FRANKLY INC. UNDERWRITING AGREEMENT [●] Common SharesUnderwriting Agreement • February 1st, 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 [●] (the “Firm Shares”) authorized but unissued common shares, without par value (the “Common Shares”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] Common Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
Form of Underwriter’s WarrantFrankly Inc • February 1st, 2017 • 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].
SECURITY AGREEMENTSecurity Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • Alabama
This SECURITY AGREEMENT (“this Security Agreement”) is made as of the 31st day of August, 2016, by FRANKLY CO., a corporation existing under the laws of the state of Delaware (“Debtor”), in favor of RAYCOM MEDIA, INC., a Delaware corporation (“Lender”), under that certain Credit Agreement dated August 31, 2016 (as it may be amended or supplemented from time to time, the “Credit Agreement”) by and among Frankly Inc., a British Columbia corporation (“Borrower”).
GUARANTY AGREEMENTGuaranty Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc.
THIS GUARANTY AGREEMENT (“this Agreement”) dated August 31, 2016, is executed by FRANKLY MEDIA LLC, a Delaware limited liability company (the “Guarantor”), in favor of RAYCOM MEDIA, INC., a Delaware corporation (the “Lender”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • Alabama
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of August 31, 2016, is made by and among FRANKLY INC., a British Columbia corporation (the “Borrower”) and the guarantors listed on the signature pages hereto (together with the Borrower, the “Grantors”) in favor of RAYCOM MEDIA, INC., a Delaware corporation (the “Lender”).
EMPLOYMENT AGREEMENTWorldnow Employment Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • New York
THIS EMPLOYMENT AGREEMENT, dated as of October 14, 2015 (“Agreement”), is between Gannaway Web Holdings, LLC, d/b/a WorldNow, a Delaware limited liability company (“Company”), having its principal offices at 27-01 Queens Plaza North, Suite 502, Long Island City, NY 11101 and Omar Karim (“Employee”), having an address at 360A 13th Street, Brooklyn, NY 11215 .
Website Software and Services AgreementSoftware and Services Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc.
Term: The Term of this Agreement will commence on January 1, 2012 and end on December 31, 2016 (the “Term”). Notwithstanding the foregoing, Licensee may terminate this Agreement on June 30, 2014, provided it gives WorldNow at least 90 days prior written notice thereof. The term of the Affiliation Agreement between Licensee and WorldNow dated December 19, 2005 (as amended, the “Prior Agreement”) will end on December 31, 2011.
Frankly Media LLCEmployment Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc.
Reference is made to the Employment Agreement between you (“Employee”) and Frankly Media, LLC (“Company”) dated 10/14/2015 (the “Agreement”). In exchange for consideration, the receipt and sufficiency of which are hereby acknowledged, when signed below, the Agreement will be amended as follows:
PLEDGE AGREEMENTControl Agreement • February 1st, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • Alabama
THIS PLEDGE AGREEMENT (“this Agreement”) dated as of August 31, 2016 is made by FRANKLY INC., a British Columbia corporation (the “Pledgor”), in favor of RAYCOM MEDIA, INC., a Delaware corporation (the “Lender”).
