Frankly Media, LLC

Frankly Media, LLC

00-00 Xxxxxx Xxxxx Xxxxx, Xxxxx

000 Xxxx Xxxxxx Xxxx, XX 00000

March 30, 2017

Mr. Xxxxxx Xxxxxxx

Raycom Media, Inc.

000 Xxxxxx Xxxxxx

RSA Tower, 00^xx Xxxxx

Xxxxxxxxxx, XX 00000

Re: Website Software Agreement- Amendment

Dear Xxxxxx,

Reference is made to the Website Software and Services Agreement dated October 1, 2011 between Frankly Media, LLC (formerly Xxxxxxxx Web Holdings, LLC) (“Frankly”) and Raycom Media, Inc. (“Raycom”) (as previously and herein amended, the “Agreement”). When signed below, the Agreement will be further amended as follows:

	1.	Prior Advance: Pursuant to an amendment of the Agreement dated December 23, 2016 (the “Advance Amendment”), Raycom has provided Frankly with an advance payment, of a portion of the fees due in 2017 under the Agreement, in the amount of $3,000,000 (the “Prior Advance”). The Advance Amendment provides that if Frankly completes an equity raise of at least $5 million before March 31, 2017, then it can either (i) refund the full amount of the Prior Advance to Raycom within 30 days of the completion of the equity raise along with an additional $30,000 for fees in connection with the prepayment by Raycom, or (ii) the full amount of the Prior Advance shall apply to services provided by Frankly for the year ended December 31, 2017 and Raycom shall receive a discount of $300,000 for the services provided by Frankly. The parties agree that the March 31, 2017 date set forth in the Advance Amendment for completion of Frankly’s equity raise of at least $5 million is hereby replaced with “May 31, 2017”.
	2.	New Advance: On or before March 31, 2017, Raycom will make an additional advance payment to Frankly of fees due under the Agreement in the amount of $2 million (the “New Advance”).
	3.	Recoupment of Advances: The parties agree that neither the Prior Advance nor the New Advance will be applied to amounts due from Raycom to Frankly for the period prior to June 1, 2017, and that amounts due for the period prior to June 1, 2017 will be invoiced by Frankly and such invoices will be settled by cash payment from Raycom. Commencing on June 1, 2017, the amount of the New Advance and the outstanding balance of the Prior Advance will be applied to payments due from Raycom for services provided by Frankly on and after June 1, 2017, and following June 1, 2017, Raycom will not be required to make cash payments for services provided by Frankly after that date until the Prior Advance and New Advance have been fully repaid or credited to amounts due to Frankly from Raycom under the Agreement.

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Except as amended herein, the Agreement will continue in full force and effect. If the foregoing is acceptable, please return a signed copy of this amendment to us at your earliest convenience.

	Sincerely,
	Frankly Inc.
	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	CFO/COO

Accepted and Agreed:
Raycom Media, Inc.
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Title:	CFO

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