Exhibit
4.7


 


SPECIMEN
UNIT CERTIFICATE


NUMBER         UNITS


U-


 


SEE
REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP
355325 309


 


THIS
UNIT MAY NOT BE TRADED IN THE PROVINCE OF BRITISH COLUMBIA, CANADA UNTIL                  ,
2017, EXCEPT AS PERMITTED BY THE SECURITIES ACT (BRITISH COLUMBIA) AND REGULATIONS MADE THEREUNDER.




 


FRANKLY
INC.


 


UNITS
CONSISTING OF ONE COMMON SHARE AND ONE WARRANT TO PURCHASE ONE COMMON SHARE


 


THIS
CERTIFIES THAT                                                                                                      
is the owner of          Units. Each unit (“Unit”) consists of one (1) common
shares, no par value (“Common Share”), of Frankly Inc., a British Columbia corporation (the “Corporation”),
and one (1) warrant to purchase one (1) Common Share (“Warrant”). Each Warrant entitles the holder to purchase one
(1) Common Share for $                 per share
(subject to adjustment). Each Warrant will become immediately exercisable beginning on           
, 2017 (the “Separation Date”), and will expire on            ,
2022 or earlier upon redemption.


 


The
Common Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to the Separation
Date. The terms of the Warrants are governed by a Warrant Agreement, dated as of               ,
2017, between the Corporation and VStock Transfer, LLC, as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at [  ], and are available to any Warrant holder on written
request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation.


 


Witness
the facsimile signature of its duly authorized officers.


 


	 	 	 
	Chief
    Executive Officer	 	Secretary


 


Countersigned
and Registered:


 


	By:	 	 
	 	VStock
                                         Transfer, LLC, as Transfer Agent



	 


 




    	 	 	 



     


    

 


FRANKLY
INC.


 


The
Corporation will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of shares or series thereof of the Corporation and
the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented
hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising
the Units.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	TEN
    COM	 	—	 	as
    tenants in common	 	UNIF
    GIFT MIN ACT	 	—	 	 	 	Custodian	 	 
	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(Minor)	 	 	 	 
	TEN
    ENT	 	—	 	as
    tenants by the entireties	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Under
    Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(State)	 	 	 	 
	JT
    TEN	 	—	 	as
    joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 	 	 


 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, __________ hereby sell, assign and transfer unto __________ 


 


	PLEASE
                                         INSERT SOCIAL SECURITY

        OR

        OTHER

        IDENTIFYING
        NUMBER OF

        ASSIGNEE
	 
	 	 


 





 





(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)





 


 


 


 


_________________________________Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


_______________________________________
Attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.


 




    	 	 	 



     


    

 


	Dated	 	 


 


	 	 	 	 
	 	 	 	(SIGNATURE)
	 	 	 	 
	 	Notice:	 	The
    signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular
    without alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed By:


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).