FRANKLY INC. UNDERWRITING AGREEMENT [●] UnitsUnderwriting Agreement • June 16th, 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”), 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 collect
Form of Underwriter’s WarrantFrankly Inc • June 16th, 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].
