Form 8-K

8-K — FuboTV Inc.

Accession: 0001493152-26-035251

Filed: 2026-07-29

Period: 2026-07-28

CIK: 0001484769

SIC: 7812 (SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001484769

2026-07-28

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): July 28, 2026

FuboTV

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39590

26-4330545

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

1290

Avenue of the Americas

New

York, NY 10104

(Address

of principal executive offices) (Zip Code)

(212)

672-0055

(Registrant’s

telephone number, including area code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, par value $0.0001 per share

FUBO

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02.

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

FuboTV

Inc. 2020 Equity Incentive Plan

July 28, 2026, FuboTV Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive

Plan, as amended (the “2020 Plan”). The amended and restated 2020 Plan is referred to herein as the “Restated Plan.”

The Board of Directors of the Company (the “Board”) approved the amendment and restatement of the 2020 Plan on June 5, 2026,

subject to stockholder approval. The Restated Plan became effective on July 28, 2026, following stockholder approval.

The

Restated Plan amends and restates the 2020 Plan and makes the following material changes to the terms and conditions of the

2020 Plan:

(i)

Increases

the number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)

available for issuance under the Restated Plan by 7,000,000 shares relative to the shares reserved under the 2020 Plan;

(ii)

Under

the Restated Plan, no more than 14,593,054 shares may be issued upon the exercise of incentive stock options (“ISOs”),

subject to certain adjustments, and in no event may ISOs be granted under the Restated Plan following the earlier to occur of (1)

the tenth anniversary of the date the Board approved the Restated Plan or (2) the tenth anniversary of the date the stockholders

approved the Restated Plan; and

(iii)

Eliminates

the fixed term of the plan.

The

terms and conditions of the Restated Plan are described in the section entitled “Proposal 5: Approval of an Amendment to the Company’s

2020 Equity Incentive Plan to, Among Other Things, Increase the Number of Shares of Common Stock Available for Issuance” in the

Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 16, 2026 (the “Definitive Proxy Statement”). The foregoing description of the Restated Plan does not purport to be complete and is qualified

in its entirety by reference to the complete text of the Restated Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein

by reference.

Appointment

of Director

July 29, 2026, the Board appointed Alisa Bowen, the Company’s Chief Executive Officer, to serve as a director of the Company, effective

immediately. Biographical information for Ms. Bowen and a description of her compensation arrangements and other agreements with the

Company were included in the Current Report on Form 8-K filed by the Company on July 9, 2026 and are incorporated herein by reference.

Item

5.03.

Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended

(the “Amendment”), which had previously been approved by the Board subject to stockholder approval at the Annual Meeting.

The Amendment removes additional voting requirements for removal of directors designated by Hulu, LLC.

description of the Amendment is included in “Proposal 6: Approval of an Amendment to the Company’s Certificate of Incorporation

to Remove Additional Voting Requirements for Removal of Hulu Designees” in the Definitive Proxy Statement, which description

is incorporated herein by reference.

a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation, as amended with the Secretary of State of

the State of Delaware on July 28, 2026, which became effective upon filing (the “Certificate of Amendment”).

The

foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text

of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

5.07.

Submission

of Matters to a Vote of Security Holders.

the Annual Meeting, a total of 96,086,692 shares of Class A Common Stock and Class B Common Stock, par value $0.0001 per share

(the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), were present in

person or represented by proxy at the meeting, representing approximately 88.61% of the Company’s outstanding Common Stock as

of the June 2, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each

of which was described in the Definitive Proxy Statement.

Item

1 - Election of eight directors for a term of office expiring on the date of the 2027 Annual Meeting of Stockholders and until their

respective successors have been duly elected and qualified.

NOMINEE

Votes FOR

Votes WITHHELD

Broker Non-Votes

Andy Bird

85,162,132

882,032

10,042,528

Ignacio Figueras

84,766,901

1,277,263

10,042,528

Jonathan Headley

85,166,583

877,581

10,042,528

Daniel Leff

84,955,630

1,088,534

10,042,528

Jim Lygopoulos

82,946,147

3,098,017

10,042,528

Debra OConnell

82,939,990

3,104,174

10,042,528

Cathleen Taff

82,947,627

3,096,537

10,042,528

Justin Warbrooke

82,954,243

3,089,921

10,042,528

Item

2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting

firm for the fiscal year ending September 30, 2026.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

95,345,697

579,625

161,370

Item

3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

84,853,700

1,113,565

76,899

10,042,528

Item

4 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) votes on the compensation of

the Company’s named executive officers.

1 YEAR

2 YEARS

3 YEARS

Votes ABSTAINED

Broker Non-Votes

85,365,469

30,896

256,187

391,612

10,042,528

Based

on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future

advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next

required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.

Item

5 - Approval of an amendment to the Company’s 2020 Equity Incentive Plan to, among other things, increase the number of shares

of Common Stock available for issuance.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

84,716,168

1,291,033

36,963

10,042,528

Item

6 - Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to remove additional voting requirements

for removal of directors designated by Hulu, LLC.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

85,299,791

615,591

128,782

10,042,528

Based

on the foregoing votes, Andy Bird, Ignacio Figueras, Jonathan Headley, Daniel Leff, Jim Lygopoulos, Debra Oconnell, Cathleen Taff, and

Justin Warbrooke were elected as directors, and Items 2, 3, 4, 5 and 6 were approved.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Amendment to the Certificate of Incorporation of FuboTV Inc.

10.1

FuboTV Inc. 2020 Equity Incentive Plan, as amended and restated.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

FUBOTV

INC.

Date:

July

29, 2026

By:

/s/

Alisa Bowen

Alisa

Bowen

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT OF

CERTIFICATE

OF INCORPORATION

FUBOTV INC.

FuboTV

Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify as follows:

FIRST:

That the Board of Directors of the Corporation duly adopted resolutions recommending and declaring advisable that the Certificate of

Incorporation of the Corporation (as amended, the “Certificate of Incorporation”) be further amended and that

such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:

RESOLVED,

that Article VII, Section 7.05 of the Certificate of Incorporation, be amended and restated in its entirety to read as follows:

“Removals

and Resignations of Directors. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, and

notwithstanding any other provision of this Certificate of Incorporation, any director may be removed from office at any time, with or

without cause, by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock

of the Corporation then generally entitled to vote in the election of directors, voting together as a single class. Any director may

resign at any time upon written notice to the Corporation in accordance with the Bylaws.”

SECOND:

That the stockholders of the Corporation duly approved such amendment at an annual meeting of the stockholders of the Corporation.

THIRD:

That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation

Law of the State of Delaware.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 28th

day of July, 2026.

FUBOTV

INC.

By:

/s/

Alisa Bowen

Alisa

Bowen

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

FUBOTV

INC.

2020

EQUITY INCENTIVE PLAN

(As

Amended and Restated Effective July 28, 2026)

1. Purposes

of the Plan. The purposes of this Plan are:

● to

attract and retain the best available personnel for positions of substantial responsibility,

● to

provide additional incentive to Employees, Directors and Consultants, and

● to

promote the success of the Company’s business.

The

Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted

Stock Units, Performance Units and Performance Shares.

2. Definitions.

As used herein, the following definitions will apply:

(a) “Administrator”

means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Applicable

Laws” means any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange

Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations,

whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Common

Stock is listed, quoted or traded.

means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock

Units, Performance Units or Performance Shares.

(d) “Award

Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted

under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board”

means the Board of Directors of the Company.

(f) “Change

in Control” means the occurrence of any of the following events:

(i) Change

in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than

one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock

held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however,

that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty

percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders

of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially

the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct

or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate

parent entity of the Company, such event shall not be considered a Change in Control under this subsection (i). For this purpose, indirect

beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more

corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary

corporations or other business entities; or

(ii) Change

in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of

members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a

majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person

is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will

not be considered a Change in Control; or

(iii) Change

in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s

assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the

most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more

than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition

or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership

of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders

immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the

asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total

value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty

percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty

percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection

(iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value

of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For

purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into

a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding

the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides

for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes

under Section 409A, the transaction or event described in subsection (i), (ii) or (iii) with respect to such Award (or portion thereof)

shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change

in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

Further

and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction

of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the

same proportions by the persons who held the Company’s securities immediately before such transaction.

(g) “Code”

means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include

such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation

or regulation amending, supplementing or superseding such section or regulation.

(h) “Committee”

means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee

of the Board, in accordance with Section 4 hereof.

(i) “Common

Stock” means the Class A common stock of the Company.

(j) “Company”

means FuboTV Inc., a Delaware corporation, or any successor thereto.

(k) “Consultant”

means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such

entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii)

do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated

under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of Shares may

be registered under Form S-8 promulgated under the Securities Act.

(l) “Director”

means a member of the Board.

(m) “Disability”

means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock

Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform

and non-discriminatory standards adopted by the Administrator from time to time.

(n) “Employee”

means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service

as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(o) “Exchange

Act” means the Securities Exchange Act of 1934, as amended.

(p) “Fair

Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If

the Common Stock is listed on any established stock exchange or a national market system (other than an over-the counter market, which

will not be considered an established stock exchange of national market system for the purposes of this definition), including without

limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The

Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported

on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on

the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If

the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of

a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and

asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall

Street Journal or such other source as the Administrator deems reliable;

(iii) In

the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(q) “Fiscal

Year” means the fiscal year of the Company.

(r) “Incentive

Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option

within the meaning of Code Section 422 and the regulations promulgated thereunder.

(s) “Nonstatutory

Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(t) “Officer”

means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated

thereunder.

(u) “Option”

means a stock option granted pursuant to the Plan.

(v) “Outside

Director” means a Director who is not an Employee.

(w) “Parent”

means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(x) “Participant”

means the holder of an outstanding Award.

(y) “Performance

Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or

other vesting criteria as the Administrator may determine pursuant to Section 10.

(z) “Performance

Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria

as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant

to Section 10.

(aa)

“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to

restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the

passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the

Administrator.

(bb) “Plan”

means this amended and restated 2020 Equity Incentive Plan, as it may be further amended and/or restated from time to time. The original

2020 Equity Incentive Plan was adopted by the Board effective April 1, 2020 (the “Original Effective Date”), and further

amended by the Board on October 8, 2020, with the original 2020 Equity Incentive Plan and such amendment both approved by the stockholders

of the Company on December 14, 2020. The plan was further amended by the Board effective November 20, 2022, amended and restated by the

Board effective April 20, 2023, with such amendment and restatement both approved by the stockholders on June 15, 2023, further amended

and restated by the Board effective April 16, 2024, with such amendment and restatement both approved by the stockholders on June 21,

2024, and further amended and restated by the Board effective April 29, 2025, with such amendment and restatement both approved by the

stockholders on June 17, 2025 (such original 2020 Equity Incentive Plan, as amended and restated by the Board effective April 29, 2025

and approved by the stockholders of the Company on June 17, 2025, the “Prior Plan”). This Prior Plan was amended and restated

by the Board on June 5, 2026, subject to and effective upon approval by the stockholders of the Company (the date of such stockholder

approval, the “Restatement Effective Date”), which amendment and restatement is reflected herein.

(cc) “Prior

Plan” shall have the meaning set forth in Section 2(bb).

(dd) “Restatement

Effective Date” shall mean the date this amended and restated Plan is approved by the stockholders of the Company.

(ee) “Restricted

Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to the

early exercise of an Option.

(ff) “Restricted

Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant

to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(gg) “Rule

16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised

with respect to the Plan.

(hh) “Section

16(b)” means Section 16(b) of the Exchange Act.

(ii) “Securities

Act” means the Securities Act of 1933, as amended.

(jj) “Service

Provider” means an Employee, Director or Consultant.

(kk) “Share”

means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.

(ll) “Stock

Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated

as a Stock Appreciation Right.

(mm) “Subsidiary”

means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if

each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities

or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other

entities in such chain.

3. Stock

Subject to the Plan.

(a) Stock

Subject to the Plan. Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares that may be subject

to Awards and sold under the Plan is the sum of (i) 14,593,054 Shares, plus (ii) any additional Shares that become available for issuance

under the Plan pursuant to Section 3(c) below on or after the Original Effective Date of the Plan. The Shares may be authorized but unissued,

or reacquired Common Stock.

(b) Lapsed

Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock,

Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to the failure to

vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which

were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to

Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan;

all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has

terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become

available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted

Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company due to the failure

to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy

the tax withholdings related to an Award will become available for future grant or sale under the Plan. To the extent an Award under

the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance

under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the maximum number of Shares that

may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the

extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance

under the Plan pursuant to Sections 3(b) and 3(c).

Plan Awards. If any award issued pursuant to the 2015 Equity Incentive Plan of FuboTV Inc. and outstanding as of the Original Effective

Date expires or becomes unexercisable without having been exercised in full, is forfeited to or repurchased by the Company due to the

failure to vest, in each case on or after the Original Effective Date, the unpurchased Shares (or for awards other than stock options

or stock appreciation rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or

sale under the Plan (unless the Plan has terminated), provided that no more than 989,611 Shares may become available under the Plan pursuant

to this Section 3(c).

(d) Share

Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be

sufficient to satisfy the requirements of the Plan.

(e) Incentive

Stock Option Limit. Notwithstanding the foregoing, subject to Section 15 of the Plan, the maximum number of Shares that may be issued

upon the exercise of Incentive Stock Options shall equal 14,593,054 Shares. Notwithstanding the provisions of Section 3.1(b), no Shares

may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock

option under Section 422 of the Code.

4. Administration

of the Plan.

(a) Procedure.

(i) Multiple

Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Rule

16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder

will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Other

Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee

will be constituted to satisfy Applicable Laws.

(iv) Delegation

of Authority. For the avoidance of doubt, the Board or Committee may from time to time delegate to a committee of one or more members

of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant

to this Section 4; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to,

or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers

of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation

of administrative authority shall only be permitted to the extent it is permissible under any of the Company’s organizational documents

and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at

the time of such delegation or that are otherwise included in the applicable organizational documents, and the Board or Committee, as

applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under

this Section 4 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee

may abolish any committee at any time and re-vest in itself any previously delegated authority.

(b) Powers

of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated

by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to

determine the Fair Market Value;

(ii) to

select the Service Providers to whom Awards may be granted hereunder;

(iii) to

determine the number of Shares to be covered by each Award granted hereunder;

(iv) to

approve forms of Award Agreements for use under the Plan;

(v) to

determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions

include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance

criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the

Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to

construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(vii) to

prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established

for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws;

(viii) subject

to Section 20 of the Plan, to modify or amend each Award, including but not limited to the discretionary authority to extend the post-termination

exercisability period of Awards; provided, however, that in no case will an Option or Stock Appreciation Right be extended beyond its

original maximum term;

(ix) to

allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 15(d);

(x) to

authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by

the Administrator;

(xi) to

allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant

under an Award; and

(xii) to

make all other determinations deemed necessary or advisable for administering the Plan.

of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding

on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws.

5. Eligibility.

Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to any Service Providers. Nonstatutory

Stock Options and Stock Appreciation Rights, to the extent required for exemption under Section 409A, may be granted only to Service

Providers rendering services to the Company or a Subsidiary (not a Parent). Incentive Stock Options may be granted only to Employees.

6. Stock

Options.

(a) Grant

of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options

in such amounts as the Administrator, in its sole discretion, will determine.

(b) Option

Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the

Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms

and conditions as the Administrator, in its sole discretion, will determine.

Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding

such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options

are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)

exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section

6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares

will be determined as of the time the Option with respect to such Shares is granted, and the calculation will be performed in accordance

with Code Section 422 and Treasury Regulations promulgated thereunder.

(d) Term

of Option. The term of each Option will be stated in the Award Agreement, but in no event will the term of an Option be more than

ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the

Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes

of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant

or such shorter term as may be provided in the Award Agreement.

(e) Option

Exercise Price and Consideration.

(i) Exercise

Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator,

subject to the following:

(1) In

the case of an Incentive Stock Option:

a) granted

to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting

power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred

ten percent (110%) of the Fair Market Value per Share (or the fair market value per Share as determined in accordance with Treas. Reg.

1.409A-1(b)(5)(iv)(A)) on the date of grant.

b) granted

to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than

one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(2) In

the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market

Value per Share on the date of grant (or the fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)).

(3) Notwithstanding

the foregoing provisions of this Section 6(e), Options may be granted with a per Share exercise price of less than one hundred percent

(100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with,

Code Section 424(a).

(ii) Waiting

Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be

exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii) Form

of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method

of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time

of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note; to the extent permitted by Applicable

Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price

of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse

accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company

under a broker assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection

with the Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted

by Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration

to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(f) Exercise

of Option.

(i) Procedure

for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at

such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised

for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the

Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with

respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and

method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an

Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her

spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer

agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares

subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly

after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date

the Shares are issued, except as provided in Section 15 of the Plan.

(ii) Termination

of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s

termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such

period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event

later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the

Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise

provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares

covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or

her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert

to the Plan.

(iii) Disability

of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant

may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on

the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In

the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s

termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or

her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant

does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option

will revert to the Plan.

(iv) Death

of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death

within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in

no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the

Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form

acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by

the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s

will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option

will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if

at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option

will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and

the Shares covered by such Option will revert to the Plan.

7. Stock

Appreciation Rights.

(a) Grant

of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service

Providers of the Company or a Subsidiary at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number

of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation

Rights.

Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon

exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than

one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions

of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

(d) Stock

Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise

price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,

in its sole discretion, will determine.

(e) Expiration

of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,

in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the

maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment

of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment

from the Company in an amount determined by multiplying:

(i) The

excess, if any, of the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) The

number of Shares with respect to which the Stock Appreciation Right is exercised.

the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value,

or in some combination thereof.

8. Restricted

Stock.

(a) Grant

of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant

Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted

Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,

the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless

the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such

Shares have lapsed.

Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged,

assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other

Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may

deem advisable or appropriate.

(e) Removal

of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant

made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other

time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will

lapse or be removed.

(f) Voting

Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full

voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends

and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled

to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. Notwithstanding

any other provision of the Plan to the contrary, dividends with respect to Shares of Restricted Stock that are subject to vesting that

are based on dividends paid prior to the vesting of such Shares of Restricted Stock shall only be paid out to the Service Provider to

the extent that the vesting conditions are subsequently satisfied and the award vests.

(h) Return

of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not

lapsed will revert to the Company and again will become available for grant under the Plan.

9. Restricted

Stock Units.

(a) Grant.

Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines

that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions,

and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting

Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which

the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator

may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not

limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator

in its discretion.

Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined

by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its

sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form

and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined

by the Administrator and set forth in the Award Agreement which shall establish exemption or comply with all requirements of Code Section

409A. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Cancellation.

On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

(f) Dividend

Equivalents. Dividend equivalents may be credited in respect of Shares covered by a Restricted Stock Unit Award, as determined by

the Administrator and contained in the Award Agreement. At the sole discretion of the Administrator, such dividend equivalents may be

converted into additional Shares covered by the Restricted Stock Unit Award in such manner as determined by the Administrator. Any additional

Shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same

terms and conditions of the underlying Award Agreement to which they relate. Notwithstanding any other provision of the Plan to the contrary,

dividends and dividend equivalents with respect to a Restricted Stock Unit Award that is subject to vesting that are based on dividends

paid prior to the vesting of such Award shall only be paid out to the Service Provider to the extent that the vesting conditions are

subsequently satisfied and the Award vests.

10. Performance

Units and Performance Shares.

(a) Grant

of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time

to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining

the number of Performance Units and Performance Shares granted to each Participant.

(b) Value

of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before

the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation,

continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number

or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives

or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will

be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator,

in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide,

divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or

state securities laws, or any other basis determined by the Administrator in its discretion.

(d) Earning

of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled

to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined

as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the

grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other

vesting provisions for such Performance Unit/Share.

(e) Form

and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable

after the expiration of the applicable Performance Period or at such other time as may be specified in the Award Agreement which shall

establish exemption or comply with all requirements of Code Section 409A. The Administrator, in its sole discretion, may pay earned Performance

Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares

at the close of the applicable Performance Period) or in a combination thereof.

(f) Cancellation

of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will

be forfeited to the Company, and again will be available for grant under the Plan.

11. Outside

Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value (determined in

accordance with U.S. generally accepted accounting principles) of more than $750,000, increased to $1,500,000 in connection with his

or her initial service. Any Awards granted to an individual while he or she was an Employee, or while he or she was a Consultant, or

Awards granted as compensation for service to the Company in any capacity in addition to the services normally performed by an Outside

Director, including compensation for service in any officer role, such as Executive Chairman (whether or not treated as an Employee in

such role), will not count for purposes of the limitations under this Section 11. The Administrator may make exceptions to this limit

for individual Outside Directors in extraordinary circumstances, as the Administrator may determine in its discretion.

12. Compliance

With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of,

or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the

additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator.

The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and

interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent

that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled

or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will

not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company have any obligation

under the terms of this Plan to reimburse a Participant for any taxes or other costs that may be imposed on Participant as a result of

Section 409A.

13. Leaves

of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended

during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by

the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of

Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by

statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)

months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an

Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

14. Limited

Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated,

or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the

lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such

additional terms and conditions as the Administrator deems appropriate.

15. Adjustments;

Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments.

In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,

stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of

Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the

Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under

the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price

of shares of stock covered by each outstanding Award, and the numerical Share limits of Section 3.

(b) Dissolution

or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant

as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised,

an Award will terminate immediately prior to the consummation of such proposed action.

in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each

outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s

consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the

acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices;

(ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation

of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions

applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the

extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv)

(A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained

upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction

(and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that

no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award

may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the

Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subsection

15(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type,

similarly.

the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully

vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which

such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse,

and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at

one hundred percent (100%) of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise

under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or

Parents, as applicable. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a merger

or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation

Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation

Right will terminate upon the expiration of such period.

For

the purposes of this subsection 15(c) and subsection 15(d), an Award will be considered assumed if, following the merger or Change in

Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change

in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders

of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration,

the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration

received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator

may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock

Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, or Performance Share, for each Share subject to such

Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration

received by holders of Common Stock in the merger or Change in Control.

Notwithstanding

anything in this Section 15(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance

goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s

consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between

the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such performance

goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an

otherwise valid Award assumption.

Notwithstanding

anything in this Section 15(c) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned

or paid-out under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement

does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any

payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would

be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

(d) Outside

Director Awards. In the event of a Change in Control, with respect to Awards granted to an Outside Director, the Outside Directors

will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award,

including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock

Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be

deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise

under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or

Parents, as applicable.

16. Tax

Withholding.

(a) Withholding

Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any

tax withholding obligation is due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit

to the Company, an amount sufficient to satisfy federal, state, local, non-U.S. or other taxes (including the Participant’s FICA

obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding

Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may

permit a Participant to satisfy such tax withholding obligation, in whole or in part by such methods as the Administrator shall determine,

including, without limitation, (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having

a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine

if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (iii) delivering

to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such

greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse

accounting consequences, as the Administrator determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise

deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker

or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing methods of payment. The amount of

the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election

is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the

Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as

the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its

sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are

required to be withheld.

17. No

Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing

the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they

interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable to

terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

18. Date

of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting

such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant

within a reasonable time after the date of such grant.

19. Term

of Plan. This amended and restated Plan was adopted by the Board on June 5, 2026 and became effective upon the Restatement Effective

Date. It will continue in effect until terminated under Section 20 of the Plan. In no event may any Incentive Stock Option be granted

under the Plan following the earlier of (a) the tenth anniversary of the date the Board approved this amended and restated Plan, or (b)

the tenth anniversary of the date the stockholders approve this amended and restated Plan.

20. Amendment

and Termination of the Plan.

(a) Amendment

and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder

Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with

Applicable Laws or as required by Section 20(d) below.

of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant,

unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the

Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted

to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

(d) Prohibition

on Repricing. Subject to Section 15 hereof, the Administrator shall not, without the approval of the stockholders of the Company,

(i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (b) cancel any Option

or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds

the Fair Market Value of the underlying shares.

21. Conditions

Upon Issuance of Shares.

(a) Legal

Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and

delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with

respect to such compliance.

(b) Investment

Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent

and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention

to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

22. Inability

to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete

or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non-U.S. law or

under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then

listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the

Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any

liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or

rule compliance will not have been obtained.

23. Stockholder

Approval. This amended and restated Plan will be presented for approval by the stockholders of the Company within twelve (12) months

after the date on which the Board approved this amended and restated Plan. Such stockholder approval will be obtained in the manner and

to the degree required under Applicable Laws. If such stockholder approval is not obtained within such 12-month period, this amended

and restated Plan shall not become effective, and the Prior Plan, and all Awards thereunder, shall continue in full force and effect

in accordance with their terms.

24. Forfeiture

Events.

(a) All

Awards under the Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing

standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required

by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Administrator may impose

such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate,

including but not limited to a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section

24 is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy

or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive

termination” (or similar term) under any agreement with the Company or a Subsidiary or Parent of the Company.

(b) The

Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award

will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise

applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant’s

status as Service Provider for cause or any specified action or inaction by a Participant, whether before or after such termination of

service, that would constitute cause for termination of such Participant’s status as a Service Provider.

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