Exhibit
4.9


FORM
OF


WARRANT
AGREEMENT


 


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”).


 


W
I T N E S S E T H


 


WHEREAS,
the Company may engage in an initial public offering of up to units (the “Units”) at an offering price
of $ per Unit (the “Offering”). Each Unit consists of one common share, no par value, of the Company
(the “Common Share”), and one Warrant to purchase one Common Share (each, a “Warrant”
and collectively, the “Warrants”). The Warrants are exercisable upon the terms and conditions and subject
to adjustment in certain circumstances, all as set forth in this Warrant Agreement.


 


WHEREAS, the Company may
engage in the Offering of the Units, and in connection therewith, may issue and deliver up to underlying Warrants to public investors,
including the Warrants in the underwriter’s overallotment-option. In addition, the Company has agreed to issue to the underwriter
for the Offering, warrants to purchase 6.5% of the Units issued in the Offering (exclusive of any securities issued pursuant to
the exercise of the underwriters’ over-allotment option), which may result in the issuance of an additional Warrants. Each
Warrant entitles the holder thereof to purchase one Common Share at the purchase price of $            per
share (the “Warrant Price”), subject to adjustment as described herein, at any time commencing as of
the Separation Date (as defined herein) and ending on             
    , 2022 (the “Expiration Date”) or upon earlier redemption.







 


WHEREAS,
if the Company determines to engage in the Offering, the Company will file with the Securities and Exchange Commission a Registration
Statement on Form S-1 and any amendments thereto for the registration under the Securities Act of 1933, as amended (the “Act”),
of, among other securities, the Units, the Common Shares, and the Warrants.


 


WHEREAS,
the Company desires to appoint the Warrant Agent to act on its behalf in connection with the (i) issuance, transfer and exchange
of the Book Entry Warrant Certificates (as defined herein) or Definitive Warrant Certificates (as defined herein), as applicable,
representing the Warrants (collectively, the “Warrant Certificates”), (ii) the exercise of the Warrants
by the registered holders thereof (together with any permitted registered successors or assigns, the “Registered Holders”)
and (iii) the adjustment of the Warrants in certain events as contained herein in accordance with the terms of the Warrants and
this Warrant Agreement;


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows:


 


1.
APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent as its agent to issue the Warrant Certificates,
as set forth herein, subject to resignation or replacement of the Warrant Agent as provided herein. The Warrant Agent agrees to
accept such appointment, subject to the terms and conditions as set forth herein and to issue, and exchange the Warrant Certificates
pursuant to the terms provided for herein and to notify the Company’s transfer agent to issue the certificates representing
the appropriate number of Common Shares (or other consideration) upon exercise of the Warrants. The Company agrees to issue and
honor the Warrants on the terms and conditions as herein set forth and to instruct its transfer agent to issue its Common Shares
(or other securities) upon notice from the Warrant Agent of the proper exercise of any Warrant. The Warrant Agent is hereby empowered
to enforce any rights of the Registered Holders for the benefit of any Registered Holders, subject to the terms and conditions
contained herein.


 


2.
ISSUANCE OF WARRANT CERTIFICATES.


 


2.1.
Form of Warrant Certificate. All Warrants shall be issued substantially in the form annexed hereto as Exhibit A.
The terms of any such Warrant Certificate are incorporated herein by reference. All of the Warrants shall initially be represented
by one or more book-entry certificates (each a “Book Entry Warrant Certificate”).


 




    	 	 	 



     


    

 


2.2.
Execution of Warrants. The Warrants shall be issued in registered form only. In the case of certificated warrants, no Warrants
shall have been duly and validly issued until a Registered Holder has received a Warrant Certificate executed by the Chairman
of the Board of Directors, Chief Executive Officer or the President of the Company and the Secretary, Treasurer or Assistant Secretary
of the Company and such Certificate is countersigned by an authorized officer of the Warrant Agent. Any Warrant Certificate may
be executed by the officers of the Company by means of a facsimile signature. In the event the person whose signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.
Maximum Number of Warrants. The Company hereby authorizes the Warrant Agent to issue up to an aggregate of Warrants pursuant
to the Company’s written instruction and the terms hereof, subject to adjustment as hereafter provided in Section 4
hereof.


 


2.4.
Rights Of A Registered Holder. Subject to adjustment as provided herein, each Warrant shall evidence the right to purchase
one Common Share at the Warrant Price. Following the Expiration Date, any Warrant not previously exercised shall be null and void,
and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business
on the Expiration Date.


 


2.5.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Warrants shall initially be represented
by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”)
and registered in the name of CEDE & Co., a nominee of the Depository. Ownership of beneficial interests in the Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee
for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository (such institution, with respect
to a Warrant in its account, a “Participant”).


 


If
the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible
for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depository definitive certificates representing the Warrants (“Definitive
Warrant Certificates”) in physical form evidencing such Warrants. Such Definitive Warrant Certificates shall be
in the form annexed hereto as Exhibit A, as applicable, with appropriate insertions, modifications, and omissions, as provided
above.


 


2.6.
Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean, on or after the Separation Date
(as defined below), any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant
Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Separation Date, the person
in whose name the Unit of which such Warrant or part thereof was originally part of, as registered upon the register relating
to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem
and treat the Registered Holder (the person in whose name such Warrant shall be registered upon the Warrant Register), as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.7.
Detachability of Warrants. The securities comprising the Units will not be separately transferable until , 2017 (the “Separation
Date”).


 


3.
EXERCISE OF WARRANT.


 


3.1.
Exercise Period. The Warrants may be exercised, in whole or in part, at any time commencing on the Separation Date and
ending at 5:00 P.M., New York City time, on the Expiration Date or earlier upon redemption (the “Exercise Period”);
provided, however that Warrants will only be exercisable if a registration statement relating to the Common Shares issuable upon
exercise of the Warrants is effective and current or the exercise of the Warrants is exempt from the registration requirements
of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states
or other jurisdictions in which the Registered Holders reside. If the Expiration Date is not a Business Day (defined below), it
shall automatically be extended to 5:00 P.M. on the next day which is a Business Day. “Business Day”
means any day other than a Saturday, Sunday, or holiday on which banks in New York City are authorized by law to close.


 




    	 	 	 



     


    

 


3.2.
Means of Exercise. In order to exercise a Warrant, the Registered Holder must present and surrender the Warrant Certificate
to the Warrant Agent at its office, with the subscription form on the back of the Warrant Certificate (the “Subscription
Form”) duly executed and accompanied by payment in full, in the form of cash, by bank wire transfer in immediately
available funds, or by certified check or bank draft payable to the Company or its successor, of the aggregate Warrant Price for
the number of Common Shares specified in such Subscription Form.


 


3.3.
Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering, not later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the
“Exercise Date”) (A) to the Warrant Agent at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or in the case of
a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”), withdrawn
from Depositary’s account for cancellation, (ii) the Subscription Form properly completed and executed, or in the case of
a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures;
and (B) to the Company, the Warrant Price for each full Common Share as to which the Warrants are exercised and any and all applicable
taxes due in connection with the exercise of the Warrants, the exchange of the Warrants for the Common Shares, and the issuance
of the Common Shares in full, in lawful money of the United States, by cash, by bank wire transfer in immediately available funds,
or by certified check or bank draft payable to the Company.


 


(a)
If any of (i) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate, (ii) the Subscription Form, or (iii) the
Warrant Price therefor, is received by the Company after 5:00 P.M., New York City time, on a specified day or if such day is not
a Business Day, the Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be the Business
Day next succeeding such day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof
will be null and void and any funds delivered to the Company will be returned to the Registered Holder or Participant, as the
case may be, as soon as practicable, and all rights thereunder and all rights in respect thereof under this Warrant Agreement
shall cease at the close of business on the Expiration Date. In no event will interest accrue on funds deposited with the Company
in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the
Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent.
Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise
of Warrants.


 


(b)
The Warrant Agent shall, by 11:00 A.M., New York City time, on the Business Day following the Exercise Date of any Warrant, advise
the Company and the transfer agent and registrar in respect of (i) the Common Shares issuable upon such exercise as to the number
of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Registered
Holder or Participant, as the case may be, with respect to delivery of the Common Shares issuable upon such exercise, and the
delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such
exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the
Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if
any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such transfer agent and
registrar shall reasonably require.


 


(c)
The Company shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding the Exercise Date of any Warrant
and the clearance of the funds in payment of the Warrant Price, execute, issue, and deliver to the Warrant Agent, the Common Shares
to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such
name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such Common
Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the fifth Business Day next succeeding such Exercise Date,
transmit such Common Shares to or upon the order of the Registered Holder or Participant, as the case may be.


 




    	 	 	 



     


    

 





(d)
In lieu of delivering physical certificates representing the Common Shares issuable upon exercise, provided the Company’s
transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable
best efforts to cause its transfer agent to electronically transmit the Common Shares issuable upon exercise to the Registered
Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant
through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph
shall apply to the electronic transmittals described herein.


 


(e)
Warrants may be exercised only in whole numbers of Common Shares. No fractional Common Shares are to be issued upon the exercise
of the Warrant, but rather the number of Common Shares to be issued shall be rounded down to the nearest whole number. If fewer
than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised
Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent, and delivered to the holder of such
Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder.
If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records
maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance of the Warrants remaining after such exercise.


 


(f)
The Company will pay all documentary stamp or other taxes or governmental charge attributable to the initial issuance of Common
Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any stamp or other tax
or governmental charge required to be paid in connection with any transfer involved in the issue of the Common Shares in a name
other than that of the Registered Holder of a Warrant Certificate surrendered upon the exercise of Warrants; and in the event
that any such transfer is involved, the Company shall not be required to issue or deliver any Common Shares until such tax or
other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge
is due.


 


(g)
Any Common Shares issued pursuant to the exercise of Warrants prior to , 2017, whether in physical or electronic form, shall bear
or be deemed to bear the following legend:


 


“THIS
SECURITY 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.”3.4. Issuance of Warrant Certificates. Subject to Section
5.4 of this Warrant Agreement, and notwithstanding the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless (i) a registration statement under the Act with respect to the Common Shares is effective
or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of
the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states
or other jurisdictions in which the Registered Holders reside. Warrants may not be exercised by, or securities issued to, any
Registered Holder in any state in which such exercise would be unlawful.


 


3.5.
Valid Issuance. All Common Shares issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid, and non-assessable.


 


3.6.
Date of Issuance. Each person in whose name any such certificate for Common Shares is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.7.
No Cash Settlement. Notwithstanding anything to the contrary contained in this Warrant Agreement, under no circumstances
will the Company be required to net cash settle the exercise of the Warrants. As a result, any or all of the Warrants may expire
worthless.


 




    	 	 	 



     


    

 





4.
ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER ITEMS IN CERTAIN EVENTS. The Warrant Price
and the number of Common Shares purchasable upon exercise of any Warrant and the other terms and conditions of the Warrant shall
be subject to adjustment and modification as follows in the circumstances provided:


 


4.1.
The Warrant Price and the resulting number of Common Shares issuable under each Warrant shall be subject to adjustment as follows:


 


(a)
If the Company, after the date of this Warrant Agreement but before its exercise:





 


	 	(i)	pays
    a dividend or any other distribution payable in Common Shares;
	 	 	 
	  	(ii)	subdivides
    its outstanding Common Shares into a greater number of shares;
	 	 	 
	  	(iii)	combines
    its outstanding Common Shares into a smaller number of shares; or
	 	 	 
	  	(iv)	issues
    by reclassification of its Common Shares any shares of capital stock of the Company (other than a change in par value);


 


the
Warrant Price in effect and the number of shares purchasable upon the exercise of such Warrant immediately prior to such action
shall be adjusted so that the Registered Holder of each Warrant may receive the number of Common Shares of the Company to which
it would have been entitled upon such action if such Registered Holder had so exercised the Warrant immediately prior thereto.
An adjustment made pursuant to this Section 4 shall become effective immediately after the record date for the determination
of owners of Common Shares entitled thereto in the case of a dividend or distribution, and shall become effective immediately
after the effective date in the case of a subdivision, combination, reclassification, or issuance of rights, options or warrants
retroactive to the record date, if any, for such event.


 


(b)
No payment or adjustment shall be made by or on behalf of the Company on account of any cash dividends on the Common Shares issued
upon any exercise of a Warrant which was declared for payment to the holders of Common Shares of record as of a date prior to
the date on which such Warrant is exercised.


 


(c)
Upon each adjustment of the Warrant Price made pursuant to this Section 4, each Warrant shall thereafter (until another
such adjustment) evidence the right to purchase that number of Common Shares (calculated to the nearest hundredth) obtained by
dividing the initial Warrant Price by the Warrant Price in effect after such adjustment.


 


(d)
The Company’s failure to give the notice required by this Section 4 or any defect therein shall not affect the validity
of such action listed under this Section 4.1.


 


(e)
For the purpose of this Section 4.1, the term “Common Shares” shall mean (i) the class of Common Shares designated
as the Common Shares at the date of this Warrant Agreement, or (ii) any other class of Common Shares resulting from successive
changes or reclassifications of such shares consisting solely of changes in par value, from no par value to par value or from
par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 4,
the Registered Holder shall become entitled to purchase any shares of the Company other than Common Shares, thereafter the number
of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares
contained in this Section 4.1.


 


4.2.
Liquidation, Dissolution or Winding Up. Notwithstanding any other provisions hereof, in the event of the liquidation, dissolution,
or winding up of the affairs of the Company (other than in connection with a merger or sale or conveyance of all or substantially
all of its assets outside of the ordinary course of business), the right to exercise each Warrant shall terminate and expire at
the close of business on the last full business day before the earliest date fixed for the payment of any distributable amount
on the Common Shares. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior
to the applicable record date for such payment stating the date on which such liquidation, dissolution or winding up is expected
to become effective, and the date on which it is expected that holders of Common Shares of record shall be entitled to exchange
their Common Shares for securities or other property or assets (including cash) deliverable upon such liquidation, dissolution
or winding up, and that each Registered Holder may exercise outstanding Warrants during such 20-day period and, thereby, receive
consideration in the liquidation on the same basis as other previously outstanding shares of the same class as the shares acquired
upon exercise. The Company’s failure to give notice required by this Section 4.2 or any defect therein shall not
affect the validity of such liquidation, dissolution or winding up.


 




    	 	 	 



     


    

 





4.3.
Merger, Consolidation, etc.


 


(a)
In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside
of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation
of a holding company (such merger, sale, conveyance, or reorganization a “Change”), then, as a condition
of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to
receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions
specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in
lieu of the Company’s Common Shares purchasable upon the exercise of the Warrants, such Common Shares, securities, cash
or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant
been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive
Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable
record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the
first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the
notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this
Section 4.3(a).


 


(b)
Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Shares shall receive consideration
other than solely in Common Shares or other securities in exchange for their Common Shares, the Company may, at its option, fulfill
its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders
of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration
in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise.
If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with
this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date
of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of
the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by
the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein
shall not affect the validity of any such Change.


 


4.4.
Duty to Make Fair Adjustments in Certain Cases. If any event occurs as to which in the opinion of the Board of Directors
of the Company the other provisions of this Section 4 are not strictly applicable, or if strictly applicable would not
fairly protect the purchase rights of the Registered Holders in accordance with the essential intent and principles of this Warrant
Agreement, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such
essential intent and principles, as to protect the purchase rights of the Registered Holders. Notwithstanding the foregoing, the
issuance of Common Shares or any securities convertible into Common Shares by the Company either for cash or in a merger, consolidation,
exchange or acquisition shall not, by itself, constitute a basis for requiring any adjustment in the Warrants unless specifically
enumerated herein.


 


4.5.
Good Faith Determination. Any determination as to whether an adjustment or limitation of exercise is required pursuant
to this Section 4 (and the amount of any adjustment) shall be binding upon the Registered Holders and the Company if made
in good faith by the Board of Directors.


 


4.6.
Notice of Adjustment. Upon every adjustment of the Warrant Price or the number of shares issuable on exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, or 4.3, then, in any such event, the Company
shall give written notice to the Registered Holder, at the last address set forth for such holder in the Warrant Register, of
the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event


 




    	 	 	 



     


    

 





4.7.
No Change of Warrant Certificate Necessary. Irrespective of any adjustment in the Warrant Price or in the number or kind
of shares issuable upon exercise of the Warrants, the Warrant Certificates may continue to express the same price and number and
kind of shares as are stated in the Warrant Certificates as initially issued. However, the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.


 


4.8.
No Fractional Shares upon Adjustment. Notwithstanding any provision contained in this Warrant Agreement to the contrary,
the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of the Common Shares to be
issued to the Warrant holder.


 


4.9.
Notice of Certain Transactions. In the event that the Company shall propose to (a) offer the holders of its Common Shares
rights to subscribe for or to purchase any securities convertible into Common Shares or shares of stock of any class or any other
securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Shares to subscribe for
Common Shares or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Shares, the Company shall
send to the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders
at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders
of Common Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Shares and
on the number and kind of any other shares of stock and on other property, if any, and the number of Common Shares and other property,
if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section
4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Board
has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least 10 days
prior to the record date for determining the holders of the Common Share for purposes of such action or (y) in the case of any
other such action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein
by the holders of Common Shares, whichever shall be the earlier.


 


5.
SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees for the benefit of the Registered
Holders:


 


5.1.
Due Authorization and Valid Issuance. That all Common Shares which may be issued upon the exercise of the rights represented
by the Warrant Certificates will, upon issue and payment of the aggregate Warrant Price therefore, be duly authorized, validly
issued, fully paid and non-assessable and free and clear of all liens and encumbrances, with no personal liability attaching to
the ownership thereof.


 


5.2.
Sufficient Number of Shares. That during the period within which the rights represented by the Warrant Certificates may
be exercised, the Company will at all times have authorized and reserved for the purpose of issue upon exercise of the rights
evidenced by the Warrant Certificates, a sufficient number of Common Shares to provide for the exercise of the rights represented
by the Warrant Certificates.


 


5.3.
Assurance of No Securities Law Violation. That the Company will take all such action as may be necessary to ensure that
the Common Shares issuable upon the exercise of the Warrants may be so issued without violation of any applicable federal or state
law or regulation, or of any requirements of any securities exchange upon which any capital Common Shares of the Company may be
listed, if any.


 


5.4.
Registration of Common Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its
best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement
or a new registration statement for the registration under the Act of the Common Shares issuable upon exercise of the Warrants,
and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered
by the Company, the Common Shares issuable upon exercise of the Warrants. In either case, the Company will use its best efforts
to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness
of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration
of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company
shall not be obligated to issue Common Shares unless, at the time a holder seeks to exercise Warrants, a prospectus related to
the Common Shares issuable upon exercise of the Warrants is current and the Common Shares has been registered or qualified or
deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to
use its best efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders,
if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. The provisions of this
Section 5.4 may not be modified, amended or deleted without the prior written consent of Roth Capital Partners, LLC.


 




    	 	 	 



     


    

 





6.
EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT CERTIFICATE.


 


6.1.
Exchange. The Warrants shall be exchangeable at the option of the Registered Holder, upon presentation and surrender of
the Warrant Certificate at the office of the Warrant Agent for other Warrant Certificates of different denominations. Any Warrant
Certificate may be divided or combined with other Warrant Certificates into a Warrant Certificate evidencing the same aggregate
number of Warrants.


 


6.2.
Transfer or Assignment. Prior to the Separation Date, the Warrants may be transferred or exchanged only as part of the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the
principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing,
with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged
in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so
surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized
in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry
Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor
depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute,
and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant
certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred
pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxes.


 


6.3.
Lost or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence satisfactory to it of the loss, theft,
destruction or mutilation of a Warrant Certificate and (i) in the case of such loss, theft or destruction, of reasonably satisfactory
indemnification and bonding, or (ii) if mutilated, upon surrender and cancellation of such Warrant Certificate, the Warrant Agent
shall execute and deliver a new Warrant Certificate of like tenor. Any such new Warrant Certificate executed and delivered shall
constitute an additional contractual obligation on the part of the Company, whether or not the Warrant Certificate so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone. Upon receipt by the Warrant Agent of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of loss,
or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction,
of indemnity in customary form and amount, provision of a bond and satisfaction of any other reasonable requirements established
by Section 8-405 of the Uniform Commercial Code as in effect in the State of Delaware, and reimbursement to the Company and the
Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant
Certificate if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery
to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


6.4.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant Certificate for a fraction of a Warrant.


 




    	 	 	 



     


    

 





7.
REDEMPTION.


 


7.1.
Redemption. Subject to Section 5.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time after they become exercisable and prior to the Expiration Date, at the office of the Warrant
Agent, upon the notice referred to in Section 7.2, at the price of $0.01 per Warrant (the “Redemption Price”),
provided, however, that the last reported sales price of the Common Shares has been equal to or greater than the $ per share (appropriately
adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Shares
occurring after the date hereof) for the 20-trading-day period ending on the third business day prior to the notice of redemption
to the Registered Holders and there is an effective registration statement covering the shares of Common Share issuable upon exercise
of the Warrants current and available.


 


7.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants permitted
to be redeemed pursuant to Section 7.1 (the “Redeemable Warrants”), the Company shall fix a date
for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the Registered Holders of the Redeemable Warrants at their last addresses as they
shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have
been duly given on the date sent whether or not the Registered Holder received such notice.


 


7.3.
Exercise After Notice of Redemption. The Redeemable Warrants may be exercised for cash in accordance with Section 3
of this Warrant Agreement at any time after notice of redemption shall have been given by the Company pursuant to Section
7.2 hereof and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the
Redeemable Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Redeemable Warrants.


 


7.4.
Outstanding Warrants Only. The Company understands that the redemption rights provided for by this Section 7 apply
only to outstanding Redeemable Warrants. To the extent a person holds rights to purchase Redeemable Warrants, such purchase rights
shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Redeemable
Warrants issued upon such exercise provided that the criteria for redemption is met, including the opportunity of the Redeemable
Warrant holders to exercise prior to redemption pursuant to Section 7.3.


 


8.
NO ISSUANCE OF FRACTIONAL INTERESTS IN COMMON SHARE. The Company shall not be required to issue fractional Common
Shares on the exercise of the Warrants. If any fraction of a Common Share would be issuable upon the exercise of the Warrants
(or any specified portion thereof), the Company shall pay an amount in cash (or reduce the Exercise Price by an amount) equal
to the product of such fraction and the fair market value of a Common Share, as determined by the Company in the good faith exercise
of its discretion.


 


9.
NO RIGHTS AS STOCKHOLDERS. Except as specifically provided in this Warrant Agreement, nothing contained in this
Warrant Agreement or in the Warrant Certificates shall be construed as conferring upon the Registered Holders or any permitted
transferees the right to vote or to receive dividends or to receive notice as holders of Common Shares in respect of any meeting
of holders of Common Shares for the election of directors of the Company or any other matter, or any rights whatsoever as holders
of Common Shares of the Company.


 








10.
AGREEMENT OF REGISTERED HOLDERS. Every Registered Holder of a Warrant, by such Registered Holder’s acceptance
thereof, consents and agrees with the Company, the Warrant Agent and every other Registered Holder of a Warrant that the Company
and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the Registered Holder
and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice or knowledge to the contrary.


 


11.
DUTIES OF WARRANT AGENT. The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company,
and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant
Certificates or by any other act hereunder be deemed to make any representations as to the validity, value or authorization of
the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of
any Warrant or whether any Common Shares issued upon exercise of any Warrant is fully paid and non-assessable.


 




    	 	 	 



     


    

 





The
Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make
or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or to determine whether any fact exists
which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect
to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or
for any action taken, suffered or omitted by it in reliance on any Warrant Certificate or other document or instrument believed
by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for
any failure on the part of the Company to comply with any of its covenants and obligations contained in this Warrant Agreement
or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with this Warrant Agreement except for
its own negligence or willful misconduct.


 


The
Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no
liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice
of such counsel.


 


Any
notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally
by the Chairman of the Board of Directors, the Chief Executive Officer, President or Chief Financial Officer of the Company, provided
that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and
delivered to the Warrant Agent pursuant to Section 13.5 hereof. The Warrant Agent shall not be liable for any action taken,
suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed
by it to be genuine.


 


The
Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable
expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses
and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution
of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent’s negligence
or willful misconduct.


 


The
Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising
as a result of the Warrant Agent’s own negligence or willful misconduct), after giving sixty (60) days prior written notice
to the Company. At least thirty (30) days prior to the date such resignation is to become effective, the Warrant Agent shall cause
a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company’s
expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new
Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate,
subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Shares. If the Company
shall fail to make such appointment within a period of fifteen (15) days after it has been notified in writing of such resignation
by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction
for the appointment of a new Warrant agent.


 


The
Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer
agent for the Company’s Common Shares and the Warrant Agent ceases to be the transfer agent for the Company’s Common
Share for any reason.


 


After
acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without
any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records
and Warrant Certificates to the new Warrant agent at the direction of the new agent and the Company.


 


Not
later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the
resigning or terminated Warrant agent and shall forthwith cause a copy of such notice to be mailed to each Registered Holder.


 


Any
corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from
any consolidation to which the Warrant Agent or any new Warrant agent shall be a party or any corporation succeeding to the trust
business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any further act. Any such
successor Warrant agent shall promptly cause notice of its succession as Warrant agent to be mailed to the Company and to each
Registered Holder.


 




    	 	 	 



     


    

 





Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company.


 


Notwithstanding
anything in this Warrant Agreement to the contrary, the Warrant Agent shall not register Warrants, or permit or process the exercise
of Warrants where the Registered Holder or beneficial owner of the Common Shares underlying the Warrants upon exercise would be
a resident of the Province of British Columbia until [ ] [DATE THAT IS FOUR MONTHS AND ONE DAY FROM THE ISSUANCE DATE].


 


12.
MODIFICATION OF AGREEMENT. The Warrant Agent and the Company may by supplemental agreement make any changes or corrections
in this Warrant Agreement: (i) that they shall deem appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or manifest mistake or error herein contained; or (ii) that they may deem necessary or desirable and which shall not
adversely affect the purchase or other material rights of the Registered Holders of Warrant Certificates. This Warrant Agreement
shall not otherwise be modified, supplemented or amended in any respect except with the consent in writing of the Registered Holders
of Warrant Certificates representing not less than 50% of the Warrants then outstanding, but no such amendment, modification or
supplement which changes the number or nature of the securities purchasable upon the exercise of any Warrant, the Warrant Price
or accelerates the Expiration Date, shall be made without the consent in writing of each and every Registered Holder (but no consent
shall be required for such changes as are specifically contemplated by this Warrant Agreement as originally executed).


 





13.
MISCELLANEOUS.


 


13.1.
Entire Agreement. This Warrant Agreement and the form of Warrant Certificate annexed hereto as Exhibit A contains
the entire Warrant Agreement between the parties hereto with respect to the transactions contemplated by this Warrant Agreement
and supersedes all prior negotiations, arrangements or understandings with respect thereto.


 


13.2.
Counterparts. This Warrant Agreement may be executed in one or more counterparts, all of which shall be considered one
and the same agreement and each of which shall be deemed an original.


 


13.3.
Governing Law. This Warrant Agreement shall be governed by the laws of the State of New York, without giving effect to
the principles of conflicts of laws thereof.


 


13.4.
Descriptive Headings. The descriptive headings of this Warrant Agreement are for convenience only and shall not control
or affect the meaning or construction of any provision of this Warrant Agreement.


 


13.5.
Notices. Any notice or other communications required hereunder to be given to a Registered Holder shall be in writing and
shall be sufficiently given, if mailed (first class, postage prepaid), or personally delivered, addressed in the name and at the
address of such Registered Holder appearing from time to time on the records of the Warrant Agent. Notices or other communications
to the Company shall be deemed to have been sufficiently given if delivered by hand or certified mailed to the Company as follows,
or at such other address as the Company shall have designated by written notice to the Warrant Agent:


 


Frankly
Inc.


333
Bryant Street, Suite 240


San
Francisco, CA 94107


Attention:
John Wilk, General Counsel


 


with
a copy to:


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


Attn:
Richard I. Anslow, Esq.


 




    	 	 	 



     


    

 





Notices
or other communications to the Warrant Agent shall be deemed to have been sufficiently given if delivered by hand or mailed (first
class, postage prepaid) to its then principal office. Notice by mail shall be deemed given when deposited in the mail, postage
prepaid.


 


13.6.
Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


13.7.
Persons Having Rights Under this Warrant Agreement. Nothing in this Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 5.4, 7.1 and
7.4 hereof, the representative of the underwriters, any right, remedy or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. The representative of the underwriters (on behalf of
the underwriters) shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 5.4, 7.1
and 7.4 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto (and the representative of the underwriters with respect Sections
5.4, 7.1 and 7.4 hereof) and their successors and assigns and of the Registered Holders of the Warrants.


 


13.8
Submission to Jurisdiction. The Company irrevocably (a) submits to the jurisdiction of the Supreme Court of the State of
New York, New York County, or the United States District Court for the Southern District of New York for the purpose of any suit,
action, or other proceeding arising out of this Agreement (each a “Proceeding”), (b) agrees that all claims in respect
of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity
from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in
such courts, and (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient
forum. The Company irrevocably appoints [●], [address, phone and fax number], as its agent to receive service of process
or other legal summons for purposes of any such Proceeding that may be instituted in any court in the United States of America.
THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS)
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


IN
WITNESS WHEREOF, the Company and the Warrant Agent have executed this Warrant Agreement by their duly authorized officers
as of the date first set forth above.


 





	 	FRANKLY
    INC.
	 	 	 
	 	By:	              
	 	Name:	   
	 	Its:	   
	 	 	 
	 	[  ]	 
	 	 	 
	 	By:	   
	 	Name:	   
	 	Its:	   


 


FORM
OF WARRANT


 


THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE WARRANT) ARE SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF , 2017, BY AND BETWEEN THE COMPANY AND THE WARRANT
AGENT (THE “WARRANT AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.


 




    	 	 	 



     


    

 


THIS
WARRANT 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.


 


SPECIMEN
WARRANT CERTIFICATE


 


	 	 	 
	Certificate
    Number	 	 
	 	 	Warrants


 


THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


 


NEW
YORK CITY TIME, ON THE EXPIRATION DATE


 


FRANKLY
INC.


 


CUSIP
355325 119


 


WARRANT


 


This
certifies that FOR VALUE RECEIVED or his, her or its registered assigns (the “Holder”) is the registered
owner of warrants (“Warrants”) of Frankly Inc., a British Columbia corporation (the “Company”).
The Warrants are subject to the terms and conditions set forth in this certificate and the Warrant Agreement, and all capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant Agreement. Each Warrant entitles
the Holder to purchase one Common Share, no par value, of the Company (“Common Share”), at any time
after the Separation Date upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse
side hereof duly executed, at the corporate office of the Warrant Agent, accompanied by payment of the Warrant Price in the form
permitted under the Warrant Agreement.


 


This
Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement, a copy of which may be obtained from the Company at 333 Bryant Street, Suite 240,
San Francisco, CA 94107 or the Warrant Agent at 18 Lafayette Place, Woodmere, New York, by a written request from the Holder hereof
or which may be inspected by any Holder or his agent at the principal office of the Company or the Warrant Agent.


 


No
fractional Common Shares will be issued upon exercise of the Warrant. In the case of the exercise of less than all the Warrants
represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver
a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of
such Warrants.


 


Prior
to due presentment for registration of transfer hereof, the Company and the Warrant Agent shall treat the Holder as the absolute
owner hereof and of each Warrant represented hereby for all purposes and shall not be affected by any notice to the contrary.


 


This
Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York.


 


This
Warrant Certificate is not valid unless countersigned by the Warrant Agent.


 


This
Warrant does not entitle the Holder to any of the rights of a stockholder of the Company.


 


Subject
to Section 7 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Warrants, at the option
of the Company, at any time after the Warrants become exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 7.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption
Price”), provided, however, that the last sales price of the Common Shares has been equal to or greater than the
$ per share for the 20-trading-day period ending on the third business day prior to the notice of redemption to the Registered
Holders.


 




    	 	 	 



     


    

 





IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by two of its
officers thereunto duly authorized and a facsimile of its corporate seal to be imprinted thereon.


 





	(SEAL)
       	FRANKLY
    INC.
	 	 	 
	Dated:
        	By:	   
	   	 	Chief
Executive Officer
	 	 	 
	Dated:
        	By:	   
	   	 	Secretary,
Treasurer or Assistant Secretary


 


	[  ]	 
	 	 
	As
    Warrant Agent	 
	 	 	 
	By:		 
	 	Authorized
Officer	 


 




    	 	 	 



     


    

 





SUBSCRIPTION
FORM


 


To
Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned registered holder irrevocably elects to exercise Warrants represented by this Warrant Certificate, and to purchase
the Common Shares issuable upon the exercise of such Warrants, and requests that certificates for such shares shall be issued
in the name of


 





	Name	 
	 
	 	(please
    typewrite or print in block letters)	 


 


Address
__________________________________________________



 





Address
_________________________________________________



 


Tax
Identification Number ____________________________________


and
be delivered to    



 


Name
____________________________________________________ 


                               (please
typewrite or print in block letters)



 


Address __________________________________________________


 


Address
 __________________________________________________



 


and,
if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate
for the balance of such Warrants be registered in the name of, and delivered to, the registered holder at the address stated below:


 





	Dated:	Signature	 _____________________________	 
	 	 	 	 
	 	Address 	_____________________________	 
	 	 		 
	 	Address 	______________________________	 
	 	 	 	 
	 	Tax Identification Number _________________