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 “
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 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].
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 11th, 2017 • Frankly Inc • Services-computer programming, data processing, etc.
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 28, 2016 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) FRANKLY INC., a corporation continued under the laws of British Columbia, Canada (“Canadian Borrower”), FRANKLY CO., a Delaware corporation (“Frankly Co.”) and FRANKLY MEDIA LLC, a Delaware limited liability company (“Frankly LLC” and, together with Canadian Borrower and Frankly Co., individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
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”).
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].
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • California
This Employment Agreement (this “Agreement”) is made this 3rd day of November, 2017 (the “Effective Date”), by and between Frankly Co., a Delaware corporation (the “Employer” or “Company”), and Steve Chung, an individual residing at 3921 Durand Drive, San Mateo, CA 94403 (the “Employee”), collectively (the “Parties”).
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”).
SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • November 14th, 2016 • Frankly Inc • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), is entered into and shall be effective August 25, 2015, by Frankly Inc., an Ontario corporation, with reference to the following facts:
Frankly Inc. San Francisco, CA 94107Frankly Inc • November 14th, 2016 • British Columbia
The board of directors (“Board”) of Frankly Inc. (“Frankly”) is delighted to invite you to serve as a member of the Board as an independent director. This Agreement sets forth the material terms your service as a member of Frankly’s Board. Accordingly, when signed below, we agree as follows:
Frankly Inc. San Francisco, CA 94107Frankly Inc • November 14th, 2016 • British Columbia
The board of directors (“Board”) of Frankly Inc. (“Frankly”) is delighted to invite you to serve as a member of the Board as an independent director. This Agreement sets forth the material terms your service as a member of Frankly’s Board. Accordingly, when signed below, we agree as follows:
Frankly Media, LLCFrankly Inc • April 18th, 2017 • Services-computer programming, data processing, etc.
Reference is made to the Website Software and Services Agreement dated October 1, 2011 between Frankly Media, LLC (formerly Gannaway Web Holdings, LLC) (“Frankly”) and Raycom Media, Inc. (“Raycom”) (as previously and herein amended, the “Agreement”). When signed below, the Agreement will be further amended as follows:
Frankly Media, LLC May 25, 2017Frankly Inc • June 2nd, 2017 • Services-computer programming, data processing, etc.
Reference is made to the Website Software and Services Agreement dated October 1, 2011 between Frankly Media, LLC (formerly Gannaway Web Holdings, LLC) (“Frankly”) and Raycom Media, Inc. (“Raycom”) (as previously and herein amended, the “Agreement”). When signed below, the Agreement will be further amended as follows:
December 24, 2015 Amendment to Harrison Shih’s employment agreement is as follows:Frankly Inc • November 14th, 2016
Form of Underwriter WarrantFrankly Inc • July 18th, 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].
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”).
Frankly Inc.Share Purchase Agreement • January 11th, 2017 • Frankly Inc • Services-computer programming, data processing, etc.
Reference is made to the Credit Agreement between Raycom Media, Inc. (“Raycom”) and Frankly Inc. (“Frankly”) dated August 31, 2016 (the “Credit Agreement”). Section 4.3.2.3 of the Credit Agreement requires mandatory payment to Raycom of the net proceeds received by Frankly from any “issuances of debt or equity.” Sections 4.3.2.4 and 4.3.2.5 of the Credit Agreement provide for mandatory repayment to Raycom of specific amounts, based upon the amount of capital raised in connection with a NASDAQ listing. Frankly anticipates (a) closing a private placement of equity in December of 2016, (b) closing a revolving credit facility with Silicon Valley Bank in December of 2016, and (c) making a US public offering of equity on or about the date that its pending S-1 Registration Statement and NASDAQ listing application become effective. Raycom and Frankly agree that the proceeds received by Frankly from the financings listed in (a) and (b) above (and (c) above to the extent that the amount raised i
Frankly Co.Employment Agreement • November 14th, 2016 • Frankly Inc
Reference is made to the Employment Agreement between you (“Employee”) and Frankly Co. (Company”) dated 3/23/2015 (the “Agreement”). In exchange for consideration, the receipt and sufficiency of which are hereby acknowledged, when signed below, the Agreement will be further amended as follows:
August 15, 2014 Harrison Shih Re: Employment Letter Dear Harrison,Frankly Inc • November 14th, 2016 • California
This letter (this “Agreement”) sets forth, among other things, the terms of your employment with TICTOC PLANET, Inc. (the “Company”).
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 .
Frankly Co.Frankly Inc • November 14th, 2016
Reference is made to the Employment Agreement between you (“Employee”) and Frankly Co. (Company”) dated 8/15/2014 (the “Agreement”). In exchange for consideration, the receipt and sufficiency of which are hereby acknowledged, when signed below, the Agreement will be further amended as follows:
Frankly Media, LLCFrankly Inc • April 18th, 2017 • Services-computer programming, data processing, etc.
Reference is made to the Website Software and Services Agreement dated October 1, 2011 between Frankly Media, LLC (formerly Gannaway Web Holdings, LLC) (“Frankly”) and Raycom Media, Inc. (“Licensee” or “Raycom”) (as previously and herein amended, the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement. Except as amended herein, the Agreement will remain in full force and effect.
SECURITIES PURCHASE AGREEMENT BETWEEN FRANKLY INC.Securities Purchase Agreement • June 27th, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • Ontario
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”).
Credit Agreement BETWEEN RAYCOM MEDIA, INC.Credit Agreement • November 14th, 2016 • Frankly Inc • Ontario
Frankly Co. (formerly known as TicToc Planet, Inc.)Employment Agreement • November 14th, 2016 • Frankly Inc • California
This Amended and Restated Employment Agreement amends and restates that certain Employment Agreement (the “Employment Agreement”) dated January 9, 2013 between you (“you” or “Employee”) and Frankly Co. (formerly known as TicToc Planet, Inc.) (the “Company”). Your continued full time employment will be on the terms and conditions set forth below. Please indicate your agreement by signing below and returning a copy of this agreement (“Agreement”) to the Company.
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:
Frankly Inc. Frankly Co. Frankly Media LLC Long Island City, NY 11101Frankly Inc • October 19th, 2018 • Services-computer programming, data processing, etc.
Reference is made to the Amended and Restated Credit Agreement between Raycom Media, Inc. (“Raycom”) and Frankly Inc., Frankly Media LLC and Frankly Co. (collectively, “Frankly”) dated May 7, 2018 (the “ARCA”); the Website Software and Services Agreement between Raycom and Frankly Media LLC (“Frankly Media”) dated October 1, 2011 (as previously amended, the “Website Agreement”) and the Securities Purchase Agreement Between Raycom and Frankly dated June 26, 2017 (as previously amended, the “SPA”) . When signed below, the ARCA, Website Agreement and SPA will be amended as follows:
Frankly Inc. Long Island City, NY 11101Frankly Inc • October 27th, 2017 • Services-computer programming, data processing, etc.
When signed below, the agreements referenced below between Frankly Inc. (“Frankly”) and Raycom Media, Inc. (“Raycom”) will be further 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”).
Credit Agreement BETWEEN RAYCOM MEDIA, INC.Credit Agreement • January 11th, 2017 • Frankly Inc • Services-computer programming, data processing, etc. • Ontario
Frankly Media LLCFrankly Inc • November 14th, 2016
Reference is made to the Management Services Agreement between Schwartz & Associates, PC (“Consultant”) and Frankly Media, LLC (fka Gannaway Web Holdings, LLC d/b/a Worldnow) (“Company”) dated April 1, 2015, as amended August 1, 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:
Gannaway Web Holdings LLCManagement Services Agreement • November 14th, 2016 • Frankly Inc • New York
This Management Services Agreement (“Agreement”) is entered into as of the 1st day of April, 2015, by and between Schwartz & Associates, PC, a Georgia professional corporation (the “Management Company”), Gannaway Web Holdings LLC, a New York limited liability company (the “Company”) and, for purposes of Section 4 below only, Louis Schwartz.
Frankly Media, LLC Long Island City, NY 11101Frankly Inc • January 3rd, 2018 • Services-computer programming, data processing, etc.
When signed below, the agreements referenced below between Frankly Inc. (“Frankly”) and Raycom Media, Inc. (“Raycom”) will be further amended as follows:
