FRANKLY INC. UNDERWRITING AGREEMENT [●]UnitsUnderwriting Agreement • May 19th, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • New York
Frankly Inc., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] units (the “Firm Units”), each unit consisting of one authorized but unissued common share, without par value, of the Company (the “Common Shares”), and one warrant to purchase one Common Share, on the terms as described in the Final Prospectus, as defined below (each, a “Warrant” and collectively, the “Warrants”). The Company has granted the Underwriters the option to purchase an aggregate of up to [●] additional units (the “Option Units”) of the Company’s securities as may be necessary to cover over-allotments made in connection with the offering (the Firm Units and the Option Units are herein collectively called the “Underwritten Units”). T
Form of Underwriter’s WarrantUnderwriter's Warrant • May 19th, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
FORM OF WARRANT AGREEMENTWarrant Agreement • May 19th, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGREEMENT (“Warrant Agreement”), dated as of , 2017, by and between FRANKLY INC., a British Columbia corporation (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
