FRANKLY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 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 (“Roth”) and Joseph Gunnar & Co., LLC are acting as the representatives (the “Representatives”), (i) [●] authorized but unissued common shares (the “Firm Shares”), without par value par value, of the Company (the “Common Shares”), and (ii) warrants (the “Firm Warrants”) to purchase up to [●] Common Shares (the “Firm Warrant Shares”). The Company has granted the Underwriters the option to purchase up to an additional (i) [●] Common Shares (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to [●] Common Shares (the “Option Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “
Form of Underwriter WarrantUnderwriter Warrant • July 18th, 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].
