Frankly Media, LLC Long Island City, NY 11101
Frankly Media, LLC
00-00 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx Xxxx, XX 00000
December 27, 2017
Mr. Xxxxxx Xxxxxxx
Raycom Media, Inc.
000 Xxxxxx Xxxxxx
RSA Tower, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Re: Amendments of Frankly Agreements
Dear Xxxxxx,
When signed below, the agreements referenced below between Frankly Inc. (“Frankly”) and Raycom Media, Inc. (“Raycom”) will be further amended as follows:
| 1. | Share Purchase Agreement: Under Section 4.2.1 of the Securities Purchase Agreement dated June 26, 2017 (as previously amended, the “SPA”) between Raycom and Frankly, Frankly is required to increase the number of directors on its Board by two by December 31, 2017. Section 4.2.1 of the SPA is hereby amended to change the December 31, 2017 date to March 31, 2018. | |
| 2. | Credit Agreement: Financial Covenants – Sections 9.2.1 (Total Leverage Ratio) and 9.2.2 (Interest Coverage Ratio) of the Credit Agreement provide a schedule of dates that Frankly will become subject to various financial covenant ratios. Each of the calendar quarter end dates identified in Section 9.2.1 (Total Leverage Ratio) and Section 9.2.2 (Interest Coverage Ratio) of the Credit Agreement is hereby revised to a date that is one calendar quarter later than the date indicated (e.g. 12/31/17 revised to 3/31/18). |
Except as amended herein, SPA and Credit 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.
| Franky Inc. | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Xxx Xxxxxxxx | ||
| CFO/COO | ||
| Accepted and Agreed: | ||
| Raycom Media, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | CFO |
| 1 |
