition and results of operations.

future sports betting business depends on our ability to gain market access in states as such states legalize sports wagering

activities, the inability to gain such market access could have negative impacts on our future growth.

prevailing trend in the U.S.

is for states to require sports wagering to be conducted by or through an existing licensed casino

or racetrack.

In such states where mobile or internet-based sports wagering is legal, each casino or racetrack often is permitted

to offer sports wagering through a limited number of branded websites, known as skins.

The number of skins each casino or racetrack

can be significant variation in gross win percentage event-by-event and day-by-day, and odds

compilers and risk managers are capable of human error;

thus even allowing for the fact that

a number of wagering products are subject to capped pay-outs, significant volatility

In addition, it is possible that there may be such a high volume of trading during

any particular period that even automated systems would be unable to address and eradicate

some cases, the odds offered on a website constitute an obvious error, such as inverted lines

between teams, or odds that are significantly different from the true odds of the outcome

in a way that all reasonable persons would agree is an error.

It is commonplace virtually

worldwide for operators to void bets associated with such palpable errors, and in most mature

jurisdictions these bets can be voided without regulatory approval at operator discretion,

but in the United States, it is unclear long term if state regulators will consistently approve

voids or re-setting odds to correct odds on such bets, and in some cases, we may require

regulatory approval to void palpable errors ahead of time.

If regulators were to not allow

voiding of bets associated with large obvious errors in odds making, we could be subject

to covering significant liabilities.

rely on other third-party sports data providers for real-time and accurate data for sporting

events, and if such third parties do not perform adequately or terminate their relationships

with us, our costs may increase and our business, financial condition and results of operations

could be adversely affected.

ability to offer products and services related to sports wagering will be dependent

on the occurrence of a wide-variety of professional, collegiate and potentially amateur sporting

events upon which wagers may be offered, subject to the laws and regulations of the jurisdictions

in which we operate.

The cancellation or postponement of such sporting events due to pandemic,

government action or labor dispute could consequently limit our ability to offer our sports

wagering products or services.

of the foregoing risks, or other risks we fail to anticipate as we further expand our business into the sports wagering industry,

could expose us to significant liability or have a material adverse effect on our business, financial condition and results of operations.

success of our sports wagering business depends on our ability to gain market access in states as such states legalize sports

wagering activities;

the inability to gain such market access could have negative impacts on our future growth.

prevailing trend in the United States is for states to require sports wagering to be conducted by or through an existing licensed

casino or racetrack or otherwise through a relationship with a professional sports team/venue.

In such states where mobile or internet-based

sports wagering is legal, each casino, racetrack or professional sports team/venue often is permitted to offer sports wagering

through a limited number of branded websites, known as skins.

The number of skins each casino, racetrack or professional sports team/venue

is permitted to offer varies by state and is dictated by law, regulation, or policy.

Casinos and racetracks have, accordingly,

begun to enter into agreements to allow third-party sports wagering operators to operate skins through the casino’s or racetrack’s

Further, certain of these agreements provide for a sports wagering operator to obtain “second skin”

or “third

access, meaning that another operator has the right to operate the first, and potentially the second, skin of a casino,

to the extent permitted by law.

Consequently, if a state does not permit casinos or racetracks to have more than one skin (or

more than two skins as the case may be), an operator’s right to utilize a second (or third skin as the case may be) is rendered

meaningless in such state.

We may enter into agreements allowing us market access via the right to operate specific skins.

of these agreements may contemplate us receiving second or third skins.

Accordingly, should states not permit our future casino

or racetrack partners to offer sports wagering through an adequate number of skins, we would not have access to such markets (unless

we enter into additional agreements for market access).

Our inability to gain access to offer mobile and internet sports wagering

in states as such states legalize sports wagering could have a material adverse effect on our business.

business depends on the ongoing support of payment processors, the quality and cost of which may be variable in certain jurisdictions.

sports wagering business will depend on payment processing providers to facilitate the movement of funds between our sportsbook

and our customer base.

Anything that could interfere with or otherwise harm the relationships with payment service providers could

have a material adverse effect on our businesses.

Our ability to accept payments from our customers or facilitate withdrawals

by them may be restricted by any introduction of legislation or regulations restricting financial transactions with online or

mobile sports wagering operators or prohibiting the use of credit cards and other banking instruments for online or mobile sports

wagering transactions, or by any other increase in the stringency of regulation of financial transactions, whether in general

or in relation to the gambling industry in particular.

money laundering regulations may also affect the quickness and accessibility of payment processing systems, resulting in added

inconvenience to customers.

Card issuers and acquirers may dictate how transactions and products need to be coded and treated

which could also make an impact on acceptance rates.

Card issuers, acquirers, payment processors and banks may also cease to process

transactions relating to the online or mobile sports wagering industry as a whole or as to certain operators.

This would be due

to reputational and/or regulatory reasons or in light of increased compliance standards of such third parties that seek to limit

their business relationships with certain industry sectors considered as “high risk”

It may also result in

customers being dissuaded from accessing our product offerings if they cannot use a preferred payment option or the quality or

the speed of the supply is not suitable or accessible.

Any such developments may have a material and adverse effect on our future

financial position.

sports betting business may experience significant losses with respect to individual events or betting outcomes.

sports betting fixed-odds betting products will involve betting where winnings are paid on the basis of the stake placed and the

Odds are determined with the objective of providing an average return to the bookmaker over a large number of events

and therefore, over the long term.

Casinos, racetracks and professional sports teams/venues

have, accordingly, begun to enter into agreements to allow third-party sports wagering operators to operate skins through the

casino’s or racetrack’s license or otherwise through a license or approval issued to a professional sports team/venue.

certain of these agreements provide for a sports wagering operator to obtain “second skin” or “third skin”

access, meaning that another operator has the right to operate the first, and potentially the second, skin of a casino, racetrack or

professional sports team/venue to the extent permitted by law.

Consequently, if a state does not permit casinos, racetracks or professional

sports teams/venues to have more than one skin (or more than two skins as the case may be), an operator’s right to utilize a second

skin (or third skin as the case may be) is rendered meaningless in such state.

We have begun to enter into agreements allowing us market

access via the right to operate specific skins.

Certain of these agreements may contemplate us receiving second or third skins.

should states not permit our future casino, racetrack or professional sports team/venue partners to offer sports wagering through

an adequate number of skins, we would not have access to such markets (unless we enter into additional agreements for market access).

Our inability to gain access to offer mobile and internet sports wagering in states as such states legalize sports wagering

could have a material adverse effect on our business.

Further, states may adopt laws or promulgate regulations that impose regulatory

restrictions, regulatory requirements and/or taxes that make it impracticable or less attractive to perform our obligations pursuant

to our agreements for market access, which could have a material effect on our business.

can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports wagering

operations and launch of Fubo Sportsbook.

sports wagering operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against

an increasing number of competitors.

We launched the Fubo Sportsbook app in Iowa in November 2021 and in Arizona in December 2021, and

we expect to launch our Fubo Sportsbook app in additional states over the course of 2022 and beyond.

We have entered into certain

market access agreements with certain casinos, professional sports teams and other third parties and may enter into agreements

with additional strategic partners and other third-party vendors.

The success of our proposed sports wagering operations is dependent

on a number of additional factors that are beyond our control, including the ultimate tax rates, regulatory restrictions, and

requirements.

and license fees charged by jurisdictions across the United States;

our ability to gain market share in a newly developing

the timeliness and the technological and popular viability of our products;

our relationships with third-party providers (including

platform providers) and the ability of these parties to meet specific delivery and performance objectives and to conform their offerings

to the regulatory requirements of the jurisdictions in which we operate;

our ability to compete with new entrants in the market;

changes in consumer demographics and public tastes and preferences;

cancellations and delays in sporting seasons and sporting events

as a result of the COVID-19 pandemic;

and the availability and popularity of other forms of entertainment.

There can be no assurance

that we will be able to compete effectively or that our expansion will be successful and generate sufficient returns on our investment.

may not be able to achieve the expected benefits or financial returns of our launch of Fubo Sportsbook due to fees, costs, taxes,

delays or disruptions in connection with its roll out.

In part, we plan to leverage our TV streaming subscriber base to drive

sportsbook user conversion, and vice versa, however there can be no assurance that our TV streaming subscribers will engage in

sports wagering or that users of our Fubo Sportsbook app will subscribe to our TV streaming platform.

In addition, the

success of the Fubo Sportsbook roll out and continuing operations, including our ability to meet certain timing objectives, depends

in part on the timeliness and quality of products and services provided by third-party providers (including platform providers) and

our relationships with these third parties.

We exercise limited control over third-party providers, which increases our

vulnerability to any issues with the products and services they provide.

More particularly, the success of our roll out and

continuing operations will depend in part on the ability of such third-party providers to maintain their own gaming licenses and

regulatory approvals and to conform their offerings to the regulatory requirements of the jurisdictions in which we operate or seek

In this regard, our ability to obtain and maintain the requisite regulatory approvals to operate the Fubo Sportsbook

app, including gaming testing laboratory approvals, is dependent in part on the quality and performance of the offerings of our

third-party providers.

If we were forced to terminate a relationship with a third-party provider and replace such provider, we may

face significant delays in receiving the necessary regulatory approvals to commence operating or to continue operating our sports

wagering business.

Such delays could cause us to breach our obligations under our market access agreements.

Any of the factors

above could prevent us from receiving the expected returns of our launch of Fubo Sportsbook, cause the market price of our common

stock to decline, and have a material adverse effect on our financial condition, results of operations, and cash flows.

sports wagering business depends on the ongoing support of payment processors, the quality and cost of which may be variable in

certain jurisdictions.

sports wagering business depends on payment processing providers to facilitate the movement of funds between our sportsbook and

our customer base.

Anything that could interfere with or otherwise harm the relationships with payment service providers could have a

material adverse effect on our businesses.

Our ability to accept payments from our customers or facilitate withdrawals by them may be

restricted by any introduction of legislation or regulations restricting financial transactions with online or mobile sports wagering

operators or prohibiting the use of credit cards and other banking instruments for online or mobile sports wagering transactions,

or by any other increase in the stringency of regulation of financial transactions, whether in general or in relation to the gambling

industry in particular.

money laundering regulations may also affect the quickness and accessibility of payment processing systems, resulting in added inconvenience

to customers.

Card issuers and acquirers may dictate how transactions and products need to be coded and treated which could also make

an impact on acceptance rates.

Card issuers, acquirers, payment processors and banks may also cease to process transactions relating

to the online or mobile sports wagering industry as a whole or as to certain operators.

This would be due to reputational and/or

regulatory reasons or in light of increased compliance standards of such third parties that seek to limit their business relationships

with certain industry sectors considered as “high risk” sectors.

It may also result in customers being dissuaded from accessing

our product offerings if they cannot use a preferred payment option or the quality or the speed of the supply is not suitable or accessible.

Any such developments may have a material and adverse effect on our future financial position.

sports wagering business may experience significant losses with respect to individual events or wagering outcomes.

sports wagering fixed-odds wagering products involve wagering where winnings are paid on the basis of the stake

placed and the odds quoted.

Odds are determined with the objective of providing an average return to the bookmaker over a large number

of events and therefore, over the long term.

In contrast, there can be significant variation in gross win percentage event-by-event and

We will have systems and controls seeking to reduce the risk of daily losses occurring on a gross-win basis, but there

can be no assurance that these will be effective in reducing their exposure, and consequently, our exposure to this potential

risk in the future.

As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience

significant losses with regard to individual events or betting outcomes, specifically if large, individual bets are placed on

an event or betting outcome or series of events or betting outcomes.

Odds compilers and risk managers are capable of human error,

thus even noting that a number of betting products are subject to capped pay-outs, significant volatility can occur.

there may be such a volume of trading during any particular period that even automated systems would be unable to address and

eradicate all risks.

Any significant losses on a gross-win basis could have a material adverse effect on our business and its

This can result in a material adverse effect on its business, financial condition, and results of operations.

betting operations can fluctuate due to seasonal trends and other factors.

We have systems and controls seeking to reduce the risk of daily losses occurring on a gross-win basis, but there can be

no assurance that these will be effective in reducing their exposure, and consequently, our exposure to this potential risk in the future.

As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience significant losses

with regard to individual events or wagering outcomes, specifically if large, individual bets are placed on an event or wagering

outcome or series of events or wagering outcomes.

Odds compilers and risk managers are capable of human error, thus even noting

that a number of wagering products are subject to capped pay-outs, significant volatility can occur.

Furthermore, there may be

such a volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks.

Any significant losses on a gross-win basis could have a material adverse effect on our business and its cash flows.

This can result

in a material adverse effect on its business, financial condition, and results of operations.

wagering operations can fluctuate due to seasonal trends and other factors.

Our operations (and thus their financial performance)

are also dependent on the seasonal variations dictated by various sports calendars, which will have an effect on our financial

performance of such operations.

we will implement systems and controls to monitor and manage such risk stated above, there can be no assurance that these systems

and controls will be effective in reducing the exposure to this risk.

The effect of future fluctuations and single event losses

could have a material adverse effect on our cash flows.

This would create material adverse effect on our business, results of

operations, financial condition and prospects.

are also dependent on the seasonal variations dictated by various sports calendars, which will have an effect on our financial performance

of such operations.

we are implementing systems and controls to monitor and manage such risk stated above, there can be no assurance that these systems and

controls will be effective in reducing the exposure to this risk.

The effect of future fluctuations and single event losses could have

a material adverse effect on our cash flows.

This would create material adverse effect on our business, results of operations, financial

condition and prospects.

online and mobile sports wagering industries are intensely competitive and our potential inability to compete successfully could

1 unchanged sentence

is heightened competition among online and mobile sports wagering providers.

The online and mobile sports wagering industries

are shaped by increasing consumer demand and technological advances in the industry.

The online and mobile sports wagering industry

is characterized by increasing consumer demand and technological advances in the industry.

These advances create greater and stronger

1 unchanged sentence

A number of established, well-financed companies producing online and mobile sports wagering products and

services compete with our proposed product and service offerings.

These competitors may spend more money and time on developing

and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional

policies, or otherwise develop more commercially successful products or services than us, which could negatively impact our business.

must continually introduce and successfully market new and innovative technologies, product offerings and product enhancements

to remain competitive and effectively procure customer demand, acceptance, and engagement as a result of the intense industry

competition, along with other factors.

The process of developing new product offerings and systems is unclear and complex, and

new product offerings may not be well received by customers.

Although we intend to continue investing in research and development,

there can be no assurance that such investments will lead to successful new technologies or timely new product offerings or enhanced

existing product offerings with product life cycles long enough to be successful.

We may not recover the often substantial up-front

costs of developing and marketing new technologies and product offerings, or recover the opportunity cost of diverting management

and financial resources away from other technologies and product offerings.

services compete with our product and service offerings.

These competitors may spend more money and time on developing and testing products

and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop

more commercially successful products or services than us, which could negatively impact our business.

must continually introduce and successfully market new and innovative technologies, product offerings and product enhancements to remain

competitive and effectively procure customer demand, acceptance, and engagement as a result of the intense industry competition, along

with other factors.

The process of developing new product offerings and systems is unclear and complex, and new product offerings may

not be well received by customers.

Although we intend to continue investing in research and development, there can be no assurance that

such investments will lead to successful new technologies or timely new product offerings or enhanced existing product offerings with

product life cycles long enough to be successful.

We may not recover the often-substantial up-front costs of developing and marketing

new technologies and product offerings or recover the opportunity cost of diverting management and financial resources away from other

technologies and product offerings.

the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results

1 unchanged sentence

utilize a combination of proprietary and third-party technology to operate our business.

This includes the technology that we

have developed to recommend and merchandise content to our consumers as well as enable fast and efficient delivery of content

to our subscribers and their various consumer electronic devices.

For example, as part of the content delivery systems, we use

third-party CDNs.

To the extent Internet Service Providers (“ISPs”) do not interconnect with our CDN or charge us

to access their networks, or if we experience difficulties in our CDN’s operation, our ability to efficiently and effectively

deliver our streaming content to our subscribers could be adversely impacted and our business and results of operation could be

adversely affected.

This includes the technology that we have developed

to recommend and merchandise content to our consumers as well as enable fast and efficient delivery of content to our subscribers and

their various consumer electronic devices.

For example, as part of the content delivery systems, we use third-party content delivery

networks (“CDNs”).

To the extent Internet Service Providers (“ISPs”) do not interconnect with our CDN or charge

us to access their networks, or if we experience difficulties in our CDN’s operation, our ability to efficiently and effectively

deliver our streaming content to our subscribers could be adversely impacted and our business and results of operation could be adversely

our system for predicting subscriber content preferences is based on advanced data analytics systems and our proprietary algorithms.

We have invested, and will continue to invest, significant resources in refining these technologies;

however, we cannot assure

you that such investments will yield an attractive return or that such refinements will be effective.

The effectiveness of our

ability to predict subscriber content preferences depends in part on our ability to gather and effectively analyze large amounts

of subscriber data.

Our ability to predict content that our subscribers enjoy is critical to the perceived value of our platform

among subscribers and failure to make accurate predictions could materially adversely affect our ability to adequately attract

and retain subscribers and sell advertising to meet investor expectations for growth or to generate revenue.

We also utilize third-party

technology to help market our service, process payments, and otherwise manage the daily operations of our business.

If our technology

or that of third-parties we utilize in our operations fails or otherwise operates improperly, including as a result of “bugs”

in our development and deployment of software, our ability to operate our service, retain existing subscribers and add new subscribers

may be impaired.

Any harm to our subscribers’

personal computers or other devices caused by software used in our operations

could have an adverse effect on our business, results of operations and financial condition.

however, we cannot assure you that

such investments will yield an attractive return or that such refinements will be effective.

The effectiveness of our ability to predict

subscriber content preferences depends in part on our ability to gather and effectively analyze large amounts of subscriber data.

ability to predict content that our subscribers enjoy is critical to the perceived value of our platform among subscribers and failure

to make accurate predictions could materially adversely affect our ability to adequately attract and retain subscribers and sell advertising

to meet investor expectations for growth or to generate revenue.

We also utilize third-party technology to help market our service, process

payments, and otherwise manage the daily operations of our business.

If our technology or that of third parties we utilize in our operations

fails or otherwise operates improperly, including as a result of “bugs” in our development and deployment of software, our

ability to operate our service, retain existing subscribers and add new subscribers may be impaired.

Any harm to our subscribers’

personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of

operations and financial condition.

rely on third-party providers to validate the identity and identify the location of our users, and if such providers fail to perform

adequately, provide accurate information or we do not maintain business relationships with them, our business, financial condition and

results of operations could be adversely affected.

is no guarantee that the third-party geolocation and identity verification systems that we rely on will perform adequately or

be effective.

We rely on our geolocation and identity verification systems to ensure we are in compliance with certain laws and regulations,

and any service disruption to those systems would prohibit us from operating our offerings and would adversely affect our business.

Additionally, incorrect or misleading geolocation and identity verification data with respect to current or potential users received

from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who should not be permitted

to access them, or otherwise inadvertently deny access to individuals who should be able to access our offerings, in each case based

on inaccurate identity or geographic location determination.

Our third-party geolocation services provider relies on its ability to obtain

information necessary to determine geolocation from mobile devices, operating systems, and other sources.

Changes, disruptions or temporary

or permanent failure to access such sources by our third-party services providers may result in their inability to accurately determine

the location of our users.

Moreover, our inability to maintain our existing contracts with third-party services providers, or to replace

them with equivalent third parties, may result in our inability to access geolocation and identity verification data necessary for our

day-to-day operations.

If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business,

financial condition and results of operations could be adversely affected.

rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not

perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results

of operations could be adversely affected.

rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting

We rely on this data to determine when and how bets are settled.

We may experience errors in this data feed which may result

in us incorrectly settling bets.

If we cannot adequately resolve the issue with our users, our users may have a negative experience with

our offerings, our brand or reputation may be negatively affected and our users may be less inclined to continue or resume utilizing

our products or recommend our offerings to other potential users.

As such, a failure or significant interruption in our service may harm

our reputation, business and operating results.

if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable

terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable

Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations.

Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could

adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

Sportsbook’s growth will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users

in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results

of operations and prospects.

ability to achieve growth in gaming revenue in the future will depend, in large part, upon our ability to attract new users to our sports

wagering offerings, retain existing users of our offerings and reactivate users in a cost-effective manner.

Achieving growth in

our community of users may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not generate

a sufficient return on investment.

We have used and expect to continue to use a variety of free and paid marketing channels, in combination

with compelling offers and exciting games to achieve our objectives.

For paid marketing, we intend to leverage a broad array of advertising

channels, including television, radio, social media platforms, such as Facebook, Instagram, Twitter and Snap, affiliates and paid and

organic search, and other digital channels, such as mobile display.

If the search engines on which we rely modify their algorithms or

change their terms around gaming, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer

users may click through to our website.

If links to our website are not displayed prominently in online search results, if fewer users

click through to our website, if our other digital marketing campaigns are not effective, or if the costs of attracting users through

any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could

decline and our business, financial condition and results of operations could be harmed.

cannot assure that consumer adoption of our Fubo Sportsbook product offerings will continue or exceed current growth rates, or that the

industry will achieve more widespread acceptance.

Related to Regulation

gaming industry is heavily regulated and our failure to obtain or maintain applicable licensure or approvals, or otherwise comply

with applicable requirements, could be disruptive to our business and could adversely affect our operations.

and our officers, directors, major shareholders, key employees, and business partners will generally be subject to the laws and

regulations relating to sports wagering of the jurisdictions in which we will conduct such business.

jurisdictions where we will operate have, or will have, their own regulatory framework, more often than not these frameworks will

require us to receive a license.

Each jurisdiction will normally require us to make detailed and extensive disclosures as to their

beneficial ownership, their source of funds, the suitability and integrity of certain persons associated with the applicant, the

applicant’s management competence, structure, and business plans, the applicant’s proposed geographical territories

of operation, and the applicant’s ability to operate a gaming business in a socially responsible manner in compliance with

Such jurisdictions will also impose ongoing reporting and disclosure obligations, both on a periodic and ad hoc basis

in response to material issues affecting the business.

gaming-related technology will also be subject to testing and certification, generally designed to confirm matters such as the

fairness of the gaming products offered by the business, their ability to accurately generate settlement instructions, and recover

from outages.

gaming industry is heavily regulated and our failure to obtain or maintain applicable licensure or approvals, or otherwise comply with

applicable requirements, could be disruptive to our business and could adversely affect our operations.

and our officers, directors, major shareholders, key employees, and business partners will generally be subject to the laws and regulations

relating to sports wagering of the jurisdictions in which we conduct such business.

jurisdictions where we currently, or will in the future, operate have, or will have, their own regulatory framework, and more often than

not these frameworks will require us to receive a license.

Each jurisdiction typically requires us to make detailed and extensive disclosures

as to their beneficial ownership, their source of funds, the suitability and integrity of certain persons associated with the applicant,

the applicant’s management competence, structure, and business plans, the applicant’s proposed geographical territories of

operation, and the applicant’s ability to operate a gaming business in a socially responsible manner in compliance with regulation.

Such jurisdictions also impose ongoing reporting and disclosure obligations, both on a periodic and ad hoc basis in response to material

issues affecting the business.

gaming-related technology is also subject to testing and certification, generally designed to confirm matters such as the fairness

of the gaming products offered by the business, their compliance with applicable law and regulation, their ability to accurately

generate settlement instructions, and recover from outages.

gaming license may be revoked, suspended, or conditioned at any time.

The loss of a gaming license in one jurisdiction, or failure

to comply with regulatory requirements in a particular jurisdiction, could prompt the loss of a gaming license or affect our eligibility

for such a license in another jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other

jurisdictions, or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions,

or could cause payment processors or other third parties to stop providing services to us which we may rely upon to deliver or

promote our services.

These potential losses could cause us to cease offering some or all of its product offerings in the impacted

jurisdictions.

We may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could incur

fines or experience delays related to the licensing process, which could adversely affect its operations.

The process of determining

suitability may be expensive and time-consuming.

Our delay or failure to obtain gaming licenses in any jurisdiction may prevent

us from offering its products in such jurisdiction, increasing our customer base and/or generating revenues.

A gaming regulatory

body may refuse to issue or renew a gaming license if we, or one of its directors, officers, employees, major shareholders or

business partners:

(i) is considered to be a detriment to the integrity or lawful conduct or management of gaming, (ii) no longer

meets a licensing or registration requirement, (iii) has breached or is in breach of a condition of licensure or registration

or an operational agreement with a regulatory authority, (iv) has made a material misrepresentation, omission or misstatement

in an application for licensure or registration or in reply to an inquiry by a person conducting an audit, investigation or inspection

for a gaming regulatory authority, (v) has been refused a similar gaming license in another jurisdiction, (vi) has held a similar

gaming license in that state or another jurisdiction which has been suspended, revoked or cancelled, or (vii) has been convicted

of an offence, inside or outside of the U.S.

that calls into question the honesty or integrity of us or any of our directors,

officers, employees or associates.

The loss of a gaming license in one jurisdiction, or failure to

comply with regulatory requirements in a particular jurisdiction, could prompt the loss of a gaming license or affect our eligibility

for such a license in another jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions,

or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions, or could cause payment

processors or other third parties to stop providing services to us which we may rely upon to deliver or promote our services.

These potential

losses could cause us to cease offering some or all of our product offerings in the impacted jurisdictions.

We may be unable to obtain

or maintain all necessary registrations, licenses, permits or approvals, and could incur fines or experience delays related to the licensing

process, which could adversely affect our operations.

The process of determining suitability may be expensive and time-consuming.

delay or failure to obtain gaming licenses in any jurisdiction may prevent us from offering our products in such jurisdiction, increasing

our customer base and/or generating revenues.

A gaming regulatory body may refuse to issue or renew a gaming license if we, or one of

our directors, officers, employees, major shareholders or business partners:

(i) is considered to be a detriment to the integrity or

lawful conduct or management of gaming, (ii) no longer meets or refuses to comply with a licensing or registration requirement, (iii)

has breached or is in breach of a condition of licensure or registration or an operational agreement with a regulatory authority, (iv)

has made a material misrepresentation, omission or misstatement in an application for licensure or registration or in reply to an inquiry

by a person conducting an audit, investigation or inspection for a gaming regulatory authority, (v) has been refused a similar gaming

license in another jurisdiction, (vi) has held a similar gaming license in that state or another jurisdiction which has been suspended,

revoked or cancelled, or (vii) has been convicted of an offence, inside or outside of the United States that calls into question the

honesty or integrity of us or any of our directors, officers, employees or associates.

our product offerings must be approved in most regulated jurisdictions in which they are offered;

this process cannot be assured

or guaranteed.

this process cannot be assured or guaranteed.

It is a prolonged, potentially costly process to obtain these approvals.

A developer and provider of online or

mobile sports wagering products may pursue corporate regulatory approval with regulators of a particular jurisdiction while it

pursues technical regulatory approval for its product offerings by that same jurisdiction.

It is also possible that after incurring

significant expenses and dedicating substantial time and effort towards such regulatory approvals, we may not obtain either of

In the event we fail to obtain the necessary gaming license in a given jurisdiction, we would likely be prohibited from

operating in that particular jurisdiction altogether.

If we fail to seek, do not receive, or receive a suspension or revocation

of a license in a particular jurisdiction for our product offerings (including any related technology and software), then we cannot

operate in that jurisdiction and our gaming licenses in other jurisdictions may be impacted.

We may not be able to obtain all

necessary gaming licenses in a timely manner, or at all.

These delays in regulatory approvals or failure to obtain such approvals

may also serve as a barrier to entry to the market for our product offerings.

Our operations and future prospects will be affected

if we are unable to overcome these barriers to entry.

A developer and provider of online or mobile sports wagering

products may pursue corporate regulatory approval with regulators of a particular jurisdiction while it pursues technical regulatory

approval for its product offerings by that same jurisdiction.

It is also possible that after incurring significant expenses and dedicating

substantial time and effort towards such regulatory approvals, we may not obtain either of them.

In the event we fail to obtain the necessary

gaming license in a given jurisdiction, we would likely be prohibited from operating in that particular jurisdiction altogether.

fail to seek, do not receive, or receive a suspension or revocation of a license in a particular jurisdiction for our product offerings

(including any related technology and software), then we cannot operate in that jurisdiction and our gaming licenses in other jurisdictions

may be impacted.

We may not be able to obtain all necessary gaming licenses in a timely manner, or at all.

These delays in regulatory

approvals or failure to obtain such approvals may also serve as a barrier to entry to the market for our product offerings.

Our operations

and future prospects will be affected if we are unable to overcome these barriers to entry.

the extent new sports wagering jurisdictions are established or expanded, we cannot guarantee we will be successful in penetrating

such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions.

As we directly

or indirectly enter into new markets, we may encounter legal, regulatory, and political challenges that are difficult or impossible

to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new market

In the event we are unable to effectively develop and operate directly or indirectly within these new markets or

if our competitors are able to successfully penetrate geographic markets that we cannot access or where we face other restrictions,

then our business, operating results, and financial condition could be impaired.

Our failure to obtain or maintain the necessary

regulatory approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on our business.

We may need to be licensed, obtain approvals of our products and/or seek licensure of our officers, directors, major shareholders,

key employees or business partners to expand into new jurisdictions.

As we directly or

indirectly enter into new markets, we may encounter legal, regulatory, and political challenges that are difficult or impossible to foresee

and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new market opportunity.

event we are unable to effectively develop and operate directly or indirectly within these new markets or if our competitors are able

to successfully penetrate geographic markets that we cannot access or where we face other restrictions, then our business, operating

results, and financial condition could be impaired.

Our failure to obtain or maintain the necessary regulatory approvals in jurisdictions,

whether individually or collectively, would have a material adverse effect on our business.

We may need to be licensed, obtain approvals

of our products and/or seek licensure of our officers, directors, major shareholders, key employees or business partners to expand into

new jurisdictions.

This is a costly and time-consuming process.

Any delays in

obtaining or difficulty in maintaining regulatory approvals needed for expansion within existing markets or into new jurisdictions

can negatively affect our opportunities for growth.

This includes the growth of our customer base, or delay in our ability to

recognize revenue from our product offerings in any such jurisdictions.

legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations

and financial results.

There can be no assurance that legally enforceable and prohibiting legislation will not be proposed and

passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate, or regulate various aspects of

the Internet, e-commerce, payment processing, or the online and mobile wagering and interactive entertainment industries (or that

existing laws in those jurisdictions will not be interpreted negatively).

Moreover, legislation may require us to pay certain

fees in order to operate a sports wagering-related business.

Such fees include integrity fees paid to sports leagues and/or fees

required to obtain official sports-wagering related data.

Compliance with any such legislation may have a material adverse effect

on our business, financial condition and results of operations.

We will strive to comply with all applicable laws and regulations

relating to our business, However, it is possible that any requirements may be interpreted and applied in a manner that is inconsistent

from one jurisdiction to another and may conflict with other rules.

Non-compliance with any such law or regulations could expose

us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial

fines and negative publicity, each of which may have a material adverse effect on our business, financial condition, and results

Any delays in obtaining or difficulty in maintaining regulatory approvals

needed for expansion within existing markets or into new jurisdictions can negatively affect our opportunities for growth.

This includes

the growth of our customer base, or delay in our ability to recognize revenue from our product offerings in any such jurisdictions.

legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and

financial results.

There can be no assurance that legally enforceable and prohibiting legislation will not be proposed and passed in

jurisdictions relevant or potentially relevant to our business to prohibit, legislate, or regulate various aspects of the Internet, e-commerce,

payment processing, or the online and mobile betting and interactive entertainment industries (or that existing laws in those jurisdictions

will not be interpreted negatively).

Moreover, legislation may require us to pay certain fees in order to operate a sports wagering-related

Such fees include integrity fees paid to sports leagues and/or fees required to obtain official sports-wagering

related data.

Compliance with any such legislation may have a material adverse effect on our business, financial condition and results

of operations.

will be subject to regulatory investigations, which could cause us to incur substantial costs or require us to change our business

practices in a materially adverse manner.

expect to receive formal and informal inquiries from government authorities and regulators from time to time, including securities

authorities, tax authorities and gaming regulators, regarding its compliance with laws and other matters.

We expect to continue

to be the subject of investigations and audits in the future as we continue to grow and expand our operations.

Violation of existing

or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties providing a

negative effect on our financial condition and results of operations.

In addition, there is a possibility that future orders issued

by, or inquiries or enforcement actions initiated by, government or regulatory authorities may cause us to incur substantial costs,

expose us to unanticipated civil and criminal liability or penalties, or require us to change our business practices that may

have materially adverse effects to our business.

We will strive to comply with all applicable laws and regulations relating to our business, However, it is possible that

any requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with

We plan to tailor our product offerings to comply with requirements of each jurisdiction.

Non-compliance with any such law

or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as

well as substantial fines and negative publicity, each of which may have a material adverse effect on our business, financial condition,

and results of operations.

will be subject to regulatory investigations, which could cause us to incur substantial costs or require us to change our business practices

in a materially adverse manner.

expect to receive formal and informal inquiries from government authorities and regulators from time to time, including securities authorities,

tax authorities and gaming regulators, regarding our compliance with laws and other matters.

We expect to continue to be the subject

of investigations and audits in the future as we continue to grow and expand our operations.

Violation of existing or future regulatory

orders or consent decrees could subject us to substantial monetary fines and other penalties providing a negative effect on our financial

condition and results of operations.

In addition, there is a possibility that future orders issued by, or inquiries or enforcement actions

initiated by, government or regulatory authorities may cause us to incur substantial costs, expose us to unanticipated civil and criminal

liability or penalties, or require us to change our business practices that may have materially adverse effects to our business.

may not be able to capitalize on the expansion of sports wagering, including due to laws and regulations governing this industry.

intend to capitalize on the expansion of legalized sports wagering throughout the U.S.

The success of online and mobile sports

wagering and our product offerings may be affected by future developments in social networks, mobile platforms, regulatory developments,

payment processing laws, data and information privacy laws, and other factors that we are unable to predict and are beyond our

intend to capitalize on the expansion of legalized sports wagering throughout the United States.

The success of online and mobile

sports wagering and our product offerings may be affected by future developments in social networks, mobile platforms, regulatory

developments, payment processing laws, data and information privacy laws, and other factors that we are unable to predict and are beyond

Following these unpredictable issues, our future operating results relating to our sports wagering products are difficult

1 unchanged sentence

Additionally,

our ability to successfully pursue our sports wagering strategy depends on the laws and regulations relating to wagering through

interactive channels.

our ability to successfully pursue our sports wagering strategy depends on the laws and regulations relating to wagering

through interactive channels.

There is considerable debate over online and interactive real-money gaming and opposition to it as well.

5 unchanged sentences

cash flows and financial condition.

Combatting such efforts to curtail expansion of, or limit or prohibit, legalized online and

mobile sports wagering can again be time-consuming and can be extremely costly.

Combatting such efforts to curtail expansion of, or limit or prohibit, legalized online and mobile

sports wagering can again be time-consuming and can be extremely costly.

we fail to comply with any existing or future laws or requirements, regulators may take action against us.

1 unchanged sentence

fines, the conditioning, suspension or revocation of approvals, registrations, permits or licenses, and other disciplinary action.

If we fail to adequately adjust to any such potential changes, its business, results of operations or financial condition could

also be harmed.

shareholders will be subject to extensive governmental oversight, and if a shareholder is found unsuitable by a gaming authority,

that shareholder may not be able to beneficially own, directly or indirectly, certain of our securities.

number of jurisdictions’

gaming laws may require any of our shareholders to file an application, be investigated, and qualify

or have his, her, or its suitability determined by gaming authorities.

Gaming authorities have very broad discretion when ruling

on whether an applicant should be deemed suitable or not.

Subject to certain administrative proceeding requirements, the gaming

authorities have the authority to deny any application or limit, condition, revoke or suspend any gaming license, or fine any

person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

we fail to adequately adjust to any such potential changes, its business, results of operations or financial condition could also be

shareholders will be subject to extensive governmental oversight, and if a shareholder is found unsuitable by a gaming authority, that

shareholder may not be able to beneficially own, directly or indirectly, certain of our securities.

number of jurisdictions’ gaming laws may require any of our shareholders to file an application, be investigated, and qualify or

have his, her, or its suitability determined by gaming authorities.

Gaming authorities have very broad discretion when ruling on whether

an applicant should be deemed suitable or not.

Subject to certain administrative proceeding requirements, the gaming authorities have

the authority to deny any application or limit, condition, revoke or suspend any gaming license, or fine any person licensed, registered

or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

person found unsuitable by a gaming authority may not hold directly or indirectly ownership of any voting security or the beneficial

1 unchanged sentence

beyond the time prescribed by the relevant gaming authority.

A finding of unsuitability by a particular gaming authority impacts

that person’s ability to associate or affiliate with gaming licensees in that specific jurisdiction and could impact the

person’s ability to associate or affiliate with gaming license holders in other jurisdictions.

jurisdictions also require any person who obtains a beneficial ownership of more than a certain percentage, most normally 5%,

of voting securities of a publicly-traded gaming company or parent company thereof and, in some jurisdictions, non-voting securities

to report the acquisition to gaming authorities.

Gaming authorities may require such holders to apply for qualification or a finding

of suitability, subject to limited exceptions for “institutional investors”

that hold a company’s voting securities

for investment purposes only.

A finding of unsuitability by a particular gaming authority impacts that

person’s ability to associate or affiliate with gaming licensees in that specific jurisdiction and could impact the person’s

ability to associate or affiliate with gaming license holders in other jurisdictions.

jurisdictions also require any person who obtains a beneficial ownership of more than a certain percentage, most typically 5%, of voting

securities of a publicly-traded gaming company or parent company thereof and, in some jurisdictions, non-voting securities to report

the acquisition to gaming authorities.

Gaming authorities may require such holders to apply for qualification or a finding of suitability,

subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment

purposes only.

Other jurisdictions may also limit the number of gaming licenses with which a person may be associated.

a result, we intend to seek shareholder approval to adopt certain amendments to our articles of incorporation to facilitate compliance

with applicable gaming regulations.

These amendments, if approved, would provide us with the right, subject to certain conditions

set forth in our articles of incorporation, to redeem shares held by an unsuitable person.

Such redemption may be made at the

per share purchase price of the lesser of then fair market value and the price at which the stockholder acquired the shares.

redemption rights may negatively affect the trading price and/or liquidity of our shares.

The utilization of such redemption rights

may also negatively impact our cash flows and financial condition.

government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which

we conduct our business and we may incur greater operating expenses.

are subject to general business regulations and laws, as well as regulations and laws specific to the Internet, which may include

laws and regulations related to user privacy, data protection, information security, consumer protection, payment processing,

taxation, intellectual property, electronic contracts, Internet access and content restrictions.

We cannot guarantee that we have

been or will be fully compliant in every jurisdiction.

Litigation and regulatory proceedings are inherently uncertain, and the

laws and regulations governing issues such as privacy, payment processing, taxation and consumer protection related to the Internet

continue to develop.

For example, laws relating to the liability of providers of online services for activities of their subscribers

and other third parties have been tested by a number of claims, including actions based on invasion of privacy and other torts,

unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials

searched, the advertisements posted or the content provided by subscribers.

In some instances, we have certain protections against

claims related to such subscriber generated content, including or defamatory content.

Specifically, Section 230 of the Communications

Decency Act (CDA) provides immunity from liability for providers of an interactive computer service who publish defamatory information

provided by users of the service.

Immunity under the CDA has been well-established through case law.

On a regular basis, however,

challenges to both laws seek to limit immunity.

For example, a recent executive order and a letter from several senators to the

Federal Communications Commission (FCC) have renewed calls for the protections of Section 230 to be scaled back.

Any such changes

could affect our ability to claim protection under the CDA.

a result, we may in the future seek shareholder approval to adopt certain amendments to our articles of incorporation to facilitate

compliance with applicable gaming regulations and to otherwise operate in a manner consistent with best industry practices.

These amendments,

if approved, would provide us with the right, subject to certain conditions set forth in our articles of incorporation, to redeem shares

held by an unsuitable person.

Such redemption may be made at the per share purchase price of the lesser of then fair market value and

the price at which the stockholder acquired the shares.

Such redemption rights may negatively affect the trading price and/or liquidity

of our shares.

The utilization of such redemption rights may also negatively impact our cash flows and financial condition.

government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we conduct

our business and we may incur greater operating expenses.

are subject to general business regulations and laws, as well as regulations and laws specific to the Internet, which may include laws

and regulations related to user privacy, data protection, information security, consumer protection, payment processing, taxation, intellectual

property, electronic contracts, Internet access and content restrictions.

We cannot guarantee that we have been or will be fully compliant

in every jurisdiction.

Litigation and regulatory proceedings are inherently uncertain, and the laws and regulations governing issues

such as privacy, payment processing, taxation and consumer protection related to the Internet continue to develop.

our service and others like us gain traction in international markets, governments are increasingly looking to introduce new or extend

legacy regulations to these services, in particular those related to broadcast media and tax.

For example, European law enables individual

member states to impose levies and other financial obligations on media operators located outside their jurisdiction.

Several jurisdictions

have and others may, over time, impose financial and regulatory obligations on us.

In addition, the continued growth and development

of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us.

we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance

could cause us to incur additional expenses or alter our business model.

relating to the liability of providers of online services for activities of their subscribers and other third parties have been tested

by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement,

and other theories based on the nature and content of the materials searched, the advertisements posted, or the content provided by subscribers.

In some instances, we have certain protections against claims related to such subscriber generated content, including or defamatory content.

Specifically, Section 230 of the Communications Decency Act (the “CDA”) provides immunity from liability for providers of

an interactive computer service who publish defamatory information provided by users of the service.

Immunity under the CDA has been

well-established through case law.

Specifically, Section 230 of the Communications Act of 1934, which codifies the Communications Decency

Act, provides immunity from civil liability for providers of an interactive computer service with respect to content provided by users

of the service.

Immunity under Section 230 for defamation and related claims has been well-established through case law.

basis, however, parties in litigation seek to limit the scope of immunity under Section 230, and government officials and others propose

to eliminate or reduce existing liability protections via legislation.

Any such changes could affect our ability to claim protection

under Section 230.

as Internet commerce and advertising continues to evolve, increasing regulation by federal, state and foreign regulatory authorities

becomes more likely.

For example, California’s Automatic Renewal Law requires companies to adhere to enhanced disclosure

requirements when entering into automatically renewing contracts with consumers.

Other states have enacted similar laws in recent

As a result, a wave of consumer class action lawsuits has been brought against companies that offer online products and

services on a subscription or recurring basis, and we have received a letter alleging that we may have violated such a law.

failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation,

lost business, and proceedings or actions against us by governmental entities or others, which could impact our operating results.

As we improve our TV streaming platform, we may also be subject to new laws and regulations specific to such technologies.

For example, California’s Automatic Renewal Law requires companies to adhere to enhanced disclosure requirements

when entering into automatically renewing contracts with consumers.

Other states have enacted similar laws in recent years.

a wave of consumer class action lawsuits has been brought against companies that offer online products and services on a subscription

or recurring basis, and we have received a letter alleging that we may have violated such a law.

Any failure, or perceived failure, by

us to comply with any of these laws or regulations could result in damage to our reputation, lost business, and proceedings or actions

against us by governmental entities or others, which could impact our operating results.

As we improve our TV streaming platform, we

may also be subject to new laws and regulations specific to such technologies.

are subject to payment processing risk.

2 unchanged sentences

To the extent there are increases in payment processing

fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from

payment processors, changes to rules or regulations concerning payments, loss of payment partners and/or disruptions or failures

in the operations or security of our payment processing systems, partner systems or payment products, including products we use

to update payment information, our revenue, operating expenses and results of operation could be adversely impacted.

fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment

processors, changes to rules or regulations concerning payments, loss of payment partners and/or disruptions or failures in the operations

or security of our payment processing systems, partner systems or payment products, including products we use to update payment information,

our revenue, operating expenses and results of operation could be adversely impacted.

may be subject to fines or other penalties imposed by the Internal Revenue Service and other tax authorities.

of our subsidiaries are currently delinquent in filing annual tax returns with the Internal Revenue Service and several states.

We are in the process of working with our subsidiaries to remedy this issue by filing these delinquent tax returns.

subject to penalties and interest with the tax authorities because of the late tax returns.

There can be no assurance that we

will remedy our delinquent filings sufficiently, and we may face penalties and fees which would adversely affect our operating

results and investors’

confidence in our internal operations.

could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase

the costs our customers would have to pay for our subscriptions and adversely affect our operating results.

and use, value-added, goods and services, and similar tax laws and rates are complicated and vary greatly by jurisdiction.

is significant uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and

surcharges for sales made over the internet, as well as whether our subscriptions are subject to tax in various jurisdictions.

The vast majority of states have considered or adopted laws that impose collection obligations on out-of-state companies for such

Additionally, the Supreme Court of the U.S.

ruled in South Dakota v.

in the process of working with our subsidiaries to remedy this issue by filing these delinquent tax returns.

Although we do not believe

taxes are due, we may be subject to penalties and interest by the tax authorities because of the late tax returns.

There can be no

assurance that we will remedy our delinquent filings sufficiently, and we may face penalties and fees which would adversely affect our

operating results and investors’ confidence in our internal operations.

could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase the costs

our customers would have to pay for our subscriptions and adversely affect our operating results.

value-added, goods and services, and similar tax laws are complicated and vary greatly by jurisdiction.

Although the vast majority of

states have considered or adopted laws that impose collection obligations on out-of-state companies for such taxes, there is significant

uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and surcharges for sales made

over the internet, as well as whether our subscriptions are subject to tax in various jurisdictions.

Additionally, the Supreme Court

of the United States ruled in South Dakota v.

Wayfair, Inc.

(Wayfair) that online sellers

can be required to collect sales and use tax despite not having a physical presence in the buyer’s state.

In response to

Wayfair, or otherwise, states or local governments may enforce laws requiring us to calculate, collect, and remit taxes on sales

in their jurisdictions.

We have not always collected sales and other similar taxes in all jurisdictions in which we are required

We may be obligated to collect and remit sales tax in jurisdictions in which we have not previously collected and remitted

A successful assertion by one or more states requiring us to collect taxes where we historically have not or presently

do not do so could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.

imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create

additional administrative burdens for us and decrease our future sales, which could adversely affect our business and operating

(Wayfair) that online sellers can be required to collect sales tax

despite not having a physical presence in the buyer’s state.

In response to Wayfair, or otherwise, states or local governments

may enforce laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions.

We have not always collected sales

and other similar taxes in all jurisdictions in which we are required to.

We may be obligated to collect and remit sales tax in jurisdictions

in which we have not previously collected and remitted sales tax.

A successful assertion by one or more states requiring us to collect

taxes where we historically have not or presently do not do so could result in substantial tax liabilities, including taxes on past sales,

as well as penalties and interest.

The imposition by state governments or local governments of sales tax collection obligations on out-of-state

sellers could also create additional administrative burdens for us and decrease our future sales, which could adversely affect our business

and operating results.

are subject to taxation-related risks in multiple jurisdictions.

1 unchanged sentence

and foreign tax jurisdictions.

Judgment is required in

determining our global provision for income taxes, value added and other similar taxes, deferred tax assets or liabilities and

in evaluating our tax positions on a worldwide basis.

It is possible that our tax positions may be challenged by jurisdictional

tax authorities, which may have a significant impact on our global provision for income taxes.

Judgment is required in determining

our global provision for income taxes, value added and other similar taxes, deferred tax assets or liabilities and in evaluating our

tax positions on a worldwide basis.

It is possible that our tax positions may be challenged by jurisdictional tax authorities, which

may have a significant impact on our global provision for income taxes.

laws are being re-examined and evaluated globally.

New laws and interpretations of the law are taken into account for financial

statement purposes in the quarter or year that they become applicable.

Tax authorities are increasingly scrutinizing the tax positions

of multinational companies.

or other foreign tax authorities change applicable tax laws, our overall liability could increase,

and our business, financial condition or results of operations may be adversely impacted.

New laws and interpretations of the law are taken into account for financial statement

purposes in the quarter or year that they become applicable.

Tax authorities are increasingly scrutinizing the tax positions of multinational

or other foreign tax authorities change applicable tax laws, our overall liability could increase, and our business,

financial condition or results of operations may be adversely impacted.

In addition, the U.S.

government may enact significant changes

to the taxation of business entities including, among others, an increase in the corporate income tax rate Furthermore, governmental

agencies in domestic and international jurisdictions in which we and our affiliates do business, as well as the Organization for Economic

Cooperation and Development, have recently focused on issues related to the taxation of multinational corporations (such as “base

erosion and profit shifting”) and proposed potential changes to existing legislation (such as the imposition of minimum taxes).We

are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business

responsibility concerns and public opinion can significantly influence the regulation of sports wagering and impact responsible

1 unchanged sentence

opinion can meaningfully affect sports wagering regulation.

A negative shift in sports wagering perception by the public, by politicians

or by others could impact future legislation or regulation in different jurisdictions.

Moreover, such a shift could cause jurisdictions

to abandon proposals to legalize sports wagering, thereby limiting the number of new jurisdictions into which we could expand.

A negative shift in sports wagering perception by the public,

by politicians or by others could impact future legislation or regulation in different jurisdictions.

Moreover, such a shift could cause

jurisdictions to abandon proposals to legalize sports wagering, thereby limiting the number of new jurisdictions into which we

could expand.

Negative public perception also can lead to new, harsher restrictions on sports wagering.

It also could promote prohibition of

sports wagering in jurisdictions where sports wagering is presently legal.

with responsible betting and gaming could lead to negative publicity, resulting in increased regulatory attention, which may result

It also could promote

prohibition of sports wagering in jurisdictions where sports wagering is presently legal.

with responsible wagering and gaming could lead to negative publicity, resulting in increased regulatory attention, which may result

in restrictions on our operations.

If we had to restrict our marketing or product offerings or incur increased compliance costs,

a material adverse effect on its business, results of operations, financial condition and prospects could result.

If we had to restrict our marketing or product offerings or incur increased compliance costs, a material

adverse effect on its business, results of operations, financial condition and prospects could result.

Related to Our Operations

COVID-19 pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise

additional capital.

COVID-19 pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional

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

In response to government mandates, health care advisories and employee concerns, we have altered certain aspects of our operations.

Travel has been curtailed, and numerous professional and college sports leagues have cancelled or altered seasons and events.

As a result, our broadcasting partners had and are having to substitute other content in the place of previously scheduled live

sporting events.

While professional sports are returning in the United States, there is no guarantee that those seasons continue

uninterrupted or at all.

The potential further delay or cancellation of professional and college sports may cause us to temporarily

have less popular content available on our platform, which could negatively impact consumer demand for and subscription retention

to our platform and our number of paid subscribers.

full extent to which the COVID-19 pandemic and the various responses to it impacts our business, operations and financial results

will depend on numerous evolving factors that we may not be able to accurately predict, including:

the duration and scope of the

governmental, business and individuals’

actions that have been and continue to be taken in response to the pandemic;

the actions of professional and college sports leagues;

Since early 2020, sports content has continued to be impacted by COVID-19 due to travel restrictions and numerous professional and college

sports leagues cancelling or altering seasons and events.

As a result, our broadcasting partners had and are having to substitute other

content in the place of previously scheduled live sporting events.

While professional sports are returning in the United States, there

is no guarantee that those seasons continue uninterrupted or at all.

The potential further delay or cancellation of professional and

college sports may cause us to temporarily have less popular content available on our platform, which could negatively impact consumer

demand for and subscription retention to our platform and our number of paid subscribers.

full extent to which the COVID-19 pandemic and the various responses to it impacts our business, operations and financial results will

depend on numerous evolving factors that we may not be able to accurately predict, including:

the duration and scope of the pandemic;

governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic;

of professional and college sports leagues;

the availability and cost to access the capital markets;

the effect on

our subscribers and subscriber demand for and ability to pay for our platform;

disruptions or restrictions on our employees’

ability to work and travel;

and interruptions or restrictions related to the provision of streaming services over the internet,

including impacts on content delivery networks and streaming quality.

During the COVID-19 pandemic, we may not be able to provide

the same level of customer service that our subscribers are used to, which could negatively impact their perception of our platform

resulting in an increase in cancellations.

There can be no assurance that financing may be available on attractive terms, if at

Our workforce has had to spend a significant amount of time working from home, which may impact their productivity.

limitations caused by the pandemic have also resulted in us seeking extensions for our current and periodic filings with the SEC.

We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter our business

operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests

of our employees, subscribers and shareholders.

It is not clear what the potential effects any such alterations or modifications

may have on our business, including the effects on our subscribers, or on our financial results.

could be subject to claims or have liability based on defects with respect to certain historical corporate transactions that were

not properly authorized or documented.

have determined that there have been defects with respect to certain historical corporate transactions, including transactions

that were not or may not have been properly approved by our board of directors, transactions that may have breached our organizational

documents, or transactions that may not have been adequately documented.

we have attempted to narrow potential future claims by taking certain remedial corporate actions, the scope of liability with

respect to such defects is uncertain and we cannot be sure that these actions will entirely remediate these defects or that we

will not receive claims in the future from other persons asserting rights to shares of our capital stock, to stock options, or

to amounts owed under other equity or debt instruments or investment contracts.

To the extent any such claims are successful,

the claims could result in dilution to existing shareholders, payments by us to note holders or security holders, us having to

comply with registration or other investor rights, which could have a material adverse effect on our business, financial condition

and results of operations.

proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and

the effect on our subscribers and

subscriber demand for and ability to pay for our platform;

disruptions or restrictions on our employees’ ability to work and travel;

and interruptions or restrictions related to the provision of streaming services over the internet, including impacts on CDNs and streaming

During the COVID-19 pandemic, we may not be able to provide the same level of customer service that our subscribers are used

to, which could negatively impact their perception of our platform resulting in an increase in cancellations.

There can be no assurance

that financing may be available on attractive terms, if at all.

Our workforce continues to spend a significant amount of time working

from home, which may impact their productivity.

Such limitations caused by the pandemic have also resulted in us seeking extensions for

our current and periodic filings with the SEC.

We will continue to actively monitor the issues raised by the COVID-19 pandemic, including

the spread of variants, and may take further actions that alter our business operations as may be required by federal, state, local or

foreign authorities, or that we determine are in the best interests of our employees, subscribers and shareholders.

It is not clear what

the potential effects any such alterations or modifications may have on our business, including the effects on our subscribers, or on

our financial results.

could be subject to claims or have liability based on defects with respect to certain historical corporate transactions that were not

properly authorized or documented.

have determined that there have been defects with respect to certain historical corporate transactions relating to FaceBank Pre-Merger,

including transactions that were not or may not have been properly approved by our board of directors, transactions that may have breached

our organizational documents, or transactions that may not have been adequately documented.

we have attempted to narrow potential future claims by taking certain remedial corporate actions, the scope of liability with respect

to such defects is uncertain and we cannot be sure that these actions will entirely remediate these defects or that we will not receive

claims in the future from other persons asserting rights to shares of our capital stock, to stock options, or to amounts owed under other

equity or debt instruments or investment contracts.

To the extent any such claims are successful, the claims could result in dilution

to existing shareholders, payments by us to note holders or security holders, us having to comply with registration or other investor

rights, which could have a material adverse effect on our business, financial condition and results of operations.

proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.

time to time, we may be subject to litigation or claims that could negatively affect our business operations and financial position.

We may face allegations or litigation related to our acquisitions, securities issuances or business practices.

Litigation disputes

could cause us to incur unforeseen expenses, result in content unavailability, and otherwise occupy a significant amount of our

management’s time and attention, any of which could negatively affect our business operations and financial position.

the ultimate outcome of investigations, inquiries, information requests and related legal proceedings is difficult to predict,

such matters can be expensive, time-consuming and distracting, and adverse resolutions or settlements of those matters may result

in, among other things, modification of our business practices, reputational harm or costs and significant payments, any of which

could negatively affect our business operations and financial position.

quality of our customer support is important to our subscribers, and if we fail to provide adequate levels of customer support,

we could lose subscribers, which would harm our business.

For example, putative

class action lawsuits have been filed by certain of our shareholders against us and certain of our officers and directors alleging certain

violations of the federal securities laws in connection with certain statements we have made regarding our business and financial condition.

In addition, certain of our shareholders have filed related derivative lawsuits against certain of our officers and directors alleging

certain federal securities law violations and that the officers and directors breached their fiduciary duties and committed corporate

The securities class action litigations described above remain pending;

however, the derivative lawsuits were dismissed with prejudice

in June 2021.

Litigation disputes, including the disputes we are currently facing, could cause us to incur unforeseen expenses, result

in content unavailability, and otherwise occupy a significant amount of our management’s time and attention, any of which could

negatively affect our business operations and financial position.

While the ultimate outcome of investigations, inquiries, information

requests and related legal proceedings is difficult to predict, such matters can be expensive, time-consuming and distracting, and adverse

resolutions or settlements of those matters may result in, among other things, modification of our business practices, reputational harm

or costs and significant payments, any of which could negatively affect our business operations and financial position.

quality of our customer support is important to our subscribers, and if we fail to provide adequate levels of customer support, we could

lose subscribers, which would harm our business.

subscribers depend on our customer support organization to resolve any issues relating to our platform.

A high level of support

is critical for the successful marketing of our platform.

Providing high-level support is further challenging during the COVID-19

pandemic and resulting remote work environment.

If we do not effectively train, update and manage our customer support organization

that assists our subscribers in using our platform, and if that support organization does not succeed in helping them quickly

resolve any issues or provide effective ongoing support, it could adversely affect our ability to sell subscriptions to our platform

and harm our reputation with potential new subscribers.

could be subject to economic, political, regulatory and other risks arising from our international operations.

in international markets requires significant resources and management attention and subjects us to economic, political, regulatory

and other risks that may be different from or incremental to those in the U.S.

In addition to the risks that we face in the U.S.,

our international operations involve risks that could adversely affect our business, including:

A high level of support is critical

for the successful marketing of our platform.

Providing high-level support is further challenging during the COVID-19 pandemic and resulting

remote work environment.

If we do not effectively train, update and manage our customer support organization that assists our subscribers

in using our platform, and if that support organization does not succeed in helping them quickly resolve any issues or provide effective

ongoing support, it could adversely affect our ability to sell subscriptions to our platform and harm our reputation with potential new

may be unable to successfully expand our international operations and our international expansion plans, if implemented, will subject

us to a variety of economic, political, regulatory and other risks.

currently generate the vast majority of our revenue in the United States and have limited experience marketing, selling, licensing, running

or monetizing our platform outside the United States.

In addition, we have limited experience managing the administrative aspects of

a global organization.

of the United States, we operate in Canada, Spain, and, through our acquisition of Molotov, France.

We also have offices and employees

based in India through our acquisition of Edisn in December 2021.

While we intend to continue to explore opportunities to expand our

business in international markets in which we see compelling opportunities, we may not be able to create or maintain international market

demand for our platform.

in international markets requires significant resources and management attention and subjects us to economic, political, regulatory and

other risks that may be different from or incremental to those in the United States.

In addition to the risks that we face in the United

States, our international operations involve risks that could adversely affect our business, including:

legal and regulatory requirements, including country-specific data privacy and security laws

and regulations, consumer protection laws and regulations, tax laws, trade laws, labor regulations,

tariffs, export quotas, custom duties on cross-border movements of goods or data flows, extension

of limits on TV advertising minutes to OTT advertising, local content requirements, data

or data processing localization requirements, or other trade restrictions;

adoption and acceptance of streaming services in other countries;

need to adapt our content and user interfaces for specific cultural and language differences,

and costs associated with staffing and managing foreign operations;

including delivering support and training documentation in languages other than English;

ability to deliver or provide access to popular streaming channels or content to users in

certain international markets;

or unique competitive pressures as a result of, among other things, the presence of local

consumer electronics companies and the greater availability of free content on over-the-air

channels in certain countries, such as France;

inherent in efficiently staffing and managing an increased number of employees over large

geographic distances, including the need to implement appropriate systems, policies, compensation

and benefits, and compliance programs;

or social unrest and economic instability;

with laws such as the Foreign Corrupt Practices Act, UK Bribery Act and other anti-corruption laws, export controls and economic

sanctions, and local laws prohibiting corrupt payments to government officials;

in understanding and complying with local laws, regulations and customs in foreign jurisdictions, including local ownership

requirements for streaming content providers and laws and regulations relating to privacy, data protection and information

security, and the risks and costs of non-compliance with such laws, regulations and customs;

requirements or government action against our service, whether in response to enforcement of actual or purported legal and

regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content

in the applicable jurisdiction;

tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application

of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities

given the ultimate tax determination is uncertain;

in currency exchange rates;

with laws such as the Foreign Corrupt Practices Act, UK Bribery Act and other anti-corruption

laws, export controls and economic sanctions, and local laws prohibiting corrupt payments

to government officials;

with various privacy, data transfer, data protection, accessibility, consumer protection

and child protection laws in the European Union and other international markets that we operate

● difficulties

in understanding and complying with local laws, regulations and customs in foreign jurisdictions,

including local ownership requirements for streaming content providers and laws and regulations

relating to privacy, data protection and information security, and the risks and costs of

non-compliance with such laws, regulations and customs;

requirements or government action against our service, whether in response to enforcement

of actual or purported legal and regulatory requirements or otherwise, that results in disruption

or non-availability of our service or particular content in the applicable jurisdiction;

tax consequences such as those related to changes in tax laws or tax rates or their interpretations,

and the related application of judgment in determining our global provision for income taxes,

deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination

is uncertain;

legal and court systems, including limited or unfavorable intellectual property protection;

● fluctuations

in currency exchange rates could impact our revenue and expenses of our international operations

and expose us to foreign currency exchange rate risk;

repatriation and other restrictions on the transfer of funds;

payment processing systems;

capital constraints;

and different sources of competition.

and more stringent user protection, data protection, privacy and other laws, including data localization and/or restrictions

on data export, and local ownership requirements.

failure to manage any of these risks successfully could harm our international operations and our overall business and results

of our operations.

depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified

personnel, our ability to develop and successfully grow our business could be harmed.

believe that our future success is highly dependent on the talents and contributions of Edgar Bronfman, our Executive Chairman,

David Gandler, our Co-Founder and Chief Executive Officer, other members of our executive team, and other key employees, such

as engineering, finance, legal, research and development, marketing, and sales personnel.

Our future success depends on our continuing

ability to attract, develop, motivate, and retain highly qualified and skilled employees.

All of our employees, including our

senior management, are free to terminate their employment relationship with us at any time, and their knowledge of our business

and industry may be difficult to replace.

Qualified individuals are in high demand, particularly in the digital media industry,

and we may incur significant costs to attract them.

We use equity awards to attract talented employees, but if the value of our

common stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified employees.

If we are unable to attract and retain our senior management and key employees, we may not be able to achieve our strategic objectives,

and our business could be harmed.

In addition, we believe that our key executives have developed highly successful and effective

working relationships.

We cannot ensure that we will be able to retain the services of any members of our senior management or

other key employees.

If one or more of these individuals leave, we may not be able to fully integrate new executives or replicate

the current dynamic and working relationships that have developed among our senior management and other key personnel, and our

operations could suffer.

we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely

manner, our business and financial condition may be harmed.

Our failure to manage any of these risks successfully could harm our international

operations and our overall business and results of our operations.

operations outside the U.S.

may be adversely affected by the operation of laws in those jurisdictions.

operations in non-U.S.

jurisdictions are in many cases subject to the laws of the jurisdictions in which they operate rather than U.S.

Laws in some jurisdictions differ in significant respects from those in the U.S.

These differences can affect our ability to react

to changes in our business, and our rights or ability to enforce rights may be different than would be expected under U.S.

enforcement of laws in some overseas jurisdictions can be inconsistent and unpredictable, which can affect both our ability to enforce

our rights and to undertake activities that we believe are beneficial to our business.

In addition, the business and political climate

in some jurisdictions may encourage corruption, which could reduce our ability to compete successfully in those jurisdictions while remaining

in compliance with local laws or U.S.

anti-corruption laws applicable to our businesses.

As a result, our ability to generate revenue

and our expenses in non-U.S.

jurisdictions may differ from what would be expected if U.S.

law governed these operations.

depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified personnel,

our ability to develop and successfully grow our business could be harmed.

believe that our future success is highly dependent on the talents and contributions of Edgar Bronfman, our Executive Chairman, David

Gandler, our Co-Founder and Chief Executive Officer, other members of our executive team, and other key employees, such as engineering,

finance, legal, research and development, marketing, and sales personnel.

Our future success depends on our continuing ability to attract,

develop, motivate, and retain highly qualified and skilled employees.

All of our employees, including our senior management, are free

to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to

Qualified individuals are in high demand, particularly in the digital media industry, and we may incur significant costs to

attract them.

We use equity awards to attract talented employees, but if the value of our common stock declines significantly and remains

depressed, that may prevent us from recruiting and retaining qualified employees.

If we are unable to attract and retain our senior management

and key employees, we may not be able to achieve our strategic objectives, and our business could be harmed.

In addition, we believe

that our key executives have developed highly successful and effective working relationships.

We cannot ensure that we will be able to

retain the services of any members of our senior management or other key employees.

If one or more of these individuals leave, we may

not be able to fully integrate new executives or replicate the current dynamic and working relationships that have developed among our

senior management and other key personnel, and our operations could suffer.

impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.

financial performance is subject to worldwide economic conditions and their impact on levels of advertising spending.

by advertisers generally tend to reflect overall economic conditions, and to the extent that the economy continues to stagnate,

reductions in spending by advertisers could have a material adverse impact on our business.

Historically, economic downturns have

resulted in overall reductions in advertising spending.

Economic conditions may adversely impact levels of consumer spending,

which could adversely impact our number of subscribers.

purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is

adversely affected.

To the extent that overall economic conditions reduce spending on discretionary activities, our ability to

retain current and obtain new subscribers could be hindered, which could reduce our subscription revenue and negatively impact

our business.

Expenditures by

advertisers generally tend to reflect overall economic conditions, and to the extent that the economy continues to stagnate, reductions

in spending by advertisers could have a material adverse impact on our business.

Historically, economic downturns have resulted in overall

reductions in advertising spending.

conditions may adversely impact levels of consumer spending, which could adversely impact the number of users of our TV streaming and

sports wagering platforms.

Consumer purchases of discretionary items generally decline during recessionary periods and other periods

in which disposable income is adversely affected.

To the extent that overall economic conditions reduce spending on discretionary activities,

our ability to retain current and obtain new subscribers could be hindered, which could reduce our subscription and gaming revenue and

negatively impact our business.

in how we market our service could adversely affect our marketing expenses and subscription levels may be adversely affected.

utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service and content

to existing and potential new subscribers.

We may limit or discontinue use or support of certain marketing sources or activities

if advertising rates increase or if we become concerned that subscribers or potential subscribers deem certain marketing platforms

or practices intrusive or damaging to our brand.

If the available marketing channels are curtailed, our ability to engage subscribers

and attract new subscribers may be adversely affected.

that promote our service may decide that we negatively impact their business or may make business decisions that in turn negatively

For example, if they decide that they want to compete more directly with us, enter a similar business or exclusively

support our competitors, we may no longer have access to their marketing channels.

We also acquire a number of subscribers who

re-join our service having previously canceled their subscription.

If we are unable to maintain or replace our sources of subscribers

with similarly effective sources, or if the cost of our existing sources increases, our subscription levels and marketing expenses

utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service and content to existing

and potential new subscribers.

We may limit or discontinue use or support of certain marketing sources or activities if advertising rates

increase or if we become concerned that subscribers or potential subscribers deem certain marketing platforms or practices intrusive

or damaging to our brand.

If the available marketing channels are curtailed, our ability to engage subscribers and attract new subscribers

may be adversely affected.

that promote our service may decide that we negatively impact their business or may make business decisions that in turn negatively impact

For example, if they decide that they want to compete more directly with us, enter a similar business or exclusively support our

competitors, we may no longer have access to their marketing channels.

We also acquire a number of subscribers who re-join our service

having previously canceled their subscription.

If we are unable to maintain or replace our sources of subscribers with similarly effective

sources, or if the cost of our existing sources increases, our subscription levels and marketing expenses may be adversely affected.

utilize marketing to promote our content, drive conversation about our content and service, and drive viewing by our subscribers.

To the extent we promote our content inefficiently or ineffectively, we may not obtain the expected acquisition and retention

benefits and our business may be adversely affected.

continue to purse and may in the future engage in acquisitions, which involve a number of risks, and if we are unable to address

and resolve these risks successfully, such acquisitions could harm our business.

continue to purse and may in the future acquire businesses, products or technologies to expand our offerings and capabilities,

subscriber base and business.

The entities acquired in such acquisitions may not be profitable and may have significant liabilities.

We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions.

Any acquisition could

be material to our financial condition and results of operations.

Also, any anticipated benefits from a given acquisition, including,

but not limited to, the acquisition of Vigtory, Inc.

in February 2021, may never materialize.

the extent we promote our content inefficiently or ineffectively, we may not obtain the expected acquisition and retention benefits and

our business may be adversely affected.

continue to pursue and may in the future engage in strategic acquisitions and investments, which involve a number of risks, and if we

are unable to address and resolve these risks successfully, such acquisitions and investments could harm our business.

time to time, we acquire or invest in businesses, products or technologies to expand our offerings and capabilities, subscriber base

and business.

The risks associated with such acquisitions or investments include:

the difficulty of integrating solutions, operations,

and personnel;

inheriting liabilities and exposure to litigation;

failure to realize anticipated benefits and expected synergies;

diversion of management’s time and attention, among other risks related to strategic transactions.

We have evaluated, and expect

to continue to evaluate, a wide array of potential strategic transactions.

Any acquisition could be material to our financial condition

and results of operations.

Also, any anticipated benefits from a given acquisition, including, but not limited to, the acquisition of

Vigtory, Inc.

in February 2021 and Edisn and Molotov in December 2021, may never materialize.

In addition, the process of integrating

any businesses, products or technologies acquired by us may create unforeseen operating difficulties and expenditures and we may

have difficulties retaining key employees.

Any acquisitions in international markets would involve additional risks, including

those related to integration of operations across different cultures and languages, currency risks and the particular economic,

any businesses, products or technologies acquired by us may create unforeseen operating difficulties and expenditures and we may have

difficulties retaining key employees.

Acquisitions in international markets, including Edisn.

and Molotov, involve additional risks,

including those related to integration of operations across different cultures and languages, currency risks and the particular economic,

political and regulatory risks associated with specific countries.

We may not be able to address these risks successfully, or

at all, without incurring significant costs, delays or other operational problems, and if we were unable to address such risks

successfully, our business could be harmed.

We may not be successful in overcoming such risks, and such

acquisitions and investments may negatively impact our business.

In addition, if we do not complete an announced acquisition transaction

or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent

Acquisitions and investments may contribute to fluctuations in our quarterly financial results.

These fluctuations could

arise from transaction-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded

in connection with acquisitions and investments and could negatively impact our financial results.

Related to Privacy and Cybersecurity

are subject to a number of legal requirements and other obligations regarding privacy, security, and data protection, and any

actual or perceived failure to comply with these requirements or obligations could have an adverse effect on our reputation, business,

financial condition and operating results.

international, federal, and state laws and regulations govern the processing of personal information, including the collection,

use, retention, transfer, sharing and security of the data we receive from and about our subscribers and other individuals.

regulatory environment for the collection and processing of data relating to individuals, including subscriber and other consumer

data, by online service providers, content distributors, advertisers and publishers is unsettled in the U.S.

and internationally.

Privacy groups and government bodies, including the Federal Trade Commission, increasingly have scrutinized issues relating to

the use, collection, storage, disclosure, and other processing of data, including data that is associated with personal identities

or devices, and we expect such scrutiny to continue to increase.

Various federal, state and foreign government bodies and agencies

have adopted or are considering adopting laws and regulations limiting, or laws and regulations covering the processing, collection,

distribution, use, disclosure, storage, transfer and security of certain types of information.

In addition to government regulation,

self-regulatory standards and other industry standards may legally or contractually apply to us, be argued to apply to us, or

we may elect to comply with such standards or facilitate compliance by content publishers, advertisers, or others with such standards.

example, the California Consumer Privacy Act, or CCPA, became operative on January 1, 2020.

are subject to a number of legal requirements and other obligations regarding privacy, security, and data protection, and any actual

or perceived failure to comply with these requirements or obligations could have an adverse effect on our reputation, business, financial

condition and operating results.

international, federal, and state laws and regulations govern the processing of personal information, including the collection, use,

retention, transfer, sharing and security of the data we receive from and about our subscribers and other individuals.

The regulatory

environment for the collection and processing of data relating to individuals, including subscriber and other consumer data, by online

service providers, content distributors, advertisers and publishers is unsettled in the United States and internationally.

Privacy groups

and government bodies, including the Federal Trade Commission, increasingly have scrutinized issues relating to the use, collection,

storage, disclosure, and other processing of data, including data that is associated with personal identities or devices, and we expect

such scrutiny to continue to increase.

Various federal, state and foreign government bodies and agencies have adopted or are considering

adopting laws and regulations limiting, or laws and regulations covering the processing, collection, distribution, use, disclosure, storage,

transfer and security of certain types of information.

In addition to government regulation, self-regulatory standards and other industry

standards may legally or contractually apply to us, be argued to apply to us, or we may elect to comply with such standards or facilitate

compliance by content publishers, advertisers, or others with such standards.

example, the California Consumer Privacy Act (“CCPA”), became operative on January 1, 2020.

The CCPA requires covered businesses

to provide new disclosures to California consumers, and to afford such consumers the ability to access and delete their personal

information, opt out of certain personal information activities, and receive details about how their personal information is used.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected

to increase data breach litigation.

California voters also approved a modification of the CCPA, the California Privacy Rights

Act, or CPRA, in the November 2020 election.

to provide new disclosures to California consumers, and to afford such consumers the ability to access and delete their personal information,

opt out of certain personal information activities, and receive details about how their personal information is used.

The CCPA provides

for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.

California voters also approved a modification of the CCPA, the California Privacy Rights Act, or CPRA, in the November 2020 election.

The CPRA significantly expands the rights under the CCPA.

The CCPA and CPRA may increase

our compliance costs and exposure to liability.

Similarly, Virginia recently adopted the Virginia Consumer Data Protection Act,

or VCDPA, which will go into effect on January 1, 2023.

The VCDPA will grant Virginia residents certain rights with respect to

their personal data, has notice obligations, requires consent in some circumstances, among other things.

While there is no private

right of action, the VCDPA empowers the Attorney General to enforce the law.

As with the CCPA and the CPRA, the VCDPA may increase

our compliance costs and exposure to liability.

states are considering adopting similar laws.

The CCPA and CPRA may increase our compliance costs and exposure to liability.

Similarly, Virginia recently adopted the Virginia Consumer Data Protection Act, or VCDPA, which will go into effect on January 1, 2023.

The VCDPA will grant Virginia residents certain rights with respect to their personal data, has notice obligations, requires consent

in some circumstances, among other things.

While there is no private right of action, the VCDPA empowers the Attorney General to enforce

As with the CCPA and the CPRA, the VCDPA may increase our compliance costs and exposure to liability.

considering adopting similar laws.

Additionally,

our use of subscriber data to deliver relevant advertising on our platform places us and our content publishers at risk for claims

under a number of other unsettled laws, including the Video Privacy Protection Act, or VPPA.

Some content publishers have been

engaged in litigation over alleged violations of the VPPA relating to activities on online platforms in connection with advertising

provided by unrelated third parties.

The Federal Trade Commission has also revised its rules implementing the Children’s

Online Privacy Protection Act, or COPPA Rules, broadening the applicability of the COPPA Rules, including by expanding the types

of information that are subject to these regulations.

The COPPA Rules could effectively apply to limit the information that we

and, our content publishers and advertisers collect and use, the content of advertisements and certain channel partner content.

We and our content publishers and advertisers could be at risk for violation or alleged violation of these and other laws, regulations,

and other standards and contractual obligations relating to privacy, data protection, and information security.

the European Union, or EU, and its member states, there are laws and regulations that in some circumstances require informed consent

for the placement of cookies or other tracking technologies and the delivery of relevant advertisements.

More generally, the EU

General Data Protection Regulation 2016/679, or the GDPR, which has been in effect since May 25, 2018, imposes stringent obligations

relating to data protection and security and authorizes fines up to 4% of global annual revenue or €20 million, whichever

is greater, for certain violations.

the departure of the United Kingdom, or UK, from the EU has created uncertainty with regard to data protection regulation in the

In particular, while the UK has implemented the UK General Data Protection Regulation, and the UK Data Protection Act of 2018,

which implements and complements the UK GDPR are still in force, it is unclear whether the UK will receive an adequacy decision

from the European Commission that would allow the lawful transfer of data from the European Economic Area, or EEA, to the UK under

that adequacy decision.

Should the UK not be deemed adequate, transfers of data between the UK and the EEA will need to be pursuant

to a different transfer mechanism, such as the entry of Standard Contractual Clauses approved by the European Commission.

to comply with these obligations could subject us to liability.

Additionally, we may incur expenses, costs, and other operational

losses under the GDPR and the privacy laws of applicable EU Member States and the UK in connection with any measures we take to

comply with such laws.

certain legal mechanisms have been designed to allow for the transfer of personal data from the UK, EEA and Switzerland to the

U.S., uncertainty about compliance with such data protection laws remains and such mechanisms may not be available or applicable

with respect to the personal data processing activities necessary to research, develop and market our products.

For example, legal

challenges in Europe to the mechanisms allowing companies to transfer personal data from the EEA to the U.S.

have resulted in

further limitations on the ability to transfer personal data across borders.

In particular, certain governments have been unable

to reach agreement on or maintain existing mechanisms designed to support cross-border data transfers, such as the EU-U.S.

Privacy Shield Frameworks.

Specifically, on July 16, 2020, the Court of Justice of the European Union invalidated Decision

2016/1250 on the adequacy of the protection provided by the EU-U.S.

Privacy Shield Framework.

To the extent that we have relied

on the EU-U.S.

Privacy Shield Framework in the past, we will not be able to do so in the future, which could increase our costs

and limit our ability to process personal data from the EEA.

The same decision also challenged the ability to use one of the primary

alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer

personal data from the EEA to the U.S.

and most other countries without additional measures or assurances.

our use of subscriber data to deliver relevant advertising on our platform places us and our content publishers at risk for claims under

a number of other unsettled laws, including the Video Privacy Protection Act, or VPPA.

Some content publishers have been engaged in litigation

over alleged violations of the VPPA relating to activities on online platforms in connection with advertising provided by unrelated third

The Federal Trade Commission has also revised its rules implementing the Children’s Online Privacy Protection Act, or

COPPA Rules, broadening the applicability of the COPPA Rules, including by expanding the types of information that are subject to these

The COPPA Rules could effectively apply to limit the information that we and, our content publishers and advertisers collect

and use, the content of advertisements and certain channel partner content.

We and our content publishers and advertisers could be at

risk for violation or alleged violation of these and other laws, regulations, and other standards and contractual obligations relating

to privacy, data protection, and information security.

the European Union (“EU”) and its member states, the EU General Data Protection Regulation 2016/679, or the GDPR, which has

been in effect since May 25, 2018, imposes stringent obligations relating to data protection and security.

Further, the departure of

the United Kingdom (“UK”) from the EU has created a separate regime with similarly onerous obligations.

The GDPR, and UK

data protection law, each authorizes authorize regulators to impose sanctions, including changes to data processing, and each allow for

fines of up to 4% of global annual revenue or €20 million (£17.5 million), whichever is greater, for certain violations.

Additionally,

we may incur expenses, costs, and other operational losses under the GDPR and the privacy laws of applicable EU Member States and the

UK in connection with any measures we take to comply with such laws.

certain legal mechanisms have been designed to allow for the transfer of personal data from the UK, EEA and Switzerland to the United

States, uncertainty about compliance with such data protection laws remains and such mechanisms may not be available or applicable with

respect to the personal data processing activities necessary to research, develop and market our products.

In particular in July 2020,

the Court of Justice of the European Union (“CJEU”) limited how organizations could lawfully transfer personal data from

the EU/EEA to the United States by invalidating the Privacy Shield for purposes of international transfers and imposing further restrictions

on the use of standard contractual clauses (“SCCs”).

The European Commission issued revised SCCs on June 4, 2021 to account

for the decision of the CJEU and recommendations made by the European Data Protection Board.

The revised SCCs must be used for relevant

new data transfers from September 27, 2021;

existing standard contractual clauses arrangements must be migrated to the revised clauses

by December 27, 2022.

The new SCCs apply only to the transfer of personal data outside of the EEA and not the United Kingdom;

Information Commissioner’s Office launched a public consultation on its draft revised data transfers mechanisms in August 2021

and laid its proposal before Parliament, with the UK SCCs expected to come into force in March 2022, with a grace period.

There is some

uncertainty around whether the revised clauses can be used for all types of data transfers, particularly whether they can be relied on

for data transfers to non-EEA entities subject to the GDPR.

As authorities issue further guidance on data transfer mechanisms, including

circumstances where the SCCs cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or

regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions

in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant

systems and operations, and could adversely affect our financial results.

recent years, European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies,

web beacons and similar technology for online behavioral advertising.

In the EEA and the U.K., under national laws derived from the ePrivacy

Directive, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct

electronic marketing.

The GDPR also imposes conditions on obtaining valid consent for cookies, such as a prohibition on pre-checked consents

and a requirement to ensure separate consents are sought for each type of cookie or similar technology.

The current national laws that

implement the ePrivacy Directive are highly likely to be replaced across the EEA (but not directly in the UK) by the ePrivacy Regulation

which will significantly increase fines for non-compliance.

In addition, recent European court decisions and regulatory guidance are

driving increased attention to cookies and tracking technologies.

For example, in December 2020 the French data protection regulator

(the CNIL) imposed fines of EUR 100 million and EUR 35 million respectively against certain entities for alleged breaches of cookies

consent and transparency requirements;

and in December 2021, the CNIL imposed fines of EUR 150 million and EUR 60 million against certain

entities for alleged failures to allow users to easily reject cookies.

with the GDPR, CCPA, VCDPA, and other laws, regulations, and other obligations relating to privacy, data protection, data localization

or security may cause us to incur substantial operational costs or require us to modify our data handling practices.

We also expect

that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security,

and we cannot yet determine the impact such future laws, regulations and standards, or amendments to, expansions of or re-interpretations

of, existing laws and regulations, industry standards, or other obligations may have on our business.

New laws and regulations,

amendments to, expansions of or re-interpretations of existing laws and regulations, industry standards, and contractual and other

obligations may require us to incur additional costs and restrict our business operations.

the interpretation and application of laws, regulations, standards, contractual obligations and other obligations relating to

privacy, data processing and protection, and information security are uncertain, and these laws, standards, and contractual and

other obligations (including, without limitation, the Payment Card Industry Data Security Standard) may be interpreted and applied

in a manner that is, or is alleged to be, inconsistent with our data management and processing practices, our policies or procedures,

or the features of our platform.

We may face claims or allegations that we are in violation of these laws, regulations, standards,

or contractual or other obligations.

We could be required to fundamentally change our business activities and practices or modify

our platform or practices to address laws, regulations, or other obligations relating to privacy, data protection, or information

security, or claims or allegations that we have failed to comply with any of the foregoing, which could have an adverse effect

on our business.

We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our

ability to develop new features could be limited.

We also expect that

there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, and we cannot

yet determine the impact such future laws, regulations and standards, or amendments to, expansions of or re-interpretations of, existing

laws and regulations, industry standards, or other obligations may have on our business.

New laws and regulations, amendments to, expansions

of or re-interpretations of existing laws and regulations, industry standards, and contractual and other obligations may require us to

incur additional costs and restrict our business operations.

the interpretation and application of laws, regulations, standards, contractual obligations and other obligations relating to privacy,

data processing and protection, and information security are uncertain, and these laws, standards, and contractual and other obligations

(including, without limitation, the Payment Card Industry Data Security Standard) may be interpreted and applied in a manner that is,

or is alleged to be, inconsistent with our data management and processing practices, our policies or procedures, or the features of our

We may face claims or allegations that we are in violation of these laws, regulations, standards, or contractual or other obligations.

We could be required to fundamentally change our business activities and practices or modify our platform or practices to address laws,

regulations, or other obligations relating to privacy, data protection, or information security, or claims or allegations that we have

failed to comply with any of the foregoing, which could have an adverse effect on our business.

We may be unable to make such changes

and modifications in a commercially reasonable manner or at all, and our ability to develop new features could be limited.

regulation of data collection, use and distribution practices, including self-regulation and industry standards, changes in existing

laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of

laws and regulations, all could increase our cost of compliance and operation, limit our ability to grow our business or otherwise

harm our business.

Additionally, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies

that are applicable to the businesses of content publishers and advertisers may limit their use and adoption of, and reduce the

overall demand for, our platform and advertising on our platform, and content publishers and advertisers may be at risk for violation

or alleged violation of laws, regulations, and other standards relating to privacy, data protection, and information security

relating to their activities on our platform.

More generally, privacy, data protection, and information security concerns, whether

or not valid, may inhibit market adoption of our platform, particularly in certain countries.

actual or perceived inability to adequately address privacy, data protection or security-related concerns, even if unfounded,

or to successfully negotiate privacy, data protection or security-related contractual terms with content publishers, card associations,

advertisers, or others, or to comply with applicable laws, regulations and other obligations relating to privacy, data protection,

and security, could result in additional cost and liability to us.

We may face regulatory investigations and proceedings, claims

and litigation by governmental entities and private parties, damages for contract breach, damage to our reputation, restrictions

on the use of our platform by advertisers and sales of subscriptions to our platform, and additional liabilities as a result,

all of which could harm our business, reputation, financial condition, and results of operations.

significant interruptions, delays or discontinuations in service or disruptions in or unauthorized access to our computer systems

or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks,

could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber and corporate information,

or theft of intellectual property, including digital content assets, which could adversely impact our business.

reputation and ability to attract, retain and serve our subscribers is dependent upon the reliable performance and security of

our computer systems and those of third parties that we utilize in our operations.

These systems may be subject to damage or interruption

from, among other things, earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, rogue employees,

employees who are inattentive or careless and cause security vulnerabilities, power loss, telecommunications failures, and cybersecurity

Interruptions in these systems, or with the Internet in general, could make our service unavailable or degraded or otherwise

hinder our ability to deliver our service.

Service interruptions, errors in our software or the unavailability of computer systems

used in our operations could diminish the overall attractiveness of our subscription to existing and potential subscribers.

computer systems and those of third parties we use in our operations are subject to cybersecurity threats, including cyber-attacks

such as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions.

laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws and

regulations, all could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business.

Additionally, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to

the businesses of content publishers and advertisers may limit their use and adoption of, and reduce the overall demand for, our platform

and advertising on our platform, and content publishers and advertisers may be at risk for violation or alleged violation of laws, regulations,

and other standards relating to privacy, data protection, and information security relating to their activities on our platform.

generally, privacy, data protection, and information security concerns, whether or not valid, may inhibit market adoption of our platform,

particularly in certain countries.

actual or perceived inability to adequately address privacy, data protection or security-related concerns, even if unfounded, or to successfully

negotiate privacy, data protection or security-related contractual terms with content publishers, card associations, advertisers, or

others, or to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and security, could

result in additional cost and liability to us.

We may face regulatory investigations and proceedings, claims and litigation by governmental

entities and private parties, damages for contract breach, damage to our reputation, restrictions on the use of our platform by advertisers

and sales of subscriptions to our platform, and additional liabilities as a result, all of which could harm our business, reputation,

financial condition, and results of operations.

significant interruptions, delays or discontinuations in service or disruptions in or unauthorized access to our computer systems or

those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could

result in a loss or degradation of service, unauthorized disclosure of data, including subscriber and corporate information, or theft

of intellectual property, including digital content assets, which could adversely impact our business.

reputation and ability to attract, retain and serve our subscribers is dependent upon the reliable performance and security of our computer

systems and those of third parties that we utilize in our operations.

These systems may be subject to damage or interruption from, among

other things, earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, rogue employees, employees who are

inattentive or careless and cause security vulnerabilities, power loss, telecommunications failures, and cybersecurity risks.

Interruptions

in these systems, or with the Internet in general, could make our service unavailable or degraded or otherwise hinder our ability to

deliver our service.

Service interruptions, errors in our software or the unavailability of computer systems used in our operations could

diminish the overall attractiveness of our subscription to existing and potential subscribers.

computer systems and those of third parties we use in our operations are subject to cybersecurity threats, including cyber-attacks such

as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions.

These systems periodically

experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse

or theft of personal information and other data, content, confidential information, trade secrets or intellectual property.

Additionally,

outside parties may attempt to induce employees or subscribers to disclose sensitive or confidential information in order to gain

access to data.

Any attempt by hackers to obtain our data (including subscriber and corporate information) or intellectual property

(including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if

successful, could harm our business, be expensive to remedy and damage our reputation.

experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft

of personal information and other data, content, confidential information, trade secrets or intellectual property.

Additionally, outside

parties may attempt to induce employees or subscribers to disclose sensitive or confidential information in order to gain access to data.

Any attempt by hackers to obtain our data (including subscriber and corporate information) or intellectual property (including digital

content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our

business, be expensive to remedy and damage our reputation.

use third-party cloud computing services in connection with our business operations.

We also use third-party content delivery

networks to help us stream content to our subscribers over the Internet.

Problems faced by us or our third-party cloud computing

or other network providers, including technological or business-related disruptions, as well as cybersecurity threats and regulatory

interference, could adversely impact the experience of our users.

have implemented certain systems and processes designed to thwart hackers and protect our data and systems, but the techniques

used to gain unauthorized access to data, systems, and software are constantly evolving, and we may be unable to anticipate or

prevent unauthorized access, and we may be delayed in detecting unauthorized access or other security breaches and other incidents.

There is no assurance that hackers may not have a material impact on our service or systems in the future or that security breaches

or other incidents may not occur due to these or other causes.

Efforts and technologies to prevent disruptions to our service

and unauthorized access to our systems are expensive to develop, implement and maintain.

These efforts require ongoing monitoring

and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality

of or otherwise negatively impact our service offering and systems.

Additionally, disruption to our service and data security

breaches and other incidents may occur as a result of employee or contractor error.

Any significant disruption to our service

or access to our systems or any data that we or those who provide services for us maintain or otherwise process, or the perception

that any of these have occurred, could result in a loss of subscriptions, harm to our reputation, and adversely affect our business

and results of operations.

Further, a penetration of our systems or a third-party’s systems on which we depend or any loss

of or unauthorized access to, use, alteration, destruction, or disclosure of personal information or other data could subject

us to business, regulatory, contractual, litigation and reputation risk, which could have a negative effect on our business, financial

condition and results of operations.

With the increase in remote work during the current COVID-19 pandemic, we and the third parties

we use in our operations face increased risks to the security of infrastructure and data, and we cannot guarantee that our or

their security measures will prevent security breaches.

We also may face increased costs relating to maintaining and securing

our infrastructure and data that we maintain and otherwise process.

We also use third-party content delivery networks

to help us stream content to our subscribers over the Internet.

Problems faced by us or our third-party cloud computing or other network

providers, including technological or business-related disruptions, as well as cybersecurity threats and regulatory interference, could

adversely impact the experience of our users.

have implemented certain systems and processes designed to thwart hackers and protect our data and systems, but the techniques used to

gain unauthorized access to data, systems, and software are constantly evolving, and we may be unable to anticipate or prevent unauthorized

access, and we may be delayed in detecting unauthorized access or other security breaches and other incidents.

There is no assurance

that hackers may not have a material impact on our service or systems in the future or that security breaches or other incidents may

not occur due to these or other causes.

Efforts and technologies to prevent disruptions to our service and unauthorized access to our

systems are expensive to develop, implement and maintain.

These efforts require ongoing monitoring and updating as technologies change

and efforts to overcome security measures become more sophisticated and may limit the functionality of or otherwise negatively impact

our service offering and systems.

Additionally, disruption to our service and data security breaches and other incidents may occur as

a result of employee or contractor error.

Any significant disruption to our service or access to our systems or any data that we or those

who provide services for us maintain or otherwise process, or the perception that any of these have occurred, could result in a loss

of subscriptions, harm to our reputation, and adversely affect our business and results of operations.

Further, a penetration of our

systems or a third-party’s systems on which we depend or any loss of or unauthorized access to, use, alteration, destruction, or

disclosure of personal information or other data could subject us to business, regulatory, contractual, litigation and reputation risk,

which could have a negative effect on our business, financial condition and results of operations.

With the increase in remote work during

the current COVID-19 pandemic, we and the third parties we use in our operations face increased risks to the security of infrastructure

and data, and we cannot guarantee that our or their security measures will prevent security breaches.

We also may face increased costs

relating to maintaining and securing our infrastructure and data that we maintain and otherwise process.

Additionally,

we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover

any indemnification claims against us relating to any incident, that insurance will continue to be available to us on economically

reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

The successful assertion of one

or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies,

including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse

effect on our business, including our financial condition, operating results, and reputation.

we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification

claims against us relating to any incident, that insurance will continue to be available to us on economically reasonable terms, or at

all, or that any insurer will not deny coverage as to any future claim.

The successful assertion of one or more large claims against

us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the

imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial

condition, operating results, and reputation.

Related to Our Intellectual Property

could become subject to litigation regarding intellectual property rights that could be costly and harm our business.

parties have previously asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated

their intellectual property rights.

Plaintiffs that have no relevant product revenue may not be deterred by our own issued patents

Third parties have previously asserted, and may in the future assert, that

we have infringed, misappropriated, or otherwise violated their intellectual property rights.

While the existence of our patent portfolio

may deter some plaintiffs from asserting claims against us, from time to time we have faced, and expect to continue to face, allegations

from “non-practicing entities.” Because these non-practicing entities have no relevant product revenue, and they exist primarily

for the purpose of monetizing their patent portfolio through licensing and litigation, they may not be deterred by our own issued patents

and pending patent applications in bringing intellectual property rights claims against us.

The cost of patent litigation or other

proceedings, even if resolved in our favor, could be substantial.

Some of our competitors may be better able to sustain the costs

of such litigation or proceedings because of their substantially greater financial resources.

Patent litigation and other proceedings

may also require significant management time and divert management from our business.

Uncertainties resulting from the initiation

and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace.

The occurrence

of any of the foregoing risks could harm our business.

a result of intellectual property infringement claims, or to avoid potential claims, we have previously chosen to, and may in

the future choose or be required to, seek licenses from third parties.

These licenses may not be available on commercially reasonable

terms, or at all.

Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties

or both, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same

intellectual property.

In addition, the rights that we secure under intellectual property licenses may not include rights to all

of the intellectual property owned or controlled by the licensor, and the scope of the licenses granted to us may not include

rights covering all of the products and services provided by us and our licensees.

Defending ourselves against intellectual property

infringement claims, whether or not they have merit, could be costly and could result in the diversion of resources and management time

and attention, even if we are ultimately successful in the defending the claim.

If a claim is successfully asserted against us, in addition

to being liable for damages, our ability to use our current streaming technology and market our service could be restricted.

have to remove content from our service, or marketing materials.

As a result of a dispute, we may have to develop non-infringing technology,

enter into royalty or licensing agreements, adjust our content, or marketing activities or take other actions to resolve the claims.

of our competitors may be better able to sustain the costs of such litigation or proceedings because of their substantially greater financial

Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability

to compete in the marketplace.

The occurrence of any of the foregoing risks could harm our business.

As a result of intellectual property infringement

claims, or to avoid potential claims, we have previously chosen to, and may in the future choose or be required to, seek licenses from

third parties.

These licenses may not be available on commercially reasonable terms, or at all.

Even if we are able to obtain a license,

the license would likely obligate us to pay license fees, royalties or other consideration, and the rights granted to us might be nonexclusive,

with the potential for our competitors to gain access to the same intellectual property.

Furthermore, an adverse outcome of a dispute

may require us to pay damages, potentially including treble damages and attorneys’

fees, if we are found to have willfully

infringed a party’s intellectual property;

cease making, licensing or using technologies that are alleged to infringe or

misappropriate the intellectual property of others;

expend additional development resources to redesign our solutions;

potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content or materials;

may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed

a party’s intellectual property.

We may also be required to cease making, licensing or using technologies that are alleged to infringe

or misappropriate the intellectual property of others, and as a result may need to expend additional development resources to redesign

our solutions;

enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies,

content or materials;

and to indemnify our partners and other third parties.

In addition, any lawsuits regarding intellectual property rights, regardless

of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel.

Historically,

we have acquired certain intellectual property from third parties pursuant to asset purchase agreements or similar agreements

in connection with corporate acquisitions and bankruptcy proceedings.

We also generally enter into confidentiality and invention

assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom

we have strategic relationships and business alliances.

However, these agreements may not have been properly entered into on every

occasion with the applicable counterparty, and such agreements may not always have been effective when entered into in granting

ownership of, controlling access to and distribution of our proprietary information.

Further, these agreements do not prevent

our competitors or partners from independently developing technologies that are substantially equivalent or superior to our platform.

inability to obtain music licenses could be costly and harm our business.

Company relies on its content suppliers to secure the rights of public performance or communication to the public for musical

works and sound recordings embodied in any programming provided to or through the Company’s platform.

If our content suppliers

have not secured public performance or communication to the public licenses on a through to the viewer basis, then the Company

could have liability to copyright owners or their agents for such performances or communications.

If our content suppliers are

unable to secure such rights from copyright owners, then the Company may have to secure public performance and communication to

the public licenses in its own name.

The Company may not be able to obtain such licenses on favorable economic terms, and music

licensors may assert that we have infringed their intellectual property rights in the absence of a license.

The occurrence of

any of the foregoing risks could harm our business.

An inability to obtain licenses for our

streaming content from suppliers or other rights holders could be costly and harm our business.

We rely on our content suppliers to secure the

rights to publicly perform and display the musical works and sound recordings embodied in any programming provided to or through our

If our content suppliers have not secured public performance or communication to the public licenses on a through to the viewer

basis, then we could be liable to copyright owners or their agents copyright infringement.

If our content suppliers are unable to secure

such rights from copyright owners, then we may have to secure licenses in our own name.

We cannot guarantee that our content providers

or we have or will be able to obtain all of the licenses we need to stream our content, as the process of obtaining such licenses involves

many rights holders, some of whom are unknown, and myriad complex legal issues across many jurisdictions, including open questions of

law as to when and whether particular licenses are needed.

Additionally, rights holders, creators, performers, writers and their agents,

or societies, unions, guilds, or legislative or regulatory bodies have created and may continue to create or attempt to create new rights

or regulations that could require our content providers or us to enter into license agreements with, and pay royalties to, newly defined

groups of rights holders, some of which may be difficult or impossible to identify.

We cannot guarantee that the licenses currently

held by our content providers or by us will continue to be available in the future at rates and on terms that are favorable or commercially

reasonable or at all.

The terms of these licenses, including the royalty rates that our content providers or we are required to pay pursuant

to them, may change as a result of changes in our bargaining power, the industry, laws and regulations, or for other reasons.

in royalty rates or changes to other terms of these licenses could have an impact on how much our content providers charge us, and accordingly

they may materially impact our business, operating results, and financial condition.

Additionally, our content suppliers may develop

their own streaming services and may be unwilling to provide us with access to certain content.

If we do not maintain a compelling mix

of content, our customer acquisition and retention may be adversely affected.

The occurrence of any of the foregoing risks could harm

our business.

our technology, trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors,

the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants

and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to

protect our technology and proprietary rights.

We may also seek to enforce our proprietary rights through court proceedings or

other legal actions.

We have filed and we expect to file from time to time for trademark and patent applications.

Nevertheless,

these applications may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by

us, third parties may knowingly or unknowingly infringe our intellectual property rights, and we may not be able to prevent infringement

or misappropriation without substantial expense to us.

If the protection of our intellectual property rights is inadequate to

prevent use or misappropriation by third parties, the value of our brand, content, and other intangible assets may be diminished.

to protect our domain names could also adversely affect our reputation and brand and make it more difficult for subscribers to

find our website and our service.

We may be unable, without significant cost or at all, to prevent third parties from acquiring

domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.

The success of our business depends on our ability

to protect and enforce our patents, trade secrets, trademarks, copyrights, and all of our other intellectual property rights, including

the intellectual property rights underlying our Service.

We attempt to protect our intellectual property under patent, trade secret,

trademark, and copyright law through a combination of intellectual property registration, employee, third-party assignment and nondisclosure

agreements, other contractual restrictions, technological measures, and other methods.

We also generally enter into confidentiality and

invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom

we have strategic relationships and business alliances.

However, these agreements may not have been properly entered into on every occasion

with the applicable counterparty, and such agreements may not always have been effective when entered into in granting ownership of,

controlling access to and distribution of our proprietary information.

Further, these agreements do not prevent our competitors or partners

from independently developing technologies that are substantially equivalent or superior to our platform.

We have filed and we expect to file from time

to time for trademark and patent applications.

Nevertheless, these applications may not be approved, or if approved, they may be limited

in scope and might not provide us with a meaningful competitive advantage.

Furthermore, third parties may oppose our applications, or

challenge the validity or enforceability of any patents or other intellectual property issued or registered to, or otherwise held by

Third parties may also knowingly or unknowingly infringe our intellectual property rights, and litigation or proceedings before governmental

authorities and administrative bodies may be necessary in the future to enforce our intellectual property rights, to protect our patent

rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others.

efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources

and management time, each of which could substantially harm our operating results.

Additionally, changes in law may be implemented, or

changes in interpretation of such laws may occur, that may affect our ability to protect and enforce our patents and other intellectual

If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the

value of our brand, content, and other intangible assets may be diminished.

Furthermore, failure to protect our domain names could also

adversely affect our reputation and brand and make it more difficult for subscribers to find our website and our service.

We may be unable,

without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise

decrease the value of our trademarks and other proprietary rights.

use of open-source software could impose limitations on our ability to commercialize our platform.

incorporate open source software in our platform.

From time to time, companies that incorporate open source software into their

products have faced claims challenging the ownership of open source software and/or compliance with open source license terms.

Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or non-compliance

with open source licensing terms.

Although we monitor our use of open source software, the terms of many open source software

licenses have not been interpreted by U.S.

courts, and there is a risk that such licenses could be construed in a manner that

could impose unanticipated conditions or restrictions on our ability to sell subscriptions to our platform.

In such event, we

could be required to make our proprietary software generally available to third parties, including competitors, at no cost, to

seek licenses from third parties in order to continue offering our platform, to re-engineer our platform or to discontinue our

platform in the event re-engineering cannot be accomplished on a timely basis or at all, any of which could harm our business.

we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may

We incorporate open-source software in our platform.

From time to time, companies that incorporate open-source software into their products have faced claims challenging the ownership of

open-source software and/or compliance with open-source license terms.

Therefore, we could be subject to suits by parties claiming ownership

of what we believe to be open-source software or non-compliance with open-source licensing terms.

Use and distribution of open source

software may also entail greater risks than that of third-party commercial software, as open source licensors generally do not provide

warranties or other contractual protections regarding infringement claims or the quality of the code.

In addition, certain open source

licenses require that source code for software programs that are subject to the license be made available to the public and that any

modifications or derivative works to such open source software continue to be licensed under potentially unfavorable terms or at no or

minimal cost.

Although we monitor our use of open-source software

in an effort both to comply with the terms of the applicable open source licenses and to avoid subjecting our software to conditions

we do not intend, the terms of many open-source licenses have not been interpreted by U.S.

courts, and there is a risk that these licenses

could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our platform.

By the terms of certain open source licenses, we could be required to release the source code of our software and to make our software

available under open source licenses, if we combine or distribute or link our software with open source software in certain manners.

In the event that portions of our software are determined to be subject to an open source license, we could be required to publicly release

the affected portions of our source code, re-engineer all, or a portion of, that software or otherwise be limited in the licensing of

our software, each of which could negatively impact the value of our platform.

While we are selective in our use of open source software

and we have taken precautions to reduce the risk of subjecting our software to problematic “copyleft” open source license

terms, many of the of the risks associated with usage of open source software cannot be eliminated, and could negatively affect our business,

results of operations and financial condition.

we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may be impaired.

utilize commercially available off-the-shelf technology in the development of our platform.

3 unchanged sentences

may be unavailable to us on commercially reasonable terms, if at all.

If we are unable to obtain necessary third-party licenses,

we may be required to obtain substitute technologies with lower quality or performance standards, or at a greater cost, any of

which could harm the competitiveness of our platform and our business.

Related to the 2026 Notes

may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes in cash or to repurchase the 2026

Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase

of the 2026 Notes.

of the 2026 Notes will have the right to require us to repurchase all or a portion of the 2026 Notes upon the occurrence of a

fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be

repurchased, plus accrued and unpaid interest, if any.

In addition, upon conversion of the 2026 Notes, unless we elect to deliver

solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share),

we will be required to make cash payments in respect of the notes being converted.

If we are unable to obtain necessary third-party licenses, we may

be required to obtain substitute technologies with lower quality or performance standards, or at a greater cost, any of which could harm

the competitiveness of our platform and our business.

Related to the 2026 Convertible Notes

may not have the ability to raise the funds necessary to settle conversions of the 2026 Convertible Notes in cash or to repurchase the

2026 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion

or repurchase of the 2026 Convertible Notes.

of the 2026 Convertible Notes will have the right to require us to repurchase all or a portion of the 2026 Convertible Notes upon the

occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 Convertible

Notes to be repurchased, plus accrued and unpaid interest, if any.

In addition, upon conversion of the 2026 Convertible Notes, unless

we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional

share), we will be required to make cash payments in respect of the notes being converted.

Moreover, we will be required to repay the

2026 Notes in cash at their maturity unless earlier converted, redeemed, or repurchased.

However, we may not have enough available

cash or be able to obtain financing at the time we are required to make repurchases of all or a portion of the 2026 Notes surrendered

therefor or pay cash with respect to notes being converted or at their maturity.

addition, our ability to repurchase the 2026 Notes or to pay cash upon conversions of all or a portion of the 2026 Notes or at

their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness.

Our failure to repurchase

all or a portion of the 2026 Notes at a time when the repurchase is required by the indenture or to pay cash upon conversions

of all or a portion of the 2026 Notes or at their maturity as required by the indenture would constitute a default under the indenture.

A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future

indebtedness.

2026 Convertible Notes in cash at their maturity unless earlier converted, redeemed, or repurchased.

However, we may not have enough

available cash or be able to obtain financing at the time we are required to make repurchases of all or a portion of the 2026 Convertible

Notes surrendered therefor or pay cash with respect to notes being converted or at their maturity.

addition, our ability to repurchase the 2026 Convertible Notes or to pay cash upon conversions of all or a portion of the 2026 Convertible

Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness.

Our failure to

repurchase all or a portion of the 2026 Convertible Notes at a time when the repurchase is required by the indenture or to pay cash upon

conversions of all or a portion of the 2026 Convertible Notes or at their maturity as required by the indenture would constitute a default

under the indenture.

A default under the indenture or the fundamental change itself could also lead to a default under agreements governing

our future indebtedness.

Moreover, the occurrence of a fundamental change under the indenture could constitute an event of default under

any such agreement.

A default under the indenture or the fundamental change itself could also lead to a default under agreements

governing our existing or future indebtedness.

If the payment of the related indebtedness were to be accelerated after any applicable

notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments

upon conversions thereof.

conditional conversion feature of all or a portion of the 2026 Notes, if triggered, may adversely affect our financial condition

A default under the indenture or the fundamental change itself could also lead to a default under agreements governing

our existing or future indebtedness.

If the payment of the related indebtedness were to be accelerated after any applicable notice or

grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions

conditional conversion feature of all or a portion of the 2026 Convertible Notes, if triggered, may adversely affect our financial condition

and operating results.

the event the conditional conversion feature of any or all of the 2026 Notes is triggered, holders of the 2026 Notes will be entitled

to convert their 2026 Notes at any time during specified periods at their option.

If one or more holders elect to convert 2026

Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying

cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation

in cash, which could adversely affect our liquidity.

In addition, even if holders of the 2026 Notes do not elect to convert their

2026 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal

of the 2026 Notes as a current rather than long-term liability, which would result in a material reduction of our net working

accounting method for convertible debt securities that may be settled in cash, such as the 2026 Notes, could have a material effect

on our reported financial results.

Accounting Standards Codification 470-20, Debt with Conversion and Other Options (“ASC 470-20”), an entity

must separately account for the liability and equity components of convertible debt instruments (such as the 2026 Notes) that

may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost.

The effect of ASC 470-20 on the accounting for the 2026 Notes is that the equity component is required to be included in the additional

paid-in capital section of stockholders’

equity on our consolidated balance sheet at the issuance date and the value of

the equity component would be treated as debt discount for purposes of accounting for the liability component of the 2026 Notes.

As a result, we will be required to record a greater amount of non-cash interest expense as a result of the accretion to the carrying

value of the 2026 Notes to their face amount over the term of the 2026 Notes.

We will report larger net losses (or lower net income)

in our financial results because ASC 470-20 will require interest to include both the amortization of the debt discount and the

instrument’s nonconvertible coupon interest rate, which could adversely affect our reported or future financial results,

the trading price of our common stock and the trading price of the 2026 Notes.

addition, under certain circumstances, convertible debt instruments (such as the 2026 Notes) that may be settled entirely or partly

in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion

of such notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value

of such notes exceeds their principal amount.

Under the treasury stock method, for diluted earnings per share purposes, the transaction

is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle

such excess in shares, are issued.

If we are unable or otherwise elect not to use the treasury stock method in accounting for

the shares issuable upon conversion of the 2026 Notes, then our diluted earnings per share could be adversely affected.

August 2020, the FASB published an Accounting Standards Update (“ASU”) 2020-06, which amends these accounting standards

by reducing the number of accounting models for convertible instruments and limiting instances of separate accounting for the

debt and equity or a derivative component of the convertible debt instruments.

ASU 2020-06 also will no longer allow the use of

the treasury stock method for convertible instruments and instead require application of the “if-converted”

Under that method, diluted earnings per share will generally be calculated assuming that all the 2026 Notes were converted solely

into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely

affect our diluted earnings per share.

These amendments will be effective for public companies for fiscal years beginning after

December 15, 2021, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020.

in the indenture for the 2026 Notes may deter or prevent a business combination that may be favorable to you.

a fundamental change occurs prior to the maturity date of the 2026 Notes, holders of the 2026 Notes will have the right, at their

option, to require us to repurchase all or a portion of their 2026 Notes.

In addition, if a make-whole fundamental change occurs

prior the maturity date, we will in some cases be required to increase the conversion rate for a holder that elects to convert

all or a portion of their 2026 Notes in connection with such make-whole fundamental change.

Furthermore, the indenture for the

2026 Notes will prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity

assumes our obligations under the 2026 Notes.

These and other provisions in the indenture could deter or prevent a third party

from acquiring us even when the acquisition may be favorable to you.

the event the conditional conversion feature of any or all of the 2026 Convertible Notes is triggered, holders of the 2026 Convertible

Notes will be entitled to convert their 2026 Convertible Notes at any time during specified periods at their option.

If one or more holders

elect to convert 2026 Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common

stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion

obligation in cash, which could adversely affect our liquidity.

In addition, even if holders of the 2026 Convertible Notes do not elect

to convert their 2026 Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the

outstanding principal of the 2026 Convertible Notes as a current rather than long-term liability, which would result in a material reduction

of our net working capital.

accounting method for convertible debt securities that may be settled in cash, such as the 2026 Convertible Notes, could have a material

effect on our reported financial results.

Accounting Standards Codification 470-20, Debt with Conversion and Other Options (“ASC 470-20”), an entity must separately

account for the liability and equity components of convertible debt instruments (such as the 2026 Convertible Notes) that may be settled

entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost.

The effect of ASC

470-20 on the accounting for the 2026 Convertible Notes is that the equity component is required to be included in the additional paid-in

capital section of stockholders’ equity on our consolidated balance sheet at the issuance date and the value of the equity component

would be treated as debt discount for purposes of accounting for the liability component of the 2026 Convertible Notes.

we will be required to record a greater amount of non-cash interest expense as a result of the accretion to the carrying value of the

2026 Convertible Notes to their face amount over the term of the 2026 Convertible Notes.

We will report larger net losses (or lower net

income) in our financial results because ASC 470-20 will require interest to include both the amortization of the debt discount and the

instrument’s nonconvertible coupon interest rate, which could adversely affect our reported or future financial results, the trading

price of our common stock and the trading price of the 2026 Convertible Notes.

addition, under certain circumstances, convertible debt instruments (such as the 2026 Convertible Notes) that may be settled entirely

or partly in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion

of such notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of such

notes exceeds their principal amount.

Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted

for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in

shares, are issued.

If we are unable or otherwise elect not to use the treasury stock method in accounting for the shares issuable upon

conversion of the 2026 Convertible Notes, then our diluted earnings per share could be adversely affected.

August 2020, the FASB published an Accounting Standards Update (“ASU”) 2020-06, which amends these accounting standards by

reducing the number of accounting models for convertible instruments and limiting instances of separate accounting for the debt and equity

or a derivative component of the convertible debt instruments.

ASU 2020-06 also will no longer allow the use of the treasury stock method

for convertible instruments and instead require application of the “if-converted” method.

Under that method, diluted earnings

per share will generally be calculated assuming that all the 2026 Convertible Notes were converted solely into shares of common stock

at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings

The Company adopted the ASU on January 1, 2022.

in the indenture for the 2026 Convertible Notes may deter or prevent a business combination that may be favorable to you.

a fundamental change occurs prior to the maturity date of the 2026 Convertible Notes, holders of the 2026 Convertible Notes will have

the right, at their option, to require us to repurchase all or a portion of their 2026 Convertible Notes.

In addition, if a make-whole

fundamental change occurs prior the maturity date, we will in some cases be required to increase the conversion rate for a holder that

elects to convert all or a portion of their 2026 Convertible Notes in connection with such make-whole fundamental change.

the indenture for the 2026 Convertible Notes will prohibit us from engaging in certain mergers or acquisitions unless, among other things,

the surviving entity assumes our obligations under the 2026 Convertible Notes.

These and other provisions in the indenture could deter

or prevent a third party from acquiring us even when the acquisition may be favorable to you.

Related to Ownership of our Common Stock

stock price is volatile.

market price of our common stock is subject to wide price fluctuations in response to various factors, many of which are beyond

market price of our common stock is subject to wide price fluctuations in response to various factors, many of which are beyond our control.

The factors include:

4 unchanged sentences

of developments affecting our business, systems or expansion plans by us or others;

factors in the public trading market for our stock that may produce price movements that may or may not comport with macro,

industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as

it may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities,

access to margin debt, trading in options and other derivatives on our common stock, fractional share trading, and other technical

trading factors or strategies;

factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry

or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as it may be expressed

on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt,

trading in options and other derivatives on our common stock, fractional share trading, and other technical trading factors or strategies;

including the introduction of new competitors, their pricing strategies and services;

4 unchanged sentences

operating results of our competitors.

addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and

volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

market and industry factors may seriously affect the market price of companies’

stock, including ours, regardless of actual

operating performance.

In addition, in the past, following periods of volatility in the overall market and the market price of

a particular company’s securities, securities class action litigation has often been instituted against these companies.

This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention

and resources.

have no plans to declare any cash dividends on our common stock in the foreseeable future.

do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future.

Consequently, investors

may need to rely on sales of their common stock after price appreciation, which may never occur to realize future gains on their

sales and issuances of our capital stock could reduce our stock price and any additional capital raised by us through the sale

of equity or convertible securities may dilute your ownership in us.

may issue additional shares of capital stock in the future, including shares issuable pursuant to securities that are convertible

into or exchangeable for, or that represent a right to receive, capital stock.

We may sell common stock, convertible securities

and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time, which

could result in substantial dilution to our existing shareholders.

New investors in such future transactions could gain rights,

preferences and privileges senior to those of holders of our common stock.

a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common

stock could decline.

our existing shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock

could decrease significantly.

The perception in the public market that our existing shareholders might sell shares of common stock

could also depress our market price.

Our executive officers and directors and certain of our shareholders were in the past subject

to certain lock-up agreements and the Rule 144 holding period requirements that have expired as of the date of this Annual Report

on Form 10-K.

Now that these lock-up periods have expired, the holding periods have elapsed, additional shares are eligible for

sale in the public market.

The market price of shares of our common stock may drop significantly if our existing holders sell

substantial amounts of our common stock in the public market.

A decline in the price of shares of our common stock might impede

our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

also filed a registration statement to register shares reserved for future issuance under our equity compensation plans.

result, subject to the satisfaction of applicable exercise periods, the shares issued upon exercise of outstanding stock options

will be available for immediate resale in the U.S.

in the open market.

addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume

fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

Broad market and industry

factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s

securities, securities class action litigation has often been instituted against these companies.

This litigation, if instituted against

us, could result in substantial costs and a diversion of our management’s attention and resources.

a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock

could decline.

our existing shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock could

decrease significantly.

The perception in the public market that our existing shareholders might sell shares of common stock could also

depress our market price.

Our executive officers and directors and certain of our shareholders were in the past subject to certain lock-up

agreements and the Rule 144 holding period requirements that have since expired.

Now that these lock-up periods have expired and the

holding periods have elapsed, additional shares are eligible for sale in the public market.

The market price of shares of our common

stock may drop significantly if our existing holders sell substantial amounts of our common stock in the public market.

the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common

stock or other equity securities.

also filed a Form S-8 registration statement to register shares reserved for future issuance under our equity compensation plans.

a result, subject to the satisfaction of applicable exercise periods, the shares issued upon exercise of outstanding stock options will

be available for immediate resale in the United States in the open market.

Further, we have filed an effective shelf registration statement

on Form S-3 under which we may offer from time to time in one or more offerings any combination of common and preferred stock, debt securities,

warrants, purchase contracts and units of up to $750.0 million in the aggregate.

Additionally,

certain of our employees, executive officers, and directors have already entered into, or may in the future enter into Rule 10b5-1

trading plans providing for sales of shares of our common stock from time to time.

Under a Rule 10b5-1 trading plan, a broker

executes trades pursuant to parameters established by the employee, director, or officer when entering into the plan, without

further direction from the employee, officer, or director.

certain of our employees, executive officers, and directors have already entered into, or may in the future enter into Rule 10b5-1 trading

plans providing for sales of shares of our common stock from time to time.

Under a Rule 10b5-1 trading plan, a broker executes trades

pursuant to parameters established by the employee, director, or officer when entering into the plan, without further direction from

the employee, officer, or director.

A Rule 10b5-1 trading plan may be amended or terminated in some circumstances.

Our employees, executive officers, and directors also may buy or sell additional shares outside of a Rule 10b5-1 trading plan

when they are not in possession of material, nonpublic information, subject to the expiration of the lock-up agreements and Rule

144 requirements referred to above.

few securities or industry analysts publish research or reports, or if they publish adverse or misleading research or reports,

regarding us, our business or our market, our stock price and trading volume could decline.

trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish

about us, our business or our market.

If few securities or industry analysts commence coverage of us, the stock price would be

negatively impacted.

Additionally, if any of the analysts who currently cover us or initiate coverage on us in the future issue

adverse or misleading research or reports regarding us, our business model, our intellectual property, our stock performance or

our market, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline.

or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial

markets, which in turn could cause our stock price or trading volume to decline.

Our employees, executive

officers, and directors also may buy or sell additional shares outside of a Rule 10b5-1 trading plan when they are not in possession

of material, nonpublic information, subject to the expiration of the lock-up agreements and Rule 144 requirements referred to above.

have no plans to declare any cash dividends on our common stock in the foreseeable future.

do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future.

Consequently, investors may

need to rely on sales of their common stock after price appreciation, which may never occur to realize future gains on their investment.

sales and issuances of our capital stock could reduce our stock price and any additional capital raised by us through the sale of equity

or convertible securities may dilute your ownership in us.

may issue additional shares of capital stock in the future, including shares issuable pursuant to securities that are convertible into

or exchangeable for, or that represent a right to receive, capital stock.

We may sell common stock, convertible securities and other

equity securities in one or more transactions at prices and in a manner as we may determine from time to time, including pursuant to

our shelf registration statement on Form S-3, which could result in substantial dilution to our existing shareholders.

New investors

in such future transactions could gain rights, preferences and privileges senior to those of holders of our common stock.

few securities or industry analysts publish research or reports, or if they publish adverse or misleading research or reports, regarding

us, our business or our market, our stock price and trading volume could decline.

trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about

us, our business or our market.

If few securities or industry analysts commence coverage of us, the stock price would be negatively impacted.

Additionally, if any of the analysts who currently cover us or initiate coverage on us in the future issue adverse or misleading research

or reports regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating results

fail to meet the expectations of analysts, our stock price would likely decline.

If one or more of these analysts cease coverage of us

or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price

or trading volume to decline.

insurance may not provide adequate levels of coverage against claims.

maintain insurance that we believe is customary for businesses of our size and type.

However, there are types of losses we may incur

that cannot be insured against or that we believe are not economically reasonable to insure.

Moreover, any loss incurred could exceed

policy limits and policy payments made to us may not be made on a timely basis.

Such losses could adversely affect our business prospects,

results of operations, cash flows and financial condition.

Unresolved Staff Comments.

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 1A. Risk Factors