Re: Amendment of Employment Agreement

Dated as of Xxxxx 0, 0000

Xxxx Xxxxx

000X 00xx Xxxxxx

Xxxxxxxx, XX 00000

Re:       Amendment of Employment Agreement

Dear Omar,

Reference is made to the Employment Agreement between you (“Employee”) and Frankly Media, LLC (“Company”) dated October 14, 2015 (the “Agreement”). When signed below the Agreement will be further amended as follows:

Salary Adjustment - Commencing on March 9, 2017, the salary payable to Employee under the Agreement will be increased from the annual rate of $225,000 to the annual rate of $250,000.

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 and we will return a fully-executed copy to you.

Sincerely,

Frankly Media LLC

/s/ Xxxx X. Xxxx

Name: Xxxx X. Xxxx

Title: General Counsel

Accepted and Agreed:

/s/ Xxxx Xxxxx

Xxxx Xxxxx