PROMISSORY
NOTE


 


Dated:
August 31, 2016




 


FOR
VALUE RECEIVED, Frankly Inc. (the “Borrower”), promises to pay to or to the order of, Raycom Media Inc.
(the “Creditor”) in accordance with the Credit Agreement (as defined below) (or at any other place as the
Creditor may, from time to time, designate by notice in writing to the Borrower):


 


		(a)	the
                                         principal sum (the “Principal”) due from time to time under the credit
                                         agreement between the Borrower and the Lender dated August 31, 2016, as amended, restated
                                         or replaced from time to time (the “Credit Agreement”); and
	 	 	 
		(b)	the
                                         interest on the unpaid portion of the Principal until the Principal is repaid in full
                                         as required and at the rates (the “Interest Rate”) by the Credit Agreement.



 








	1.	Payment.
                                         The Principal, together with any accrued but unpaid interest, will become due and
                                         will be paid in accordance with the Credit Agreement.
	 	 
	2.	Interest
                                         on Overdue Interest. If default occurs in the payment of any interest due under this
                                         promissory note, interest on that amount at the Interest Rate, calculated daily and compounded
                                         monthly, will be payable on demand.
	 	 
	3.	Currency
                                         and Payment. Any money to be paid pursuant to this promissory note must be paid by
                                         bank draft, certified cheque or electronic funds transfer of immediately available funds
                                         payable to the Creditor in the currency advanced pursuant to the Credit Agreement.
	 	 
	4.	Non-Waiver.
                                         The extension of the time for making any payment which is due and payable under this
                                         promissory note, or the Creditor’s failure or delay in exercising or enforcing
                                         any rights or remedies under this promissory note, or under any instrument securing payment
                                         of the indebtedness evidenced by this promissory note, will not constitute a continuing
                                         waiver of the right of the Creditor to enforce those rights and remedies in the future.
	 	 
	5.	Notices
                                         and Demands. Any demand or notice to be made or given in connection with this promissory
                                         note will be in writing and will be personally delivered to an officer or responsible
                                         employee of the Borrower or the Creditor or sent by facsimile, e-mail, or functionally
                                         equivalent electronic means, charges (if any) prepaid, at or to any address, electronic
                                         address, or facsimile number, as the case may be, as the Borrower or the Creditor may
                                         designate to the other in accordance with this provision. Any demand or notice which
                                         is personally delivered will be deemed to have been validly and effectively given on
                                         the date of delivery if that date is a business day, and the delivery was made during
                                         normal business hours; otherwise, it will be deemed to have been validly and effectively
                                         given on the business day next following the date of delivery. Any demand or notice which
                                         is transmitted by facsimile, e-mail, or functionally equivalent electronic means will
                                         be deemed to have been validly and effectively given on the date of transmission if that
                                         date is a business day and the transmission was made during normal business hours of
                                         the recipient; otherwise, it will be deemed to have been validly and effectively given
                                         on the business day next following the date of transmission.
	 	 
	6.	Amendments.
                                         No amendment or waiver of any provision of this promissory note or consent to any
                                         departure by the Borrower from any provision of this promissory note is effective unless
                                         it is in writing and signed by the Creditor, and then the amendment, waiver or consent
                                         is effective only in the specific instance and for the specific purpose for which it
                                         is given.



 






    	 



    	 



    

  


	7.	Collection
                                         Expenses. The Borrower will pay all costs and expenses incurred by the Creditor in
                                         collecting any amount due, and enforcing its rights, under this promissory note, including,
                                         without limitation, reasonable legal fees and disbursements. Those costs and expenses
                                         will be added to the Principal and will bear interest at the Interest Rate.
	 	 
	8.	Governing
                                         Law. This promissory note will be governed by and construed in all respects in accordance
                                         with the laws of the Province of Ontario and the laws of Canada applicable in that Province.
	 	 
	9.	Time
                                         of the Essence. Time will in all respects be of the essence of this promissory note.
	 	 
	10.	Waiver
                                         of Benefits. Presentment for payment, protest and notice of protest, notice of non-payment
                                         and notice of dishonour are waived by the Borrower.



 








The
Borrower has executed this promissory note as of the 31st day of August, 2016.


 


		FRANKLY
    INC.
	 	Per:	/s/ Steve
    Chung
	 	Name:	Steve
    Chung 
	 	Title:	Chief Executive Officer