FRANKLY
INC.


(INCORPORATED
(BY CONTINUANCE) UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLOMBIA))


 


THIS
CERTIFIES THAT


 





	 	CUSIP: 	 
	 	ISIN: 	 


 


is
the registered owner of


 


FULLY
PAID AND NON-ASSESSABLE CLASS A RESTRICTED VOTING COMMON SHARES IN THE CAPITAL OF


 


FRANKLY
INC.


 


transferable
only on the books of the Company by the registered holder in person or by duly authorized Attorney on surrender of this Certificate
properly endorsed.


 


This
Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar of the Company.


 


IN
WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers.


 





	 	                DATED:
	 	 
	 	COUNTERSIGNED
    AND REGISTERED by
	 	TSX
    Trust Company
	 	Toronto,
    Ontario, Canada.
	 	Transfer
    Agent and Registrar


 





	Steven
    Chung	 	Jungsoo
    Park 	 	 	 
	Chief
    Executive Officer	 	Vice
    President, Operations 	 	By	 
	 	 	 	 	 	AUTHORIZED
    OFFICER


 


The
Shares represented by this Certificate are transferable at the offices of TSX Trust Company, Toronto, Ontario, Canada


 




    	 	 	 



    	 	 	 



    


 


FOR
VALUE RECEIVED,                                         
 hereby sell, assign and transfer unto

 


PLEASE
INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE


 


	 	 

                                                                                 

                                                                                 
	

                                                                                  
	

                                                                                 

                                                                                 
	

                                                                                   _  
	 	 	 	 	 	 	 	   _ 






 





 








(PLEASE
PRINT OR TYPEWRITE NAME AND ADRESS OF ASSIGNEE)


 


                                                                                                                                                                                                                                                                                                                                                
Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and  appoint

 


                                                                                                                                                                                          
 Attorney to transfer the said Stock on the Books of the within named Company, with full power of substitution in
the premises





 


	Dated
    	 	 


 


	 	Signature:
    	 


 


NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE. IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A SCHEDULE 1 CANADIAN CHARTERED BANK OR
AN ELIGIBILE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM. 


 


	Guaranteed  by:	 	  




 








    	 	 	 



    	 	 	 



    


 


RESTRICTIONS