FRANKLY
INC.

AMENDED AND RESTATED EQUITY INCENTIVE PLAN


 


1.Effective
date, Purpose and Term of Plan.


 


1.1Effective
Date. The amended and restated Plan is effective as of January 22, 2016, subject to Section 13.10.


 


1.2Purpose.
The purpose of the Plan is to enable the Officers, Employees, Directors and Consultants of the Company and any subsidiaries
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire
a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating
their efforts on the Company’s behalf and strengthening their desire to remain with the Company. The Company intends that
Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements
of such section), and the Plan shall be so construed.


 


1.3Term
of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that the Plan shall be put
before shareholders of the Company for re-approval on an annual basis or such other basis required by applicable stock exchange
rules.


 


2.Definitions
and Construction.


 


2.1Definitions.
The following terms have the meanings set forth below:


 


(a)“Affiliate”
has the same meaning as “affiliated companies” in the Securities Act (Ontario), as amended from time to
time, and shall also include those issuers that are similarly related, whether or not any of the issuers are corporations, companies,
partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities.


 


(b)“Award”
means an Option or Restricted Stock Unit granted under the Plan.


 


(c)“Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms,
conditions and restrictions of the Award.


 


(d)“Blackout
Period” means a period of time when, pursuant to any policies of the Company, securities of the Company may not
be traded by certain persons as designated by the Company.


 


(e)“Board”
means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the
Plan, “Board” also means such Committee(s).


 


(f)“Cause”
means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award
Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful
misconduct, breach of fiduciary duty for personal profit, or falsification of any Company documents or records; (ii) the Participant’s
material failure to abide by the Company’s code of conduct or other policies (including, without limitation, policies relating
to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction
or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Participant’s
improper use or disclosure of the Company’s confidential or proprietary information); (iv) any intentional act by the Participant
which has a material detrimental effect on the Company’s reputation or business; (v) the Participant’s repeated failure
or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity
to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between
the Participant and the Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation
or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with the Company.


 




    	 	 	 



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(g)“Change
in Control” means a change in ownership or control of the Company effected through any of the following transactions:


 


(i)a
merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined
voting power of the voting securities of the successor company are immediately thereafter beneficially owned, directly or indirectly,
by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;


 


(ii)a
sale, transfer or other disposition of all or substantially all of the Company’s assets in liquidation or dissolution of
the Company; or


 


(iii)the
acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly
or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant
to a transfer of the then issued and outstanding voting securities of the Company by one or more of the Company’s shareholders.


 


Anything
in the foregoing to the contrary notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is
to change the legal jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition,
a sale by the Company of its securities in a transaction, the primary purpose of which is to raise capital for the Company’s
operations and business activities including, without limitation, any public offering of the Company’s securities shall
not constitute a Change in Control.


 


(h)“Class
A Share” means a Class A convertible restricted voting share of the Company as may be outstanding from time to time.



 


(i)“Code”
means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated
thereunder.


 


(j)“Committee”
means the compensation committee or other committee or subcommittee of the Board duly appointed to administer the Plan and
having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the
Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate
the Plan at any time, subject to the terms of the Plan and any limitations imposed by applicable laws, the Company’s constating
documents, and applicable stock exchange rules.


 


(k)“Company”
means Frankly Inc., a corporation formed under the laws of Ontario, and any subsidiaries, including any successor thereof.


 


(l)“Consultant”
means, in relation to the Company, an individual (other than an Employee or a Director of the Company) or company that:


 


(a)is
engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or
to an affiliate of the Company, and such services are not in connection with the offer or sale of securities in a capital-raising
transaction and does not directly or indirectly promote or maintain a market for the Company’s securities;


 


(b)provides
the services under a written contract between the Company or an affiliate of the Company and the individual or the company, as
the case may be, provided that the identity of such individual or company, the nature of such services or the entity to which
such services are provided would not preclude the Company from offering or selling securities to such individual or company pursuant
to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company
is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement
under the Securities Act;


 




    	 	 	 



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(c)in
the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business
of the Company or an affiliate of the Company; and


 


(d)has
a relationship with the Company or an affiliate of the Company that enables the individual to be knowledgeable about the business
and affairs of the Company.


 


(m)“Director”
means a member of the Board.


 


(n)“Disability”
means the inability of Participant to engage in any substantial, gainful activity by reason of any medically determinable
physical or mental impairment and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted
under the circumstances.


 


(o)“Employee”
means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records
of the Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section
422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient
to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment
or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the
Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations
by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court
of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.


 


(p)“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(q)“Fair
Market Value” of the Shares on any given date means the volume-weighted average price of the Shares on a stock exchange
or over-the-counter market where the majority of the trading volume and value of the Shares occurs, for the five trading days
immediately preceding the relevant date on which Fair Market Value is to be determined. If the Shares are not listed for trading
on a stock exchange or over-the-counter market, the Fair Market Value shall be determined in good faith by the Board.


 


(r)“Incentive
Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive
stock option within the meaning of Section 422(b) of the Code.


 


(s)“Insider”
has the meaning given to that term in the Securities Act (Ontario), as amended from time to time, and shall include
associates and affiliates of the Insider and any other person whose transactions in Shares are subject to Section 16 of the Exchange
Act.


 


(t)“Insider
Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material,
nonpublic information regarding the Company or its securities.


 


(u)“Investor
Relations Activities” means any activities, by or on behalf of the Company or shareholder of the Company,
that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company (i) the
promotion or sale of products or services of the Company, or (ii) raising public awareness of the Company, that cannot reasonably
be considered to promote the purchase or sale of securities of the Company; (b) activities or communications necessary to comply
with the requirements of: (i) applicable securities laws; (ii) exchange requirements or the by-laws, rules or other regulatory
instruments of any other self-regulatory body or exchange having jurisdiction over the Company; (c) communications by a publisher
of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation,
distributed only to subscribers to it for value or to purchasers of it, if: (i) the communication is only through the newspaper,
magazine or publication, and (ii) the publisher or writer receives no commission or other consideration other than for acting
in the capacity of publisher or writer; or (d) activities or communications that may be otherwise specified by the exchange.


 




    	 	 	 



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(v)“Nonstatutory
Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify
as an Incentive Stock Option.


 


(w)“Officer”
means any person designated by the Board as an officer of the Company.


 


(x)“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


(y)“Participant”
means any eligible person who has been granted one or more Awards.


 


(z)“Performance
Goals” means the goal(s) (or combined goal(s)) determined by the Committee in its discretion to be applicable to
a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award shall provide
for a targeted level or levels of achievement using one or more of the following measures or such other measures determined by
the Board: (a) cash flow, (b) earnings per share, (c) gross revenue, (d) market share, (e) return on capital, (f) total shareholder
return, (g) share price performance, (h) return on assets or net assets, (i) income or net income, (j) operating income or net
operating income, (k) operating profit or net operating profit, (l) operating margin or profit margin, (m) return on operating
revenue, (n) return on invested capital, (o) product release schedules, (p) new product innovation, (q) product cost reduction
through advanced technology, (r) brand recognition/acceptance, (s) product shipment targets, (t) customer satisfaction, (u) market
capitalization or (v) shareholder diversification.


 


(aa)“Plan”
means this Frankly, Inc. Equity Incentive Plan as amended from time to time.


 


(bb)“Restricted
Stock Unit” means an Award of a right to receive Shares on a future date granted pursuant to Section 7.


 


(cc)“Rule
16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


(dd)“Securities
Act” means the Securities Act of 1933, as amended.


 


(ee)“Service”
means a Participant’s employment or service with the Company, whether in the capacity of an Employee, a Director or
a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders such Service or a change in the Company for which the Participant
renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a
Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or
other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such
leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement
of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return
to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or
required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s
Award Agreement. Except as otherwise provided by the Board, in its discretion, the Participant’s Service shall be deemed
to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs
Service ceasing to be an affiliate of the Company. Subject to the foregoing, the Company, in its discretion, shall determine whether
the Participant’s Service has terminated and the effective date of and reason for such termination.


 


(ff)“Share”
means a common share in the capital of the Company, as adjusted from time to time in accordance with Section 4.2.


 




    	 	 	 



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(gg)“Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section
424(f) of the Code.


 


(hh)“Ten
Percent Shareholder” means a person who, at the time an Award is granted to such person, owns securities possessing
ten percent (10%) or more of the total combined voting power of all classes of securities of the Company within the meaning of
Section 422(b)(6) of the Code.


 


(ii)“Vesting
Conditions” means those conditions established in accordance with the Plan prior to the satisfaction of which Shares
subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such Shares upon the Participant’s termination of Service.


 


2.2Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


3.Administration.


 


3.1Administration
by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award Agreement
or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award
shall be determined by the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest
in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or
made by the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other
than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all
persons having an interest therein.


 


3.2Authority
of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has
apparent authority with respect to such matter, right, obligation, determination or election.


 


3.3Powers
of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the
Board shall have the full and final power and authority, in its discretion:


 


(a)to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of Shares to be subject
to each Award;


 


(b)to
determine the type of Award granted;


 


(c)to
determine the Fair Market Value of Shares or other property;


 


(d)to
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired
pursuant thereto, including, without limitation, (i) the exercise or purchase price of Shares pursuant to any Award, (ii) the
method for satisfaction of any tax withholding obligation arising in connection with any Award or Shares acquired pursuant thereto,
including by the withholding or delivery of Shares, (iii) the timing, terms and conditions of the exercisability or vesting of
any Award or Shares acquired pursuant thereto, (iv) the time of expiration of any Award, (v) the effect of any Participant’s
termination of Service on any of the foregoing, (vi) the Performance Goal, if any, and level of achievement versus the Performance
Goal that shall determine the number of securities granted, issued, retainable and/or vested, and (vii) all other terms, conditions
and restrictions applicable to any Award or Shares acquired pursuant thereto not inconsistent with the terms of the Plan;


 


(e)to
approve one or more forms of Award Agreement;


 




    	 	 	 



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(f)to
amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any Shares
acquired pursuant thereto;


 


(g)to
accelerate, continue, extend or defer the exercisability or vesting of any Award or any Shares acquired pursuant thereto, including
with respect to the period following a Participant’s termination of Service;


 


(h)to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative
versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or
to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;


 


(i)to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent
not inconsistent with the provisions of the Plan or applicable law; and


 


(j)to
make all other determinations deemed necessary or advisable for administering the Plan.


 


3.4Administration
with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the
requirements, if any, of Rule 16b-3.


 


3.5Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or as an Officer or Employee
of the Company, members of the Board and any Officer or Employee of the Company to whom authority to act for the Board or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually
and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan,
or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person
is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.


 


4.Shares
Subject to Plan.


 


4.1Maximum
Number of Shares Issuable under Awards. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of
Shares that may be issued under Options and Restricted Share Units is 5,715,105 which represents 17.8% of the aggregate number
of Shares and Class A Shares issued and outstanding as of the Effective Date set forth above in Section 1.1.. If an outstanding
Award for any reason expires or is terminated or canceled or if Shares are acquired pursuant to an Award subject to forfeiture
or repurchase and are forfeited or repurchased by the Company for an amount not greater than the Participant’s exercise
or purchase price, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall
again be available for issuance under the Plan.


 




    	 	 	 



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4.2Adjustments
for Changes in Capital Structure. Subject to any required action by the shareholders of the Company and the requirements
of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Shares effected without receipt
of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of Shares, exchange of Shares, or
similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders
of the Company in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value
of Shares, appropriate and proportionate adjustments shall be made in the number and kind of Shares subject to the Plan and to
any outstanding Awards, in the maximum aggregate number of Shares that may be issued under Options (whether Incentive Stock Options
or Nonstatutory Stock Options) and Restricted Share Units, set forth in Section 4.1, and in the exercise or purchase price per
Share of any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For
purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without
receipt of consideration by the Company.” If a majority of the Shares which are of the same class as the Shares that are
subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to a Change in Control
event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding
Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of Shares subject to, and
the exercise or purchase price per Share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined
by the Board, in its discretion. Any fractional Share resulting from an adjustment pursuant to this Section shall be rounded down
to the nearest whole number, and the exercise price per Share shall be rounded up to the nearest whole cent. In no event may the
exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any, of the Shares subject
to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.


 


5.Eligibility
and Award Limitations.


 


5.1Persons
Eligible for Awards. Awards may be granted only to bona fide Employees, Officers, Directors and Consultants.


 


5.2Participation
in the Plan. Awards are granted solely at the discretion of the Board. Participants may be granted more than one Award. However,
eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award,
to be granted an additional Award.


 


5.3Option
Limitations.


 


(a)Persons
Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee.
Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory
Stock Option.


 


(b)Fair
Market Value Limitation. To the extent that options designated as Incentive Stock Options become exercisable by a Participant
for the first time during any calendar year for Shares having a Fair Market Value greater than one hundred thousand dollars ($100,000),
the portions of such Options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section
5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the
Fair Market Value of Shares shall be determined as of the time the Option with respect to such Shares is granted. If the Code
is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed
incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the
Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the
limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising.
In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the
Option first. Upon exercise of the Option, Shares issued pursuant to each such portion shall be separately identified.


 


5.4Limitations
on Award Grants to any One Participant. The aggregate number of Awards granted to any one person (and any companies owned
by that person) in a twelve month period must not exceed 5% of the number that is equal to the sum of the issued and outstanding
Shares and the issued and outstanding Class A Shares, calculated on the date an Award is granted to the person. As set forth in
sections 5.5 and 5.6 below, more restrictive limitations are imposed upon persons that are Consultants or retained to provide
Investor Relations Activities.


 


5.5Limitations
on Award Grants to Consultants. The aggregate number of Awards granted to any one Consultant in a twelve month period must
not exceed 2% of the number that is equal to the sum of the issued and outstanding Shares and the issued and outstanding Class
A Shares, calculated at the date an Award is granted to the Consultant. This 2% limit is included within the Award limitations
prescribed by section 5.4.


 




    	 	 	 



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5.6Limitations
on Award Grants to Participants Performing Investor Relations Activities.


 


(a)The
aggregate number of Awards granted to all Participants retained to provide Investor Relations Activities must not exceed 2% of
the number that is equal to the sum of the issued and outstanding Shares and the issued and outstanding Class A Shares of the
Company in any twelve month period, calculated at the date an Award is granted to any such Participant. This 2% limit is included
within the Award limitations prescribed by section 5.4. Participants retained to provide Investor Relations Activities shall include
any Consultant that performs Investor Relations Activities and any Employee or Director whose role and duties primarily consist
of Investor Relations Activities.


 


(b)Awards
issued to Participants retained to provide Investor Relations Activities shall vest in stages over a period of not less than twelve
months with no more than 25% of the Awards vesting in any three month period.


 


(c)The
Board shall, through the establishment of appropriate procedures, monitor the trading in the securities of the Company by all
Participants performing Investor Relations Activities. These procedures may include, for example, the establishment of a designated
brokerage account through which the Participant conducts all trades in the securities of the Company or a requirement for such
Participants to file insider trade reports with the Board.


 


6.Stock
Options.


 


Options
shall be evidenced by Award Agreements specifying the number of Shares covered thereby, in such form as the Board shall from time
to time establish. Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and
be subject to the following terms and conditions:


 


6.1Exercise
Price. The exercise price for each Option shall be established in the discretion of the Board; provided, however, that
(a) the exercise price per Share for an Option shall not be less than the Fair Market Value of a Share on the effective date of
grant of the Option, less the maximum discount available pursuant to applicable securities laws and stock exchange rules, and
(b) no Incentive Stock Option granted to a Ten Percent Shareholder shall have an exercise price per Share less than one hundred
ten percent (110%) of the Fair Market Value of a Share on the effective date of grant of the Option. Notwithstanding the foregoing,
an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than
the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another Option
in a manner qualifying under the provisions of Section 424(a) of the Code; provided, however, that, so long as the Shares of the
Company are listed for trading on the TSX Venture Exchange (the “TSXV”), in no event, shall the exercise
price be lower than the “Discounted Market Price” as defined in the policies of the TSXV or such other price as permitted
pursuant to a waiver obtained from the TSXV. Approval from disinterested Shareholders of the Company shall be obtained in connection
with any reduction in the exercise price of Options held by an Insider at the time of the proposed amendment.


 


6.2Exercisability
and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject
to such terms, conditions, Performance Goals and restrictions as shall be determined by the Board and set forth in the Award Agreement
evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after
the effective date of grant of such Option, subject to extension where the expiry date falls within a Blackout Period, and (b)
no Incentive Stock Option granted to a Ten Percent Shareholder shall be exercisable after the expiration of five (5) years after
the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Board in the grant of
an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless
earlier terminated in accordance with its provisions. Any Options exercised prior to the expiry of a hold period imposed by any
stock exchange on which the Shares may be listed from time to time shall be legended with the stock exchange’s hold period
commencing on the date the stock options were granted.


 




    	 	 	 



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6.3Payment
of Exercise Price.


 


(a)Forms
of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of Shares
being purchased pursuant to any Award shall be made in cash, unless otherwise permitted by the Board and applicable securities
regulatory authorities, including any stock exchange on which the Company’s securities are listed. Notwithstanding, so long
as the Shares of the Company are listed for trading on the TSXV, payment of the exercise price for the number of Shares being
purchased pursuant to any Award shall be made in cash unless otherwise permitted pursuant to a waiver obtained from the TSXV.


 


6.4Effect
of Termination of Service.


 


(a)Option
Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer exercise
period is provided by the Board, an Option shall terminate immediately upon the Participant’s termination of Service to
the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent
it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate:


 


(i)Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised
and exercisable for vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant
(or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after
the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s
term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).


 


(ii)Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and
exercisable for vested Share on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death
at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated,
but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated
on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.


 


(iii)Termination
for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service
is terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination
of Service.


 


(iv)Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause,
the Option, to the extent unexercised and exercisable for vested Shares on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


6.5Transferability
of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s
guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. All Options are non-assignable and non-transferable.


 


6.6Blackout
Period Extensions. Notwithstanding anything to the contrary in this Plan, if the expiry date for any Award falls within a
Blackout Period or within 10 business days from the expiration of a Blackout Period (such Award to be referred to as “Blackout
Period Awards”), the expiry date of such Blackout Period Awards shall be automatically extended to the date that is
the 10th business day following the end of the Blackout Period, such 10th business day to be considered the expiry
date for such Blackout Period Award for all purposes under this Plan.


 




    	 	 	 



    	 	D10	 



    


 


7.Restricted
Stock Units.


 


Restricted
Stock Units shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements
evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be
subject to the following terms and conditions:


 


7.1Types
of Restricted Stock Unit Awards Authorized. Restricted Stock Units may be granted upon such conditions as the Board shall
determine, including, without limitation, upon the attainment of one or more Performance Goals.


 


7.2Number
of Securities. Each Award Agreement will specify the number of Restricted Stock Units awarded and will provide for the adjustment
of such number in accordance with the limitations set forth in the Plan.


 


7.3Purchase
Price. The purchase price for Shares issuable under each Restricted Stock Unit Award shall be established by the Board in
its discretion. Except as may be required by applicable law or the requirements of any stock exchange or market system upon which
the Shares may be listed or established by the Board, no monetary payment (other than applicable tax withholding) shall be required
as a condition of receiving a Restricted Stock Unit Award.


 


7.4Payment
of Purchase Price. Except as otherwise provided below, payment of the purchase price (if any) for the number of Shares being
purchased pursuant to any Restricted Stock Unit Award shall be made (a) in cash, by check or in cash equivalent, (b) by such other
consideration as may be approved by the Board from time to time to the extent permitted by applicable law or the requirements
of any stock exchange or market system upon which the Shares may be listed, or (c) by any combination thereof.


 


7.5Vesting
and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Unit Award may (but need not) be made subject
to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions, time periods or Performance
Goals, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. The Board, in its discretion,
may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with
respect to any Shares subject to such Restricted Stock Unit Award would otherwise occur on a day on which the sale of such Shares
would violate the provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be
determined on the next trading day on which the sale of such Shares would not violate the Insider Trading Policy.


 


7.6Settlement
of Restricted Stock Units.


 


(a)Procedure;
Rights as a Shareholder. Any Restricted Stock Unit Award granted hereunder will be settled according to the terms of the Plan
and at such times and under such conditions as determined by the Board and set forth in the Award Agreement. Until the Restricted
Stock Unit Awards are settled and the Shares are delivered (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote, if applicable, or receive dividends or any other rights
as a shareholder will exist with respect to the Award. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the Shares are delivered, except as provided in Section 4.2 of the Plan or the applicable Award
Agreement.


 


(b)Nontransferability
of Restricted Stock Unit Award Rights. Rights to acquire Shares pursuant to a Restricted Stock Unit Award shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors
of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All
rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her
lifetime only by such Participant or the Participant’s guardian or legal representative.


 


(c)Cessation
of Services. Each Award Agreement will specify the consequences of a Participant’s ceasing to be a Service provider
prior to the settlement of a Restricted Stock Unit Award.


 




    	 	 	 



    	 	D11	 



    


  


8.Standard
Forms of Award Agreements.


 


8.1Award
Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form
of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Award Agreement. Any Award Agreement may consist of an appropriate
form of Notice of Grant and a form of Award Agreement incorporated therein by reference, or such other form or forms, including
electronic media, as the Board may approve from time to time.


 


8.2Authority
to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form of Award
Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a
new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form
or forms of Award Agreement are not inconsistent with the terms of the Plan.


 


9.Change
in Control.


 


9.1Effect
of Change in Control on Awards. Subject to the requirements and limitations of Section 409A of the Code, if applicable,
the Board may provide for any one or more of the following:


 


(a)Accelerated
Vesting. The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control, may
take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection with
such Change in Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such conditions,
including termination of the Participant’s Service prior to, upon, or following such Change in Control, to such extent as
the Board shall determine.


 


(b)Assumption,
Continuation or Substitution of Awards. In the event of a Change in Control, the surviving, continuing, successor, or
purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award
or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award
or portion thereof a substantially equivalent award with respect to the Acquiror’s stock. For purposes of this Section,
if so determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change
in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement,
for each Share subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether securities,
cash, property, or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled;
provided, however, that if such consideration is not solely common stock in the capital of the Acquiror, the Board may, with the
consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award for each Share to consist
solely of common stock in the capital of the Acquiror equal in Fair Market Value to the per Share consideration received by holders
of Shares pursuant to the Change in Control. If any portion of such consideration may be received by holders of Shares pursuant
to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value
per Share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of
the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror
in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate
and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the foregoing,
Shares acquired upon exercise of an Award prior to the Change in Control and any consideration received pursuant to the Change
in Control with respect to such Shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing
such Award except as otherwise provided in such Award Agreement.


 




    	 	 	 



    	 	D12	 



    


 


(c)Cash-Out
of Outstanding Awards. Subject to the approval of the TSXV (so long as the Shares of the Company are listed for trading
on the TSXV), the Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence
of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in Control shall be canceled
in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the Board) subject to
such canceled Award in cash, in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be
paid per Share in the Change in Control, reduced by the exercise or purchase price per Share, if any, under such Award. If any
portion of such consideration may be received by holders of Shares pursuant to the Change in Control on a contingent or delayed
basis, the Board may, in its sole discretion, determine such Fair Market Value per Share as of the time of the Change in Control
on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration.
In the event such determination is made by the Board, the amount of such payment in cash (reduced by applicable withholding taxes,
if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following
the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting
schedules applicable to such Awards.


 


9.2Federal
Excise Tax Under Section 4999 of the Code.


 


(a)Excess
Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit received or to
be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization
of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code,
then, provided such election would not subject the Participant to taxation under Section 409A of the Code, the Participant may
elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for under the Award in order
to avoid such characterization.


 


(b)Determination
by Independent Accountants. To aid the Participant in making any election called for under Section 9.2(a), no later than
the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment”
to the Participant as described in Section 9.2(a), the Company shall request a determination in writing by independent public
accountants selected by the Company (the “Accountants”). As soon as practicable thereafter, the Company
shall cause the Accountants to determine and report to the Company and the Participant the amount of such acceleration of vesting,
payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination,
the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably
request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably
charge in connection with their services contemplated by this Section 9.2(b).


 


10.Tax
Withholding.


 


10.1Tax
Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require
the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local
and foreign taxes (including any social insurance tax), if any, required by law to be withheld by the Company with respect to
an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares or to release Shares
from an escrow established pursuant to an Award Agreement until the Company’s tax withholding obligations have been satisfied
by the Participant.


 


10.2Withholding
in Shares. The Company shall have the right, but not the obligation, to deduct from the Shares issuable to a Participant upon
the exercise of an Award, or to accept from the Participant the tender of, a number of whole Shares having a Fair Market Value,
as determined by the Company, equal to all or any part of the tax withholding obligations of the Company. The Fair Market Value
of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the
applicable minimum statutory withholding rates.


 




    	 	 	 



    	 	D13	 



    


 


11.Compliance
with Securities Law.


 


The
grant of Awards and the issuance of Shares pursuant to any Award shall be subject to compliance with all applicable requirements
of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system
upon which the Shares may then be listed. In addition, no Award may be exercised or Shares issued pursuant to an Award unless
(a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect
to the Shares issuable pursuant to the Award or (b) the Shares issuable pursuant to the Award may be issued in accordance with
the terms of an applicable exemption from the prospectus or registration requirements of applicable securities laws. The inability
of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. As a condition
to issuance of any Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.


 


12.Amendment
or Termination of Plan.


 


The
Board may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s shareholders,
there shall be (a) no increase in the maximum aggregate number of Shares that may be issued under the Plan (except by operation
of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c)
no other amendment of the Plan that would require approval of the Company’s shareholders under any applicable law, regulation
or rule, including the rules of any stock exchange or market system upon which the Shares may then be listed. No amendment, suspension
or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided
by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without
the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board
may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to
take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award
Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A
of the Code.


 


13.Miscellaneous
Provisions.


 


13.1Rights
as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected
as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted
under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit
in any way any right of the Company or any of its affiliates to terminate the Participant’s Service at any time. To the
extent that an employee of an affiliate of the Company receives an Award under the Plan, that Award shall in no event be understood
or interpreted to mean that the Company is the employee’s employer or that the employee has an employment relationship with
the Company.


 


13.2Rights
as a Shareholder. A Participant shall have no rights as a shareholder with respect to any Shares covered by an Award until
the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record
date is prior to the date such Shares are issued, except as provided in Section 4.2 or another provision of the Plan. In addition,
any rights that a Participant has with respect to any Shares issued under any Award shall be subject to the terms and conditions
of the Company’s Bylaws.


 


13.3Delivery
of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the Shares
acquired pursuant to an Award and shall deliver such Shares to or for the benefit of the Participant by means of one or more of
the following: (a) by delivering to the Participant evidence of book entry Shares credited to the account of the Participant,
(b) by depositing such Shares for the benefit of the Participant with any broker with which the Participant has an account relationship,
or (c) by delivering such Shares to the Participant in certificate form.


 


13.4Fractional
Shares. The Company shall not be required to issue fractional Shares upon the exercise or settlement of any Award.


 




    	 	 	 



    	 	D14	 



    


 


13.5Retirement
and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards shall be included as
“compensation” for purposes of computing the benefits payable to any Participant under the Company’s or its
affiliate’s’ retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly
provides that such compensation shall be taken into account in computing such benefits.


 


13.6Section
409A of the Code. Notwithstanding other provisions of the Plan or any Award Agreements hereunder, no Award shall be granted,
deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional
tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Board or, if delegated
by the Board to the Committee, by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award
under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award Agreement, as the case
may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, including
as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company
will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A
of the Code. The Company shall use commercially reasonable efforts to implement the provisions of this Section 13.6 in good faith;
provided that neither the Company, the Board nor any of the Company’s employees, directors or representatives shall
have any liability to Participants with respect to this Section 13.6.


 


13.7Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability
of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 


13.8No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company
or an affiliate of the Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its
capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business
or assets; or (b) limit the right or power of the Company or an affiliate of the Company to take any action which such entity
deems to be necessary or appropriate.


 


13.9Choice
of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance
of the Plan and each Award Agreement shall be governed by the laws of the Province of Ontario, without regard to its conflict
of law rules.


 


13.10Shareholder
Approval. The Plan or any increase in the maximum aggregate number of Shares issuable thereunder as provided in Section 4.1
(the “Authorized Shares”) shall be approved by a majority of the outstanding Shares of the Company
entitled to vote within twelve (12) months before or after the date of adoption thereof by the Board. Awards granted prior to
security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become
exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the
case may be.


 


Effective
as of December 23, 2014, as duly approved by resolution of the shareholders of Frankly Inc. (formerly WB III Acquisition Corp.)
on December 10, 2014.


 


Amended
and restated as of March 23, 2015 and approved by resolution of the shareholders of Frankly Inc. dated June 18, 2015.


 


Amended
and restated as of January 22, 2016, and approved by resolution of the shareholders of Frankly Inc. dated June 30,
2016.