FRANKLY
INC.


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


 


The
Participant has been granted the number of Restricted Stock Units set forth below (the “RSUs”) pursuant to
the Frankly Inc. Equity Incentive Plan (as amended and restated, the “Plan”), as follows:


 


	Participant:	____________
	Date
    of Grant:	____________
	Number
    of Restricted Stock Units:	____RSUs
                                              Board [Member or Chair]

        ____RSUs
             Strategic Process Committee Member

        ____RSUs
             Compensation Committee [Member or Chair]

        ____RSUs
             Audit Committee [Member or Chair]

        ____RSUs
             Governance Committee [Member or Chair]

        _____RSUs



 


	Vesting:	(a)
                                         Vesting Date – The RSUs for each role above (excluding the ______ Strategic
                                         Process Committee RSUs) shall become vested pro-rata by role on the following schedule:
                                         (a) one-quarter (______ RSUs) on December 31, 2017, (b) one-quarter (_____ RSUs) on March
                                         31, 2018, (c) one-quarter (____ RSUs) on June 30, 2018, and (d) one-quarter (______ RSUs)
                                         on September 30, 2018. The ____ Strategic Process Committee Member RSUs shall become
                                         vested on the earlier of: (a) March 31, 2018, or (b) the conclusion of the Company’s
                                         Strategic Process, which shall be the date that the Company’s Board dissolves the
                                         Strategic Process Committee.

         

        (b)
        Termination of Service – The RSUs granted herein are compensation for Participant’s services for the
        period from October 1, 2017 through September 30, 2018 as a member of Frankly Inc.’s Board of Directors and various
        committees thereof. In the event that the Participant’s role as a member of the Company’s Board of Directors,
        or as a member of an individual committee thereof, terminate, the unvested RSUs under this Notice of Grant as of the date
        of such termination will be forfeited with respect to the terminated roles.

         

        (c)
        Change of Control: In the event of a Change of Control (as defined in the Plan) prior to the Vesting Date, all
        outstanding unvested RSUs granted to Participant under this Notice of Grant will vest upon the occurrence of such Change
        of Control.

        



 


Capitalized
terms not defined herein shall have the meaning as set forth in the Plan. RSUs granted hereunder that do not vest as set forth
herein, will be forfeited.


 


By
signing below, the Participant agrees that the Company, its officers, shareholders and other directors shall not be held liable
for any tax, penalty, interest or cost incurred by the Participant as a result of such determination by the IRS or other tax authority.
The Participant acknowledges and agrees that the Company may be required to withhold taxes under applicable law in connection
with the grant of the RSUs or the issuance of the Vested Shares and the Board has the full and final power and authority, in its
discretion, to determine 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. The Participant is urged to consult with
his or her own tax advisor regarding the tax consequences of the RSUs, including the application of Section 409A.


 


By
their signatures below, the Company and the Participant agree that the RSUs are governed by this Grant Notice and by the provisions
of the Plan and the Award Agreement, both of which are attached to and made a part of this document. The Participant acknowledges
receipt of copies of the Plan and the Award Agreement, represents that the Participant has read and is familiar with their provisions,
and hereby accepts the RSUs subject to all of their terms and conditions.


 


	Frankly,
    Inc.	PARTICIPANT
	 		 
	By:	Steve
    Chung	Signature
				 
	Its	CEO	 
		Date	 
	Address:	Address:	 
	 	333
    Bryant Street, Suite 310	 	 
	 	San
    Francisco, CA 94107	 	 


 




    	 



    	 



    




 


Frankly,
Inc.


AWARD
AGREEMENT


 


Frankly
Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”)
to which this Award Agreement is attached a number of Restricted Stock Units (the “RSUs”) pursuant to
the terms and conditions set forth in the Grant Notice and this Award Agreement. The RSUs have been granted pursuant to and shall
in all respects be subject to the terms and conditions of the Plan, as amended to the Date of Grant, the provisions of which are
incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that
the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this Award Agreement and the Plan,
(b) accepts the RSUs subject to all of the terms and conditions of the Grant Notice, this Award Agreement and the Plan, and (c)
agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under
the Grant Notice, this Award Agreement or the Plan.


 


1.
Definitions
and Construction.


 


1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in
the Grant Notice or the Plan.


 


1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Award Agreement. 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.


 


2.
Administration.


 


All
questions of interpretation concerning the Grant Notice, this Award Agreement, the Plan or any other form of agreement or other
document employed by the Company in the administration of the Plan or the RSUs shall be determined by the Board. All such determinations
by the Board shall be final, binding and conclusive upon all persons having an interest in the RSUs, 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 the RSUs 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 in the RSUs. Any Officer shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation, 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,
or election.


 




    	 



    	 



    




 


3.
Vesting.


 





Subject
to the limitations contained herein and under applicable law, including the rules of any stock exchange upon which the Shares
are listed, the RSUs shall vest as provided in the Grant Notice, provided that vesting shall cease upon the termination of the
Participant’s Service. Any RSUs that have not vested shall be forfeited upon termination of Service.


 


4.
Distribution
of Shares.


 





The
Company will deliver to the Participant a number of shares of Stock equal to the number of vested Shares subject to the RSUs on
the vesting date or dates provided in the Grant Notice; provided, however, that in the event that the Company determines
that the Participant is subject to its policy regarding insider trading of the Company’s stock and any Shares subject to
the RSUs are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur
during an applicable “window period,” as determined by the Company in accordance with such policy, then such Shares
shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable within the next
applicable “window period” pursuant to such policy.


 


5.
Execution
of Documents.


 


The
Participant hereby acknowledges and agrees that the manner selected by the Company to indicate the Participant’s consent
to the Grant Notice is also deemed to be execution of the Grant Notice and of this Award Agreement. The Participant further agree
that such manner of indicating consent may be relied upon as the Participant’s signature for establishing execution of any
documents to be executed in the future in connection with the RSUs. This Award Agreement shall be deemed to be signed by the Company
and the Participant upon the respective signing by the Company and the Participant of the Grant Notice to which it is attached.


 


6.
RSUs not
a Service Contract.


 





The
RSUs are not an employment or service contract, and nothing in this Award Agreement shall be deemed to create in any way whatsoever
any obligation on the Participant to continue in the service of the Company or Participating Company, or on the part of the Company
or Participating Company to continue such service. In addition, nothing in this Award Agreement shall obligate the Company or
Participating Companies, their respective stockholders, boards of directors, Officers or Employees to continue any relationship
that the Participant might have as an Employee, Director or Consultant for the Company or Participating Company.


 


7.
Unsecured
Obligation.


 





The
RSUs are unfunded, and as a holder of vested number of RSUs, the Participant shall be considered an unsecured creditor of the
Company with respect to the Company’s obligation, if any, to issue Shares pursuant to this Award Agreement.


 


8.
Miscellaneous
Provisions.


 


8.1
Termination or Amendment. The Board may terminate or amend the Plan or the RSUs at any time.


 




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8.2
Binding Effect. Subject to the restrictions on transfer set forth herein, this Award Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


8.3
Delivery of Documents and Notices. Any document relating to participation in the Plan, or any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement
provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by the Company, or, upon deposit in a postal service, by registered or certified
mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the other party at
the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time
to time to the other party.


 


(a)
Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan,
the Grant Notice, this Award Agreement, and any reports of the Company provided generally to the Company’s shareholders,
may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time
to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet
or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company.


 


(b)
Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 8.3(a) of this
Award Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of
the Grant Notice, as described in Section 8.3(a). The Participant acknowledges that he or she may receive from the Company a paper
copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.
The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company
or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents
fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 8.3(a) or may
change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents
described in Section 8.3(a).


 




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8.4
Integrated Award Agreement. The Grant Notice, this Award Agreement and the Plan, together with any employment, service
or other agreement with the Participant and the Company referring to the RSUs, shall constitute the entire understanding and agreement
of the Participant and the Company with respect to the subject matter contained herein or therein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject
matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Award Agreement and the Plan shall
survive any vesting of the RSUs and shall remain in full force and effect.


 


8.5
Applicable Law. This Award Agreement shall be governed by the laws of the Province of British Columbia, Canada and
the laws of Canada applicable therein.


 


8.6
Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 




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