Common use of Unit Warrant Clause in Contracts

Unit Warrant. Buyer shall, subject to receipt of necessary information from Seller after request from Buyer to Seller to provide such information, prepare and file with the SEC, within ten (10) Business Days after the satisfaction of the Milestone Requirement set forth in the Unit Warrant (the “UW Filing Date”), a registration statement on Form S-3 or, if Form S-3 is not available, then on Form S-1 (the “UW Registration Statement”), to enable the resale by Seller in compliance with the Securities Act of the shares of Buyer’s Common Stock issuable upon exercise of the Unit Warrant (the “UW Warrant Shares”); and subject to receipt of necessary information from Seller after request from Buyer to the Seller to provide such information, use best efforts to cause the UW Registration Statement to become effective on or prior to the earlier of (i) ten (10) calendar days after notification by the SEC that the UW Registration Statement will not be reviewed and (ii) the sixtieth (60th) day after the UW Filing Date (the “UW Required Effective Date”). However, so long as Buyer filed the UW Registration Statement within ten (10) Business Days after the UW Filing Date, if the Registration Statement receives SEC review, then the UW Required Effective Date will be the ninetieth (90th) calendar day after the UW Filing Date. Buyer shall in good faith fully respond to the SEC within six (6) business days of receipt of comments from the SEC regarding the UW Registration Statement. Buyer shall use best efforts to prepare and file with the SEC such amendments and supplements to the UW Registration Statement in compliance with applicable laws, and the prospectus used in connection therewith (the “UW Prospectus”) as may be necessary to keep the UW Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period not exceeding, with respect to the UW Warrant Shares, the earlier of (A) the sixth anniversary of the Closing Date, (B) the first date following the exercise of the Unit Warrant in full in which Seller may publicly sell all then outstanding UW Warrant Shares pursuant to Rule 144 of the Securities Act during a three (3) months period without registration, or (C) such time as all of the UW Warrant Shares have been sold in the public market. Buyer shall also furnish to Seller with respect to the UW Warrant Shares registered under the UW Registration Statement such number of copies of the UW Registration Statement and UW Prospectus in conformity with the requirements of the Securities Act and such other documents as Seller may reasonably request, in order to facilitate the public sale or other disposition of all or any of the UW Warrant Shares by Seller; file documents required of Buyer for blue sky clearance in states specified in writing by the Seller and use best efforts to maintain such blue sky qualifications during the period Buyer is required to maintain the effectiveness of the UW Registration Statement, provided, however, that Buyer shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; bear all expenses in connection with the registration of the UW Warrant Shares pursuant to the UW Registration Statement (other than underwriting discounts or commissions, brokers’ fees and similar selling expenses and any other fees or expenses incurred by Seller, including attorneys’ fees); and advise Seller, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the UW Registration Statement or of the initiation or threat of any proceeding for that purpose; and Buyer will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal as promptly as possible if such stop order should be issued.

Unit Warrant. Buyer shallFrankly Inc., subject to receipt of necessary information from Seller after request from Buyer to Seller to provide such information, prepare and file with the SEC, within ten (10) Business Days after the satisfaction of the Milestone Requirement set forth in the Unit Warrant a British Columbia corporation (the “UW Filing Company”) hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [●](“Holder”), as registered owner of this Unit Warrant, is entitled, at any time or from time to time from [________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), a registration statement on Form S-3 orand at or before 5:00 p.m., if Form S-3 is not availableEastern time, then on Form S-1 [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “UW Registration StatementExpiration Date”), but not thereafter, to enable subscribe for, purchase and receive, in whole or in part, up to [____] units (each, a “Unit,” provided however that from and after the resale by Seller in compliance with the Securities Act Separation Date, any reference herein to a Unit shall constitute a reference to an equivalent number of securities comprising such Unit), each Unit consisting of one common share, no par value, of the shares of Buyer’s Company (“Common Stock issuable upon exercise of the Unit Warrant (the “UW Warrant Shares”); , and one warrant to purchase one Common Share on the terms as described in the Prospectus (each, a “Warrant” and collectively, the “Warrants,” and each such Unit, a “Warrant Unit” and all such Units, the “Warrant Units”), subject to receipt of necessary information from Seller after request from Buyer adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Unit Warrant may be exercised on the Seller to provide next succeeding day which is not such information, use best efforts to cause a day in accordance with the UW Registration Statement to become effective terms herein. During the period ending on or prior to the earlier of (i) ten (10) calendar days after notification by the SEC that the UW Registration Statement will not be reviewed and (ii) the sixtieth (60th) day after the UW Filing Date (the “UW Required Effective Date”). However, so long as Buyer filed the UW Registration Statement within ten (10) Business Days after the UW Filing Expiration Date, if the Registration Statement receives SEC review, then the UW Required Effective Date will be the ninetieth (90th) calendar day after the UW Filing DateCompany agrees not to take any action that would terminate this Unit Warrant. Buyer shall in good faith fully respond to the SEC within six (6) business days of receipt of comments from the SEC regarding the UW Registration Statement. Buyer shall use best efforts to prepare and file with the SEC such amendments and supplements to the UW Registration Statement in compliance with applicable laws, and the prospectus used in connection therewith (the “UW Prospectus”) as may be necessary to keep the UW Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period not exceeding, with respect to the UW This Unit Warrant Shares, the earlier of (A) the sixth anniversary is initially exercisable at US$[___] per Unit [120% of the Closing Date, (B) the first date following the exercise public offering price of the Unit Warrant in full in which Seller may publicly sell all then outstanding UW Warrant Shares pursuant to Rule 144 of the Securities Act during a three (3) months period without registration, or (C) such time as all of the UW Warrant Shares have been Units sold in the public market. Buyer shall also furnish to Seller with respect to the UW Warrant Shares registered under the UW Registration Statement such number of copies of the UW Registration Statement and UW Prospectus in conformity with the requirements of the Securities Act and such other documents as Seller may reasonably request, in order to facilitate the public sale or other disposition of all or any of the UW Warrant Shares by SellerOffering]; file documents required of Buyer for blue sky clearance in states specified in writing by the Seller and use best efforts to maintain such blue sky qualifications during the period Buyer is required to maintain the effectiveness of the UW Registration Statement, provided, however, that Buyer shall not be required to qualify to do business or consent to service upon the occurrence of process in any jurisdiction in which it is not now so qualified or has not so consented; bear all expenses in connection with the registration of the UW events specified in Section 6 hereof, the rights granted by this Unit Warrant Shares pursuant to shall be adjusted as therein specified. The term “Exercise Price” shall mean the UW initial exercise price or the adjusted exercise price, depending on the context. As used herein, “Effective Date” means the date on which the Company’s Registration Statement on Form S-1 (other than underwriting discounts or commissions, brokers’ fees and similar selling expenses and any other fees or expenses incurred by Seller, including attorneys’ fees); and advise Seller, promptly after it shall receive notice or obtain knowledge of File No.: 333-214578) (the issuance of any stop order “Registration Statement”) is initially declared effective by the SEC delaying or suspending Securities and Exchange Commission (the effectiveness of “Commission”). Capitalized terms used herein have the UW respective meanings ascribed thereto in the prospectus, dated [●], 2017, included in the Registration Statement or of the initiation or threat of any proceeding for that purpose; and Buyer will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal as promptly as possible if such stop order should be issuedunless otherwise defined herein.