▸ Fubo and Hulu will be subject to business uncertainties and contractual restrictions while the Business Combination is pending that could adversely affect either of them or, in the event the Business Combination is completed, Newco.· · ● 1 ▸ Fubo has incurred, and will continue to incur, direct and indirect costs as a result of the Business Combination.· · ● 1 ▸ Litigation challenging the Business Combination Agreement and the Business Combination may prevent the Business Combination from being consummated within the expected timeframe or at all.· · ● 1 ▸ group Risks Relating to the Business Combination· · ● 1 ▸ The Business Combination Agreement contains provisions that may discourage other companies from trying to acquire Fubo.· · ● 1 ▸ The Business Combination may not be completed on the terms or timeline currently contemplated, or at all, and failure to complete the Business Combination may result in material adverse consequences to Fubo’s business and operations.· · ● 1 ▸ The Tax Receivables Agreement with Hulu will require us to make cash payments to Hulu in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.· · ● 1 ▸ We have recorded material non-cash goodwill and long-lived asset impairment charges in prior periods.· · ● 1 ▸ We may be subject to fines or other penalties imposed by the Federal Communications Commission.· · ● 1 ▸ If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, investors could lose confidence in the accuracy and completeness of our financial reports.· ● ● 2 rw ▸ Provisions in the indenture for the 2029 Convertible Notes may deter or prevent a business combination that may be favorable to you.· ● ● 2 rw ▸ group Risks Related to the 2029 Convertible Notes· ● ● 2 rw ▸ The conditional conversion feature of all or a portion of the 2029 Convertible Notes, if triggered, may adversely affect our financial condition and operating results.· ● ● 2 rw ▸ We may face risks associated with our use of certain artificial intelligence and machine learning models.· ● ● 2 ▸ 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.· ● · 1 ▸ As of December 31, 2022, we had $410.2 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 $7.7 million.● · · 1 ▸ If 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.● · · 1 ▸ Our shareholders may 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.● · · 1 ▸ Our sports wagering business depended on the support of payment processors, the quality and cost of which may be variable in certain jurisdictions.● · · 1 ▸ The COVID-19 pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional capital.● · · 1 ▸ The gaming industry is heavily regulated and our failure to comply with applicable requirements could adversely affect our operations.● · · 1 ▸ We 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.● ● · 2 ▸ We have pursued 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.● ● · 2 ▸ An inability to obtain licenses for our streaming content from suppliers or other rights holders could be costly and harm our business.● ● ● 3 ▸ Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business.● ● ● 3 ▸ Changes in how we market our service could adversely affect our marketing expenses and subscription levels may be adversely affected.● ● ● 3 ▸ Future 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.● ● ● 3 ▸ If 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.● ● ● 3 ▸ If content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.● ● ● 3 ▸ If 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.● ● ● 3 ▸ If 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.● ● ● 3 ▸ If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.● ● ● 3 ▸ If 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.● ● ● 3 ▸ If 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.● ● ● 3 ▸ If 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.● ● ● 3 ▸ If we are unable to maintain an adequate supply of ad inventory on our platform, our business may be harmed.● ● ● 3 ▸ If we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may be impaired.● ● ● 3 ▸ If we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.● ● ● 3 ▸ If we fail to obtain or maintain popular content, we may fail to retain existing subscribers and attract new subscribers.● ● ● 3 ▸ Impairment in the carrying value of goodwill or long-lived assets could negatively affect our operating results.● ● ● 3 ▸ Legal proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.● ● ● 3 ▸ Our agreements with certain distribution partners may contain parity obligations which limit our ability to pursue unique partnerships.● ● ● 3 ▸ Our agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous compliance obligations.● ● ● 3 ▸ Our content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect our business.● ● ● 3 ▸ Our financial condition and results of operations could be adversely affected if we do not effectively manage our current or future debt.● ● ● 3 ▸ Our future growth depends on the acceptance and growth of OTT advertising and OTT advertising platforms.● ● ● 3 ▸ Our insurance may not provide adequate levels of coverage against claims.● ● ● 3 ▸ Our 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.● ● ● 3 ▸ Our operating results may fluctuate, which makes our results difficult to predict.● ● ● 3 ▸ Our operations outside the U.S. may be adversely affected by the operation of laws in those jurisdictions.● ● ● 3 ▸ Our results may be adversely affected if long-term content contracts are not renewed on sufficiently favorable terms.● ● ● 3 ▸ Our revenue is subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations, our business may be harmed.● ● ● 3 ▸ Our use of open-source software could impose limitations on our ability to commercialize our platform.● ● ● 3 ▸ Provisions in the indenture for the 2026 Convertible Notes may deter or prevent a business combination that may be favorable to you.● ● ● 3 ▸ group Risks Related to Our Financial Position and Capital Needs● ● ● 3 ▸ group Risks Related to Our Financial Reporting and Disclosure● ● ● 3 ▸ group Risks Related to Our Intellectual Property● ● ● 3 ▸ group Risks Related to Our Operations● ● ● 3 ▸ group Risks Related to Our Products and Technologies and Competition● ● ● 3 rw ▸ Risks Related to Our Relationships with Content Providers, Customers and Other Third Parties● ● ● 3 ▸ group Risks Related to Privacy, Consumer Protection and Cybersecurity● ● ● 3 ▸ group Risks Related to Regulation● ● ● 3 ▸ group Risks Related to the 2026 Convertible Notes● ● ● 3 ▸ Servicing 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.● ● ● 3 ▸ The 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.● ● ● 3 ▸ The conditional conversion feature of all or a portion of the 2026 Convertible Notes, if triggered, may adversely affect our financial condition and operating results.● ● ● 3 ▸ The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.● ● ● 3 ▸ The long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations.● ● ● 3 ▸ The 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.● ● ● 3 ▸ We are subject to payment processing risk.● ● ● 3 ▸ We are subject to taxation-related risks in multiple jurisdictions.● ● ● 3 ▸ We 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.● ● ● 3 ▸ We could become subject to litigation regarding intellectual property rights that could be costly and harm our business.● ● ● 3 ▸ We 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.● ● ● 3 ▸ We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service.● ● ● 3 ▸ We have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability.● ● ● 3 ▸ We have no plans to declare any cash dividends on our common stock in the foreseeable future.● ● ● 3 ▸ We may be subject to fines or other penalties imposed by the Internal Revenue Service and other tax authorities.● ● ● 3 ▸ We 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.● ● ● 3 ▸ We 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.● ● ● 3 ▸ We might not be able to utilize a significant portion of our net operating loss carryforwards.● ● ● 3 ▸ We rely upon a number of partners to make our service available on their devices.● ● ● 3 ▸ We 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.● ● ● 3 
