THIS
WARRANT CERTIFICATE, AND THE SECURITIES EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M.
(EASTERN STANDARD TIME) ON AUGUST 31, 2021.


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 1, 2017.


 


WITHOUT
PRIOR WRITTEN APPROVAL OF tsx vENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL January 1, 2017.


 


frankly
inc.


 


a
corporation continued under the laws of the Province of British Columbia

and having its registered office at

2900-550 Burrard Street, Vancouver, BC V6C 0A3


 


	NO.
    C-2016-01	14,809,720
    WARRANTS
	 	 
	 	Each
    whole warrant entitling the holder to acquire one (1) common share of Frankly Inc., subject to adjustment as set forth herein,
    in accordance with the terms and conditions set forth herein.


 


WARRANTS
TO PURCHASE COMMON SHARES


 


THIS
IS TO CERTIFY THAT for value received Raycom Media, Inc. (the “Holder”) is the registered holder of the
number of non-transferable share purchase warrants stated above (each a “Warrant” and collectively, the “Warrants”)
and is entitled for each whole Warrant represented hereby to purchase one (1) fully paid and non-assessable common share, subject
to adjustment as hereinafter provided (each a “Share” and collectively the “Shares”), in
the capital of the Frankly Inc. (the “Corporation”) at any time and from time to time from the date of issue
hereof up to and including 5:00 p.m. (Eastern Standard Time) on August 31, 2021 (the “Expiry Time”), at a price
per Share equal to $0.50, subject to adjustment as hereinafter provided (the “Exercise Price”), upon and subject
to the following terms and conditions. Notwithstanding the foregoing, upon each repayment of principal (“Principal Repayment”)
of the five year term loan made from the Holder to the Corporation on August 31, 2016 in the amount of U.S.$14,500,000 (the “Term
Loan”), the Pro Rata Warrants (as defined below) shall expire at 5:00pm (Eastern Standard Time) on the date which is
the later of (a) one year from the date hereof; and (b) 30 days from the date each Principal Repayment is made.


 


For
purposes of this Warrant Certificate:


 


“$”
means Canadian dollars.


 


“Pro
Rata Warrants” means, in respect of a particular Principal Repayment, that number of Warrants that is equal to the product
of: (a) the then outstanding number of Warrants; and (b) the Principal Repayment divided by the then outstanding principal balance
of the Term Loan multiplied by 100.


 




    	[Warrant Certificate]



    	- 2 -



    

 


TERMS
AND CONDITIONS


 


	1.	At
    any time and from time to time at or prior to the Expiry Time (the “Exercise Period”), the Holder may exercise
    all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office noted above,
    this Warrant Certificate, together with a duly completed and executed subscription notice in the form attached hereto (the
    “Subscription Notice”) evidencing the election of the Holder to exercise the number of Warrants set forth
    in the Subscription Notice (which shall not be greater than the number of Warrants represented by this Warrant Certificate)
    and a certified cheque, money order or bank draft payable to the Corporation for the aggregate Exercise Price of the Warrants
    being exercised. If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be
    entitled to receive, without charge, a new Warrant Certificate representing the number of Warrants which is the difference
    between the number of Warrants represented by the then original Warrant Certificate and the number of Warrants being so exercised.
    
	 	 
	2.	The
    Holder shall be deemed to have become the holder of record of Shares on the date (the “Exercise Date”)
    on which the Corporation has received a duly completed Subscription Notice, delivery of the Warrant Certificate and payment
    of the full aggregate Exercise Price in respect of the Warrants being exercised pursuant to such Subscription Notice; provided,
    however, that if such date is not a business day in the City of Vancouver, British Columbia, (a “Business Day”)
    then the Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of
    the Shares on the next following Business Day. Within five (5) Business Days of the Exercise Date, the Corporation shall issue
    and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to its address specified in the
    register of the Corporation, one or more certificates for the appropriate number of issued and outstanding Shares to which
    the Holder is entitled pursuant to the exercise of Warrants. All costs, expenses, transfer taxes and other charges payable
    in connection with the issue and delivery of the Shares shall be at the sole expense of the Corporation (other than withholding
    tax, if any).
	 	 
	3.	The
    Corporation covenants and agrees that, until the Expiry Time, while any of the Warrants represented by this Warrant Certificate
    shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of
    Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 4
    and 5 of this Warrant Certificate. The Corporation represents and warrants that all Shares which shall be issued upon the
    exercise of the right to purchase herein provided for, upon payment of the aggregate Exercise Price at which Shares may at
    that time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the
    holders thereof shall not be liable to the Corporation or its creditors in respect thereof. The Corporation further represents
    and warrants that this Warrant Certificate is a legal, valid and binding obligation of the Corporation, enforceable against
    the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws effecting creditors’
    rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court
    of competent jurisdiction. 
	 	 
	4.	The
    Exercise Price (and the number of Shares purchasable upon exercise) shall be subject to adjustment from time to time in the
    events and in the manner provided as follows:


 


	 	(a)	Share
    Reorganization. If during the Exercise Period the Corporation shall:


 


	 	(i)	issue
    Shares or securities exchangeable for or convertible into Shares to holders of all or substantially all of its then outstanding
    Shares by way of stock dividend or other distribution, or
	 	 	 
	 	(ii)	subdivide,
    redivide or change its outstanding Shares into a greater number of Shares, or


 




    	[Warrant Certificate]



    	- 3 -



    

 


	 	(iii)	consolidate,
    reduce or combine its outstanding Shares into a lesser number of Shares, (any of such events in these paragraphs (i), (ii)
    and (iii) being a “Share Reorganization”), then the Exercise Price shall be adjusted as of the effective
    date or record date, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization
    by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator
    of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Share
    Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date
    after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible
    into Shares are distributed, the number of Shares that would have been outstanding had such securities been fully exchanged
    for or converted into Shares on such record date or effective date). From and after any adjustment of the Exercise Price pursuant
    to this Section 4(a), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously
    with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof
    by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator
    of which shall be the Exercise Price resulting from such adjustment.


 


	 	(b)	Rights
    Offering. If and whenever during the Exercise Period the Corporation shall fix a record date for the issue or distribution
    of rights, options or warrants to all or substantially all of the holders of Shares under which such holders are entitled,
    during a period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Shares or
    securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or
    exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the Shares on
    such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be
    adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise
    Price in effect on such record date by a fraction:


 


	 	(i)	the
    numerator of which shall be the aggregate of:


 


	 	(A)	the
    number of Shares outstanding as of the record date for the Rights Offering, and
	 	 	 
	 	(B)	a
    number determined by dividing either


 


	 	I.	the
    product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered,


 


or,
as the case may be,


 


	 	II.	the
    product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into
    which the securities so offered pursuant to the Rights Offering may be exchanged or converted,


 


by
the Current Market Price of the Shares as of the record date for the Rights Offering; and


 


	 	(ii)	the
    denominator of which shall be the aggregate of the number of Shares outstanding on such record date after giving effect to
    the Rights Offering and including the number of Shares offered pursuant to the Rights Offering (including shares issuable
    upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion
    rights contained in such exchangeable or convertible securities under the Rights Offering).


 




    	[Warrant Certificate]



    	- 4 -



    

 


Any
Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation.
To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the
expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the
Exercise Price pursuant to this Section 4(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted
contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on
the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment
and the denominator of which shall be the Exercise Price resulting from such adjustment.


 


	 	(c)	Special
    Distribution. If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially
    all the holders of the Shares:


 


	 	(i)	securities
    of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable
    for or convertible into or exchangeable into any such shares, or
	 	 	 
	 	(ii)	any
    cash (other than cash dividends made in the ordinary course), property or other assets or evidences of its indebtedness,


 


and
if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events
being herein called a “Special Distribution”), the Exercise Price shall be adjusted immediately after the record
date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such
record date by a fraction:


 


	 	(i)	the
    numerator of which shall be the difference between:


 


	 	(A)	the
    amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares
    on such record date, and
	 	 	 
	 	(B)	the
    fair value (as determined by the directors of the Corporation) to the holders of such Shares of such Special Distribution;
    and


 


	 	(ii)	the
    denominator of which shall be the total number of Shares outstanding on such record date multiplied by such Current Market
    Price of the Shares on such record date.


 


Any
Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.
To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to
the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such
record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment
of the Exercise Price pursuant to this Section 4(c), the number of Shares purchasable pursuant to this Warrant Certificate shall
be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable
on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment
and the denominator of which shall be the Exercise Price resulting from such adjustment.


 




    	[Warrant Certificate]



    	- 5 -



    

 


	 	(d)	Capital
    Reorganization. If and whenever during the Exercise Period there shall be a reclassification or redesignation of Shares
    at any time outstanding or a change of the Shares into other shares or into other securities or any other capital reorganization
    (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into
    any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result
    in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other securities), or a
    transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation
    or other entity (any of such events being herein called a “Capital Reorganization”), the Holder, where
    he, she or it has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective
    date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon
    the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was
    theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which
    such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof,
    he had been the registered holder of the number of Shares to which such holder was theretofore entitled to subscribe for and
    purchase; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps shall
    have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation,
    acting reasonably and in good faith, and subject to the prior written approval of the principal Canadian stock exchange or
    over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter
    market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions
    set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions
    set forth in this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in
    relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such
    adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors
    of the Corporation, acting reasonably and in good faith.
	 	 	 
	 	(e)	Subject
    to the approval of the TSX Venture Exchange, if and whenever at any time after the date hereof and prior to the Expiry Time,
    the Corporation takes any action affecting its Shares to which the foregoing provisions of this Section 4, in the opinion
    of the board of directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly
    applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof,
    or would otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to
    the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights
    as aforesaid in such a manner as the board of directors of the Corporation may determine to be equitable in the circumstances,
    acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Corporation to so
    provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts
    will be conclusive evidence, absent manifest error, that the board of directors has determined that it is equitable to make
    no adjustment in the circumstances.


 


	5.	The
    following rules and procedures shall be applicable to the adjustments made pursuant to Section 4:


 


	 	(a)	The
    adjustments provided for in Section 4 are cumulative and shall be made successively whenever an event referred to therein
    shall occur, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent
    subject to the following paragraphs of this Section 5.


 




    	[Warrant Certificate]



    	- 6 -



    

 


	 	(b)	No
    adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing
    Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of this Warrant Certificate
    unless it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments which,
    except for the provisions of this Section 5(b) would otherwise have been required to be made, shall be carried forward and
    taken into account in any subsequent adjustment. Notwithstanding Section 4 or 5 hereof, no adjustment shall be made which
    would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of this
    Warrant Certificate (except in respect of a consolidation of the outstanding Shares).
	 	 	 
	 	(c)	No
    adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall be made in respect
    of any event described in Section 4, other than the events referred to in Sections 4(a)(ii) and (iii), if the Holder is entitled
    to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on
    the effective date or record date, as the case may be, of such event. The terms of the participation of the Holder in such
    event shall be subject to the prior written approval, if applicable, of the principal Canadian stock exchange or over-the-counter
    market on which the Shares are then listed or quoted for trading.
	 	 	 
	 	(d)	No
    adjustment in the Exercise Price shall be made pursuant to Section 4 in respect of the issue from time to time:


 


	 	(i)	of
    Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;
	 	 	 
	 	(ii)	of
    Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in
    lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance
    with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed
    or quoted for trading and applicable securities laws; or
	 	 	 
	 	(iii)	of
    Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for
    directors, officers, employees or consultants of the Corporation, as such option or plan is amended or superseded from time
    to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the
    Shares are then listed or quoted for trading and applicable securities laws, and such other stock option, stock option plan
    or stock purchase plan as may be adopted by the Corporation in accordance with the requirements of the principal Canadian
    stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities
    laws;


 


and
any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.


 


	 	(e)	If
    the Corporation shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive
    any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such
    shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver
    such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of
    Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.
	 	 	 
	 	(f)	As
    a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant
    to this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are
    to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel,
    be necessary in order that the Corporation have unissued and reserved Shares in its authorized capital, and may validly and
    legally issue as fully paid and non-assessable all the shares or other securities which the Holder of such Warrant Certificate
    is entitled to receive on the full exercise thereof in accordance with the provisions hereof.


 




    	[Warrant Certificate]



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	 	(g)	For
    the purposes of this Warrant Certificate, “Current Market Price” of a Share at any date shall be calculated
    as the price per share equal to the weighted average price at which the Shares have traded in the principal Canadian stock
    exchange or, if the Shares are not listed, the over-the-counter market, on which the Shares are then listed or posted for
    trading during the 20 consecutive trading days ending not more than five trading days immediately prior to such date as reported
    by such exchange or market in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter
    market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of
    the Shares as determined in good faith by a nationally or internationally recognized and independent investment dealer, investment
    banker or firm of chartered accountants.
	 	 	 
	 	(h)	In
    the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution
    referred to in Section 4(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed
    as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.
	 	 	 
	 	(i)	Any
    question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or
    other adjustments pursuant to Section 4 shall be conclusively determined by a firm of independent chartered accountants and
    shall be binding upon the Corporation and the Holder, absent manifest error. Notwithstanding the foregoing, such determination
    shall be subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which
    the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market. In the event
    that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 16 describing
    such determination.


 


	6.	On
    the happening of each and every such event set out in Section 4, the applicable provisions of this Warrant Certificate, including
    the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary
    action so as to comply with such provisions as so amended.
	 	 
	7.	In
    any case in which Section 4 shall require that an adjustment shall be effective immediately after a record date for an event
    referred to herein, the Corporation may defer, until the occurrence of such an event:


 


	 	(a)	issuing
    to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Shares
    issuable upon such exercise by reason of the adjustment required by such event, and
	 	 	 
	 	(b)	delivering
    to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such
    event;


 


provided,
however, that the Corporation shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such
holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or
the number of Shares purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional
Shares issuable on the exercise of any Warrant.


 




    	[Warrant Certificate]



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	8.	At
    least five days after the effective date or record date, as the case may be, of any event which requires or might require
    adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number
    of Shares which are purchasable upon the exercise thereof, the Corporation shall notify the Holder of the particulars of such
    event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which
    such notice has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable
    notify the Holder of the adjustment and the computation of such adjustment.
	 	 
	9.	Where
    the Holder is entitled to receive on the exercise or partial exercise of its Warrants a fraction of a Share, such right may
    only be exercised in respect of such fraction in combination with another Warrant or Warrants which in the aggregate entitle
    the Holder to receive a whole number of Shares. If a Holder is not able to, or elects not to, combine Warrants so as to be
    entitled to acquire a whole number of Shares, the Holder may not exercise the right to acquire a fractional Share, and, does
    not have the right to receive a cash equivalent in lieu thereof equal to such fraction of a Share multiplied by the Current
    Market Price.
	 	 
	10.	The
    registered Holder of this Warrant Certificate may at any time up to and including the Expiry Time, upon the surrender hereof
    to the Corporation at its principal office, exchange this Warrant Certificate for one or more Warrant Certificates entitling
    the Holder to subscribe in the aggregate for the same number of Shares as is expressed in this Warrant Certificate. Any Warrant
    Certificate tendered for exchange shall be surrendered to the Corporation and cancelled.
	 	 
	11.	If
    this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its
    discretion acting reasonably impose, issue and deliver to the Holder a new Warrant Certificate of like denomination, tenor
    and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.
	 	 
	12.	Nothing
    contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares
    of the Corporation at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights
    hereunder shall be void and of no value.
	 	 
	13.	Except
    as expressly set out herein, the holding of this Warrant Certificate shall not constitute a Holder hereof a holder of Shares
    nor entitle it to any right or interest in respect thereof.
	 	 
	14.	Unless
    herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if
    such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded
    in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally,
    on the day of delivery and if sent by post or other means, on the third Business Day next following the sending thereof. In
    determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be
    included and the date of the event shall be excluded. 
	 	 
	15.	This
    Warrant Certificate and the Warrants represented hereby are not transferable and are not assignable.
	 	 
	16.	Time
    is of the essence hereof.
	 	 
	17.	This
    Warrant Certificate is binding upon the Corporation and its successors and assigns, provided that it shall not be assigned
    by the Corporation without the prior written consent of the Holder.
	 	 
	18.	This
    Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the Province of British Columbia
    and the federal laws of Canada applicable therein.


 


[remainder
of page intentionally left blank]


 




    	[Warrant Certificate]



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IN
WITNESS WHEREOF this Warrant Certificate has been executed on behalf of Frankly Inc. as of the 31st day of August,
2016.


 


	 	FRANKLY
    INC. 
	 	 
	 	By:	/s/
    Steve Chung
	 	 	Authorized
    Signing Officer


 




    	[Warrant Certificate]



    	 



    

 


subscription
notice


 


	TO:	Frankly
    Inc.


 


27-01
Queens Plaza North, Suite 502, Long Island City, NY, 11101


 


Terms
used herein but not otherwise defined have the meanings ascribed thereto in the attached Warrant Certificate.


 


The
undersigned registered Holder of the attached Warrant Certificate, hereby:


 


	 	(a)	subscribes
    for ___________________________ Shares at a price per of $0.50 per Share (or such adjusted price which may be in effect under
    the provisions of the Warrant Certificate) and in payment of the exercise price encloses a certified cheque, bank draft or
    money order in lawful money of Canada payable to the order of Frankly Inc. or its successor corporation; and
	 	 	 
	 	(b)	delivers
    herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of
    Shares;


 


in
each case in accordance with the terms and conditions set out in the attached Warrant Certificate.


 


The
undersigned hereby directs that the said Shares be registered as follows:


 


	Name(s)
in full
	 	Address(es)

        (including
Postal Code)
	 	Number
                                         of

        Shares

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Total:________


 


(Please
print full name in which Share certificates are to be issued.)


 


DATED
this ___________ day of ___________, 20__ .


 


	 	 
	 	(Signature
    of Subscriber)
	 	 
	 	 
	 	(Print
    Name of Subscriber)
	 	 
	 	 
	 	(Address
    of Subscriber in full)
	 	 
	 	 
	 	 
	 	 


 


The
certificates will be mailed by registered mail to the address appearing in this Subscription Notice.


 




    	[Warrant Certificate]