THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET
FORTH HEREIN.


 


THE
MASLOW MEDIA GROUP, INC.


 


Warrant
for the Purchase of Shares of Common Stock


 


	No.
[________]	0.1 Shares of Common Stock









 


THIS
CERTIFIES that, for value received, Nick Tsahalis (the “Holder”), is entitled to subscribe for and purchase from The
Maslow Media Group, Inc., a Virginia corporation (the “Company”), upon the terms and conditions set forth herein,
the number of shares of the Company’s Common Stock, par value $1.00 per share (“Common Stock”), or fractional
shares of Common Stock, as set forth above, at the Exercise Price (as defined below), as adjusted pursuant to the provisions herein.
As used herein the term “Warrant” shall mean and include this Warrant and warrants hereafter issued as a consequence
of the exercise or transfer of this Warrant in whole or in part. As used herein the term “Warrant Shares” shall mean
the shares of Common Stock, or fractions thereof, issuable or issued upon exercise of this Warrant, as set forth above and as
the same number may be adjusted as set forth herein. This Warrant is issued to Holder pursuant to a Securities Purchase Agreement
by and between the Company and the Holder (the “Agreement”) and is subject to the terms and conditions thereof. Capitalized
terms used in this Warrant but not defined herein shall have the meanings ascribed to such terms in the Agreement.


 


	1.	Exercise
                                         Period. Subject to the terms and conditions set forth herein, this Warrant may be
                                         exercised at any time or from time to time during the period commencing at 10:00 a.m.
                                         Eastern time on first Business Day following the completion of the Qualified Financing
                                         (as defined below) and expiring at 5:00 p.m. Eastern time on the fifth annual anniversary
                                         thereof (the “Exercise Period”).



 


	2.	Exercise
                                         Price; Adjustments.



 


		(a)	The
                                         For purposes herein, the exercise price per full share of Common Stock shall be 120%
                                         of the average sale price of the Common Stock across all transactions constituting a
                                         part of the Qualified Financing, with equitable adjustments being made for any splits,
                                         combinations or dividends relating to the Common Stock, or combinations, recapitalization,
                                         reclassifications, extraordinary distributions and similar events, that occur following
                                         one transaction constituting a part of the Qualified Financing and prior to one or more
                                         other transactions constituting a part of the Qualified Financing (the “Exercise
                                         Price”).



 






    	 	1	 



    	 



    

 


		(b)	The
                                         Exercise Price shall be subject to proportional and equitable adjustments following the
                                         date of the completion of the Qualified Financing (the “Price Determination Date”)
                                         for splits, combinations or dividends relating to the Common Stock, or combinations,
                                         recapitalization, reclassifications, extraordinary distributions and similar events that
                                         occur on or after the Price Determination Date. By way of example and not limitation,
                                         in the event of forward split of the Common Stock following the Price Determination Date
                                         in which each share of Common Stock is converted into two shares of Common Stock, the
                                         Exercise Price shall be reduced by 50% and the number of Warrant Shares shall be increased
                                         by 100%, and in the event of a reverse split of the Common Stock following the Price
                                         Determination Date in which each two shares of Common Stock are converted into one share
                                         of Common Stock, the Exercise Price shall be increased by 100% and the number of Warrant
                                         Shares shall be reduced by 50%.



 


		(c)	The
                                         number of Warrant Shares shall be also be subject to proportional and equitable adjustments
                                         following the Issuance Date as set forth on the signature page hereto (the “Issuance
                                         Date”) for splits, combinations or dividends relating to the Common Stock, or combinations,
                                         recapitalization, reclassifications, extraordinary distributions and similar events that
                                         occur on or after the Issuance Date but prior to the Price Determination Date. By way
                                         of example and not limitation, in the event of forward split of the Common Stock following
                                         the Issuance Date in which each share of Common Stock is converted into two shares of
                                         Common Stock, the number of Warrant Shares shall be increased by 100%, and in the event
                                         of a reverse split of the Common Stock following the Issuance Date in which each two
                                         shares of Common Stock are converted into one share of Common Stock, the number of Warrant
                                         Shares shall be reduced by 50%.



 


		(d)	For
                                         purposes herein, a “Qualified Financing” means the issuance by the Company,
                                         other than an “Excluded Issuance” (as defined below), of shares of Common
                                         Stock, in one transaction or series of related transactions, which transaction(s) result
                                         in aggregate gross proceeds actually received by the Company of at least $5,000,000.



 


		(e)	Notwithstanding
                                         anything herein to the contrary, a Qualified Financing shall not include any of the following
                                         issuances (each, an “Excluded Issuance”): Any issuances of Common Stock:



 


		(i)	for
                                         compensatory or incentive purposes to officers, employees or directors of, or consultants
                                         to, the Company or any of its Affiliates including, without limitation, the grant of
                                         stock options, deferred share units, restricted share units or restricted shares, duly
                                         adopted for such purposes by a majority of the non-employee members of the board of directors
                                         of the Company or a majority of the members of the committee of nonemployee members of
                                         the board of directors established for such purpose;



 


		(ii)	pursuant
                                         to a rights offering by the Company or pursuant to a shareholder rights plan of the Company
                                         that is carried out on a pro rata basis among all holders of the applicable class of
                                         securities of the Company;



 


		(iii)	upon
                                         the exercise, conversion or exchange of any securities exercisable, convertible or exchangeable
                                         for or into shares of Common Stock;



 






    	 	2	 



    	 



    

 


		(iv)	pursuant
                                         to any over-allotment option granted to the underwriters in a securities offering;



 


		(v)	as
                                         a result of the consolidation or subdivision of any securities of the Company, or as
                                         a special distribution or stock dividend or similar transaction that is carried out on
                                         a pro rata basis among all holders of the applicable class of securities of the Company;
                                         or



 


		(vi)	in
                                         connection with or pursuant to any merger, business combination, joint venture, exchange
                                         offer, take-over bid, arrangement, amalgamation, asset purchase transaction or acquisition
                                         of assets or shares of a third party where such transaction is approved by a majority
                                         of the disinterested directors of the Company.



 


	3.	Procedure
                                         for Exercise; Effect of Exercise.



 


		(a)	Cash
                                         Exercise. This Warrant may be exercised, in whole or in part, by the Holder during
                                         normal business hours on any business day during the Exercise Period by (i) the presentation
                                         to the Company at its principal office along of a duly executed Notice of Exercise (in
                                         the form attached hereto) specifying the number of Warrant Shares to be purchased (each
                                         of which shall constitute at least 0.1 shares of Common Stock, and integral multiples
                                         thereof), and (ii) delivery of payment to the Company of the aggregate Exercise Price
                                         for the number of Warrant Shares being purchase as specified in the Notice of Exercise
                                         by cash, wire transfer of immediately available funds to a bank account specified by
                                         the Company, or by certified or bank cashier’s check. The Holder shall not be required
                                         to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises
                                         of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
                                         available hereunder shall have the effect of lowering the outstanding number of Warrant
                                         Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares
                                         purchased. Any fractional Warrant Shares that may be issued on exercise of this Warrant
                                         may be issued as such fractional shares of Common Stock, may be paid in cash or may be
                                         rounded up to the next nearest share of Common Stock, in each case at the election of
                                         the Company.



 


		(b)	Cashless
                                         Exercise. Notwithstanding Section 3(a), if at the time that Holder elects to exercise
                                         this Warrant, there is no effective registration statement under the Securities Act registering
                                         the Warrant Shares for resale pursuant to the Securities Act, the Holder may elect to
                                         receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal
                                         to the value of this Warrant determined in the manner described below (or of any portion
                                         thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise,
                                         in which event the Company shall issue to Holder a number of shares of Common Stock computed
                                         using the following formula:



 


X
= Y (A-B)


A


 



    	 	3	 



    	 



    




 


Where:


 


		X
                                         =	the
                                         number of Warrant Shares to be issued to Holder.	 



 


		Y
                                         =	the
                                         number of Warrant Shares that the Holder elects to purchase under this Warrant (at the
                                         date of such calculation).	 



 


		A
                                         =	the
                                         “fair market value” (as defined below) of a Warrant Share at the date of
                                         such calculation.	 



 


		B
                                         =	Exercise
                                         Price, as adjusted to the date of calculation.	 



 


For
purposes of this Section 3(d), the per share “fair market value” of the Warrant Shares shall mean the per share fair
market value of the Warrant Shares as is determined in good faith by the Board of Directors of the Company after taking into consideration
factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company
in private transactions negotiated at arm’s length.


 


		(c)	Effect
                                         of Exercise. Upon receipt by the Company of this Warrant and a Notice of Exercise,
                                         together with proper payment of the Exercise Price (if applicable), as provided herein,
                                         the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder
                                         as the record holder of such Warrant Shares as of the close of business on the date on
                                         which the Notice of Exercise has been delivered and payment has been made for such Warrant
                                         Shares in accordance with this Warrant and the Holder shall be deemed to be the holder
                                         of record of the Warrant Shares, notwithstanding that the stock transfer books of the
                                         Company shall then be closed or that certificates representing such Warrant Shares shall
                                         not then be actually delivered to the Holder. A stock certificate or certificates for
                                         the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder
                                         as promptly as practicable, and in any event within three (3) business days, thereafter.
                                         The stock certificate(s) so delivered shall be in any such denominations as may be reasonably
                                         specified by the Holder in the Notice of Exercise.



 


		(d)	Certain
                                         Adjustments. The number and kind of securities purchasable upon the exercise of this
                                         Warrant and the Exercise Price therefor shall be subject to adjustment from time to time
                                         upon the occurrence of certain events, as follows:



 


		(i)	Fundamental
                                         Transactions. In the event that, prior to any exercise hereunder, the Common Stock
                                         is converted into another class of securities of the Company or any successor entity
                                         to the Company, whether by way of merger, reorganization, re-incorporation or otherwise
                                         (the “Replacement Securities”), any reference herein to the Common Stock
                                         (whether standing alone or as part of another defined term herein) automatically upon
                                         the consummation of the applicable transaction shall be deemed a reference to such Replacement
                                         Securities. In the event that, prior to any exercise hereunder, the Company completes
                                         a share exchange with another entity wherein all of the issued and outstanding shares
                                         of Common Stock are exchanged for equity interests in the other entity (the “Exchanged
                                         Securities”), any reference herein to the Common Stock (whether standing alone
                                         or as part of another defined term herein) automatically upon the consummation of the
                                         applicable transaction shall be deemed a reference to such Exchanged Securities. Then,
                                         upon any subsequent exercise of this Warrant, the Holder shall have the right to receive
                                         the number of Replacement Securities or Exchanged Securities and any additional consideration
                                         (the “Alternate Consideration”) receivable upon or as a result of such merger,
                                         reorganization, re-incorporation or exchange as receivable for the Warrant Shares had
                                         they been issued at that time, with appropriate and equitable adjustments being made
                                         to the Exercise Price, and for purposes of any such exercise, the determination of the
                                         Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
                                         based on the amount of Alternate Consideration issuable in respect of one share of Common
                                         Stock.



 






    	 	4	 



    	 



    

 


		(ii)	Notice
                                         of Adjustments. Whenever the number of Warrant Shares purchasable hereunder or the
                                         Exercise Price thereof shall be adjusted pursuant hereto, the Company shall provide notice
                                         to the Holder setting forth, in reasonable detail, the event requiring the adjustment,
                                         the amount of the adjustment, the method by which such adjustment was calculated, and
                                         the number and class of shares which may be purchased thereafter and the Exercise Price
                                         therefor after giving effect to such adjustment.



 


		(e)	Holder’s
                                         Exercise Limitations. The Company shall not effect any exercise of this Warrant,
                                         and a Holder shall not have the right to exercise any portion of this Warrant, to the
                                         extent that after giving effect to the conversion set forth on the applicable Notice
                                         of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons
                                         acting as a group together with the Holder or any of the Holder’s Affiliates (such
                                         Persons, “Attribution Parties”)) would beneficially own in excess of the
                                         Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
                                         the number of shares of Common Stock beneficially owned by the Holder and its Affiliates
                                         and Attribution Parties shall include the number of shares of Common Stock issuable upon
                                         exercise of this Warrant with respect to which such determination is being made, but
                                         shall exclude the number of shares of Common Stock which are issuable upon (i) ) exercise
                                         of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder
                                         or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
                                         unexercised or unconverted portion of any other securities of the Company subject to
                                         a limitation on conversion or exercise analogous to the limitation contained herein (including,
                                         without limitation, the Notes or any other Warrants) beneficially owned by the Holder
                                         or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
                                         sentence, for purposes of this Section 3(e), beneficial ownership shall be calculated
                                         in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
                                         “Exchange Act”), and the rules and regulations promulgated thereunder. To
                                         the extent that the limitation contained in this Section 3(e) applies, the determination
                                         of whether this Warrant is exercisable (in relation to other securities owned by the
                                         Holder together with any Affiliates and Attribution Parties) and of which this Warrant
                                         is exercisable shall be in the sole discretion of the Holder, and the submission of a
                                         Notice of Exercise shall be deemed to be the Holder’s determination of whether
                                         this Warrant may be exercised (in relation to other securities owned by the Holder together
                                         with any Affiliates or Attribution Parties) and which portion of this Warrant may be
                                         exercised, in each case subject to the Beneficial Ownership Limitation. To ensure compliance
                                         with this restriction, the Holder will be deemed to represent to the Company each time
                                         it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions
                                         set forth in this Section 3(e) and the Company shall have no obligation to verify or
                                         confirm the accuracy of such determination. In addition, a determination as to any group
                                         status as contemplated above shall be determined in accordance with Section 13(d) of
                                         the Exchange Act and the rules and regulations promulgated thereunder. For purposes of
                                         this Section 3(e), in determining the number of outstanding shares of Common Stock, the
                                         Holder may rely on the number of outstanding shares of Common Stock as stated in the
                                         most recent of the following: (i) the Company’s most recent periodic or annual
                                         report filed with the SEC, as the case may be, (ii) a more recent public announcement
                                         by the Company, or (iii) a more recent written notice by the Company or the Company’s
                                         transfer agent setting forth the number of shares of Common Stock outstanding. Upon the
                                         written or oral request of a Holder, the Company shall within one Business Day confirm
                                         orally and in writing to the Holder the number of shares of Common Stock then outstanding.
                                         In any case, the number of outstanding shares of Common Stock shall be determined after
                                         giving effect to the conversion or exercise of securities of the Company, including this
                                         Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding
                                         shares of Common Stock was reported. The “Beneficial Ownership Limitation”
                                         shall be 9.99% of the number of shares of Common Stock outstanding immediately after
                                         giving effect to the issuance of shares of Common Stock issuable upon exercise of this
                                         Warrant by the Holder. The Holder, upon notice to the Company, may increase or decrease
                                         the Beneficial Ownership Limitation provisions of this Section 3(e), provided that any
                                         increase in the Beneficial Ownership Limitation will not be effective until the 61st
                                         day after such notice is delivered to the Company. The Beneficial Ownership Limitation
                                         provisions of this Section 3(e) shall be construed and implemented in a manner otherwise
                                         than in strict conformity with the terms of this Section 3(e) to correct this Section
                                         3(e) (or any portion hereof) which may be defective or inconsistent with the intended
                                         Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
                                         or desirable to properly give effect to such limitation. The limitations contained in
                                         this Section 3(e) shall apply to a successor holder of this Warrant.



 






    	 	5	 



    	 



    

 


	4.	Registration
                                         of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise
                                         in part of this Warrant shall be numbered and shall be registered in a Warrant Register
                                         as they are issued. The Company shall be entitled to treat the registered holder of any
                                         Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall
                                         not be bound to recognize any equitable or other claim to or interest in such Warrant
                                         on the part of any other person, and shall not be liable for any registration or transfer
                                         of Warrants which are registered or to be registered in the name of a fiduciary or the
                                         nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee
                                         is committing a breach of trust in requesting such registration or transfer, or with
                                         the knowledge of such facts that its participation therein amounts to bad faith. This
                                         Warrant shall be transferable only on the books of the Company upon delivery thereof
                                         duly endorsed by the Holder or by its duly authorized attorney or representative, or
                                         accompanied by proper evidence of succession, assignment, or authority to transfer. In
                                         all cases of transfer by an attorney, executor, administrator, guardian, or other legal
                                         representative, duly authenticated evidence of his or its authority shall be produced.
                                         Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants
                                         to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder
                                         thereof, for another Warrant, or other Warrants of different denominations, of like tenor
                                         and representing in the aggregate the right to purchase a like number of Warrant Shares,
                                         upon surrender to the Company or its duly authorized agent.



 






    	 	6	 



    	 



    

 


	5.	Restrictions
                                         on Transfer.



 


		(a)	The
                                         Holder, as of the Issuance Date, represents to the Company that such Holder is acquiring
                                         this Warrant for its own account for investment purposes and not with a view to the distribution
                                         thereof or of the Warrant Shares. Notwithstanding any provisions contained in this Warrant
                                         to the contrary, this Warrant and the related Warrant Shares shall not be transferable
                                         except pursuant to the proviso contained in the following sentence or upon the conditions
                                         specified in this Section 5, which conditions are intended, among other things, to insure
                                         compliance with the provisions of the Securities Act of 1933, as amended (the “Securities
                                         Act”) and applicable state law in respect of the transfer of this Warrant or such
                                         Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will
                                         not transfer this Warrant or the related Warrant Shares prior to delivery to the Company
                                         of an opinion of the Holder’s counsel (as such opinion and such counsel are described
                                         in Section 5(b)) or until registration of such Warrant Shares under the Securities Act
                                         has become effective or after a sale of such Warrant or Warrant Shares has been consummated
                                         pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however,
                                         that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery
                                         to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a
                                         nominee thereof, (ii) from a nominee to any of the aforementioned persons as beneficial
                                         owner of this Warrant or such Warrant Shares, (iii) to a qualified institutional buyer,
                                         so long as such transfer is effected in compliance with Rule 144A under the Securities
                                         Act, or (iv) to an accredited investor (as such term is defined in Regulation D under
                                         the Securities Act).



 


		(b)	The
                                         Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or
                                         of the related Warrant Shares (other than as permitted by Section 5(a) or pursuant to
                                         a registration under the Securities Act), the Holder will give written notice to the
                                         Company of its intention to effect such transfer, together with an opinion of such counsel
                                         for the Holder as shall be reasonably acceptable to the Company, to the effect that the
                                         proposed transfer of this Warrant and/or such Warrant Shares may be effected without
                                         registration under the Securities Act. Upon delivery of such notice and opinion to the
                                         Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares
                                         in accordance with the intended method of disposition specified in the notice to the
                                         Company.



 


		(c)	Each
                                         stock certificate representing Warrant Shares issued upon exercise or exchange of this
                                         Warrant shall bear the following legend unless the opinion of counsel referred to in
                                         Section 5(a) states such legend is not required:



 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 






    	 	7	 



    	 



    

 


		(d)	The
                                         Holder understands that the Company may place and may instruct any transfer agent or
                                         depository for the Warrant Shares to place, a stop transfer notation in the securities
                                         records in respect of the Warrant Shares.



 


	6.	Reservation
                                         of Shares; Reissuance. The Company shall at all times during the Exercise Period
                                         reserve and keep available out of its authorized and unissued Common Stock, solely for
                                         the purpose of providing for the exercise of the rights to purchase all Warrant Shares
                                         granted pursuant to the Warrants, such number of shares of Common Stock as shall, from
                                         time to time, be sufficient therefor. The Company covenants that all shares of Common
                                         Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full
                                         Exercise Price therefor, shall be validly issued, fully paid, non-assessable, and free
                                         of preemptive rights, and free from all taxes, claims, liens, charges and other encumbrances.
                                         If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
                                         as to indemnity or otherwise as it may reasonably impose (which shall, in the case of
                                         a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination
                                         and tenor as this Warrant so lost, stolen, mutilated or destroyed. In the event that
                                         this Warrant is not fully exercised by the end of the Exercise Period it shall thereafter
                                         be void and of no further force and effect.



 


	7.	Non-Circumvention.
                                         The Company covenants and agrees that it will not, by amendment of its certificate of
                                         incorporation, bylaws or through any reorganization, transfer of assets, consolidation,
                                         merger, scheme of arrangement, dissolution, issue or sale of securities, or any other
                                         voluntary action, avoid or seek to avoid the observance or performance of any of the
                                         terms of this Warrant, and will at all times in good faith carry out all the provisions
                                         of this Warrant and take all action as may be required to protect the rights of the Holder.



 


	8.	Transfer
                                         Taxes. The issuance of any shares or other securities upon the exercise of this Warrant,
                                         and the delivery of certificates or other instruments representing such shares or other
                                         securities, shall be made without charge to the Holder for any tax or other charge in
                                         respect of such issuance. The Company shall not, however, be required to pay any tax
                                         which may be payable in respect of any transfer involved in the issue and delivery of
                                         any certificate in a name other than that of the Holder and the Company shall not be
                                         required to issue or deliver any such certificate unless and until the person or persons
                                         requesting the issue thereof shall have paid to the Company the amount of such tax or
                                         shall have established to the satisfaction of the Company that such tax has been paid.



 


	9.	Loss
                                         or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the
                                         Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender
                                         of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable
                                         incidental expenses, the Company shall execute and deliver to the Holder thereof a new
                                         Warrant of like date, tenor, and denomination.



 






    	 	8	 



    	 



    

 


	10.	No
                                         Rights as a Stockholder. The Holder of any Warrant shall not have, solely on account
                                         of such status, any rights of a stockholder of the Company, either at law or in equity,
                                         or to any notice of meetings of stockholders or of any other proceedings of the Company,
                                         except as provided in this Warrant.



 


	11.	Governing
                                         Law. All questions concerning the construction, validity, enforcement and interpretation
                                         of this Warrant shall be governed by and construed and enforced in accordance with the
                                         internal laws of the State of Virginia, without regard to the principles of conflicts
                                         of law thereof.



 


	12.	Incorporation
                                         of Provisions. The provisions of Section 6.1, Section 6.3, Section 6.4 through Section
                                         6.8, inclusive, Section 6.10, Section 6.11, Section 6.12 and Section 6.14 through Section
                                         6.21, inclusive, of the Agreement shall apply to this Warrant as though fully set forth
                                         herein, provided that each reference thereto to the “Agreement” shall be
                                         deemed a reference to this Warrant, each reference to “Investor” shall be
                                         deemed a reference to the Holder, and each reference to the “Parties” or
                                         a “Party” shall be deemed a reference to the Company and the Holder.



 


	13.	Entire
                                         Agreement. This Warrant (including any recitals hereto) and the Agreement set forth
                                         the entire understanding of the parties with respect to the subject matter hereof, and
                                         shall not be modified or affected by any offer, proposal, statement or representation,
                                         oral or written, made by or for any party in connection with the negotiation of the terms
                                         hereof, and may be modified only by instruments signed by all of the parties hereto.



 


	14.	Assignment
                                         by the Company. This Warrant may be assigned by the Company to any Assignee as contemplated
                                         by Section 6.13(b) of the Agreement without any approval of the Holder being required,
                                         but with notice to the Holder of such assignment, at which time all of the rights and
                                         obligations of the Company hereunder shall be assigned to, and assumed by, the Assignee
                                         and the Holder shall look solely to the Assignee for the performance of this Warrant.
                                         Following any such assignment as set forth in this Section 14, any references herein
                                         to the “Company” shall be deemed a reference to the Assignee.



 


	15.	Currency.
                                         All dollar amounts are in U.S. dollars.



 


	16.	THE
                                         SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                                         OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND
                                         NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
                                         UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE
                                         STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS
                                         COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY
                                         TO THIS COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS
                                         COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.



 


[SIGNATURE
PAGE FOLLOWS]



 






    	 	9	 



    	 



    

 


Issuance
date: July 31, 2019


 





	 	THE
MASLOW MEDIA GROUP, INC.
	 	 	 
	 	By:	/s/ Mark Speck
	 	Name	Mark
Speck
	 	Title:	Chief
Financial Officer






 




    	 	10	 



    	 



    

 


	To:
	The Maslow Media Group, Inc.
	 	Attention:
Chief Executive Officer









 


NOTICE
OF EXERCISE


 


The
Undersigned holder hereby exercises the right
to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of The Maslow Media Group, Inc., a
Virginia corporation (the “Company”), evidenced by the attached copy of the Warrant to Purchase Shares of Common Stock
(the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set
forth in the Warrant.


 


	1.	Form
                                         of Exercise Price. The Holder intends that payment of the Exercise Price shall be
                                         made as (check one):



 


[  ]
a cash exercise with respect to _________________ Warrant Shares; or




[  ] 
by cashless exercise pursuant to the Warrant.


 


	2.	Payment
                                         of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
                                         aggregate Exercise Price in the sum of $ __________________to the Company in accordance
                                         with the terms of the Warrant.



 


	3.	Delivery
                                         of Warrant Shares. The Company shall deliver to the holder _____________ Warrant
                                         Shares, to:



 


_______________________________________


_______________________________________


_______________________________________


_______________________________________


_______________________________________


 


(Print
Name, Address and Social Security


or
Tax Identification Number)


 


If
such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, a new Warrant for the balance
of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address
stated below.


 


	Dated:		 
	By:		 
	 	(Print Name)	 
	 		 
	 	Signature