This
First Amendment (“Amendment”) amends the Factoring and Security Agreement made as of November 4, 2016 by and between
The Maslow Media Group, Inc. (“Client”) and Advance Business Capital LLC d/b/a Triumph Business Capital
(“Company”) as follows, effective as of January 3, 2018. (“Effective Date).


 


1.
Schedule A is hereby deleted and replaced by the attached Schedule A-l.


 


This
Amendment and the factoring and security agreement embody the entire AGREEMENT
BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. THIS
WRITTEN Agreement represents the final agreement between the parties and may not be CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. There are no oral
agreements between the parties.


 


IN
WITNESS WHEREOF, the Parties have executed this agreement on the day and year as specified below.


 


	TRIUMPH
    BUSINESS CAPITAL	 
	
	 
		 
	Steven
    J. Hausman 	 
	President	 


 


	CLIENT:	The
    Maslow Media Group, Inc.
	 	 	 
	 	By:	
	 	Name:	Naveen
    Doki
	 	Title:	Partner
	 	Date:	1/5/18


 




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This
amended Schedule A, as referenced in that Factoring and Security Agreement dated November 4, 2016 by and between Advance
Business Capital LLC d/b/a Triumph Business Capital (“Company”) and The Maslow Media Group, Inc. (“Client”),
shall govern in respect to the following Terms:


 


	Maximum
    Advance	 	$4,000,000
	Term	 	One
    (1) Year with automatic annual renewals thereafter
	Advance
    Rate	 	90%
    of Eligible Accounts
	Factoring
    Fee	 	0.20%
	Repurchase
    Period	 	120
    days
	Finance
    Rate	 	Prime
    plus 2.50%
	Wire
    Transfer Fee	 	$18.00
	Electronic
    Fund Transfer (ACH)	 	$3.00


 


	Initial:		 	Date:	1/5/18


 




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THIS
FACTORING AND SECURITY AGREEMENT (“Agreement”) is made as of November 4, 2016 by and between THE MASLOW
MEDIA GROUP, INC. (“Client”) and Advance Business Capita] LEC d/b/a Triumph Business Capital (together
with its Affiliates, successors and assigns, “Triumph”), (individually, “Party” and collectively, “Parties”).


 


1.
Definitions and Index to Definitions. The following terms used herein shah have the following meanings. All capitalized
terms, whether or not herein defined, shall have the meaning set forth in the Uniform Commercial Code except to the extent otherwise
provided in this Agreement.


 


		1.1.	“Account
                                         Debtor” - the obligor on an Account.
	 	 	 
		1.2.	“Active
                                         Account Debtor” - an Account Debtor of Client which owes all or any portion
                                         of a Purchased Account to Triumph.
	 	 	 
		1.3.	“Advance
                                         Rate” - the percentage, per Schedule A, of the Face Amount of Purchased Accounts
                                         immediately available to the Client on the Purchase Date.
	 	 	 
		1.4.	“Affiliate”
                                         or “Affiliated” - means any Person that, whether directly or indirectly,
                                         or through one or more intermediaries, controls, is controlled by, or is under common
                                         ownership or control. Each of the following shall be deemed Affiliated with Client: Client’s
                                         executive officers and directors; if Client is a Corporation, each shareholder, that,
                                         directly or indirectly, owns or directs 10% or more of any class of voting securities;
                                         if Client is a partnership, all genera], limited or special partners and if Client is
                                         a limited liability company, all elected managers or members that have contributed or
                                         that have the right to receive, upon dissolution, 10% or more of the company’s
                                         capital.
	 	 	 
		1.5.	“Balance
                                         Subject to Finance Fees” - the difference between the unpaid Face Amount of
                                         Purchased Accounts and the Reserve Account - but only to the extent that a Finance Rate
                                         is designated as applicable, pursuant to Schedule A.
	 	 	 
		1.6.	“Closed”
                                         - in connection with a Purchased Account, occurs upon Triumph’s receipt of
                                         full payment of a Purchased Account from a Payor or the Client (including payment by
                                         a charge to the Reserve Account).
	 	 	 
		1.7.	“Collateral”-
                                         all of Client’s assets now owned and hereafter acquired including Accounts,
                                         Chattel Paper, Deposit Accounts, Inventory, Equipment, Instruments, Investment Property,
                                         Documents, Letter of Credit Rights, Commercial Tort Claims, and General Intangibles.
	 	 	 
		1.8.	“Complete
                                         Termination” - in connection with the Term of this Agreement, occurs upon satisfaction
                                         of the following conditions: (a) payment in full of all Obligations of Client to Triumph;
                                         (b) if Triumph has issued or caused to be issued guarantees, promises, or letters of
                                         credit on behalf of Client, acknowledgement from any beneficiaries thereof that Triumph
                                         or any other issuer has no outstanding direct or contingent liability therein and (c)
                                         Client has executed and delivered to Triumph a general release in a form prepared by
                                         and acceptable to Triumph.
	 	 	 
		1.9.	“Default
                                         Fees” - 1.5 times the fees listed in Schedule A, applicable only upon an Event
                                         of Default.
	 	 	 
		1.10.	“Discretion”
                                         - in the sole and exclusive business judgment or determination of Triumph.
	 	 	 
		1.11.	“Early
                                         Termination Fee” - 5% of the Maximum Advance, applicable only if this Agreement
                                         is terminated subsequent to the No-Risk Termination Period and prior to end of the Term,
	 	 	 
		1.12.	“Eligible
                                         Account” - an Account that in Triumph’s Discretion is acceptable for
                                         purchase.
	 	 	 
		1.13.	“Events
                                         of Default” - see Section 10.1
	 	 	 
		1.14.	“Expedited
                                         Settlement Fee” - $25.00 or 1% of the Advance Rate portion of the Purchase
                                         Price, whichever is greater, upon Client’s request for payment of the Purchase
                                         Price sooner than as provided in Section 2.2.
	 	 	 
		1.15.	“Exposed
                                         Payments” - payments received by Triumph that may subject Triumph to an Avoidance
                                         Claim under the United States Bankruptcy Code.
	 	 	 
		1.16.	“Face
                                         Amount” - the amount due on an Account at the time of purchase as evidenced
                                         by the Invoice and Invoice Documentation.
	 	 	 
		1.17.	“Factoring
                                         Fee” - the Factoring Fee Percentage multiplied by the Face Amount of a Purchased
                                         Account, for each Factoring Fee period or portion thereof, that any portion thereof remains
                                         unpaid as provided in Schedule A,
	 	 	 
		1.18.	“Factoring
                                         Fee Percentage” - as provided in Schedule A.
	 	 	 
		1.19.	“Finance
                                         Fees” - the product of the Finance Rate (if applicable, as provided in Schedule
                                         A) multiplied by Balance Subject to Finance Fees.
	 	 	 
		1.20.	“Finance
                                         Rate” - a rate per annum, expressed as a function of Prime Rate, if applicable,
                                         as provided in Schedule A.
	 	 	 
	 	1.21.	“Insolvent”
- in connection with an Account Debtor occurs when, on or before the Repurchase Date, the Account Debtor becomes subject to:
(i) a petition under any state or federal debtor relief or liquidation statute filed within the Insolvency Period, or (ii) a proceeding
under Chapters 11 or 13 of the Bankruptcy Code filed or the conversion of said case to one under Chapter 7. The burden of proof
as to the Insolvency of an Account Debtor shall rest solely on the Client, with it being presumed that at all relevant times an
Account Debtor is not Insolvent.



 




    	
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		1.22.	“Invoice”
                                         - the document that evidences or is intended to evidence the terms of sale giving
                                         rise to an Account. Where the context so requires, reference to an Invoice shall be deemed
                                         to refer to the Account to which it relates.
	 	 	 
		1.23.	“Invoice
                                         Documentation” - al! records, whether in electronic or paper form, relating
                                         to or supporting an Invoice in respect to a claim for payment from an Account Debtor
                                         including purchase orders, hills of lading, receiving documents, shipping receipts, packing
                                         lists and the like.
	 	 	 
		1.24.	“Maximum
                                         Advance” - an amount, per Schedule A, equal to and not to exceed the total
                                         amount payable by Triumph to Client based on the Advance Rate portion of all Purchased
                                         Accounts offered during the Term of this Agreement and not Closed. Triumph may elect
                                         not to purchase any Account which will cause the unpaid balance of Purchased Accounts
                                         to exceed the Maximum Advance. However, if Triumph purchases Accounts in excess of the
                                         Maximum Facility, same shall have no adverse consequences to Triumph’s rights under
                                         this Agreement.
	 	 	 
		1.25.	“Minimum
                                         Monthly Fee” - the minimum value of monthly Factoring Fees, but applicable
                                         only after the first 90 days of the initial Term: Not Applicable.
	 	 	 
		1.26.	“No-Risk
                                         Termination Period” - the period of time in which the Early Termination Fee
                                         is waived; that being 30 days from the date of this Agreement.
	 	 	 
		1.27.	“Obligations”
                                         - all present and future monetary indebtedness, liabilities and obligations owing
                                         by Client to Triumph, whether or not arising hereunder and whether arising before, during
                                         or after the commencement of any Bankruptcy Case in which Client is a Debtor or Debtor-In-Possession.
	 	 	 
		1.28.	“Payor”
                                         - An Account Debtor or another entity making payment for the benefit of such party.
	 	 	 
		1.29.	“Person”
                                         - includes but is not limited to individuals, firms, associations, joint adventures,
                                         general and limited partnerships, estates, trusts, business trusts, syndicates, fiduciaries,
                                         corporations, limited liability companies, all forms of Registered Organizations, and
                                         all other groups or combinations.
	 	 	 
		1.30.	“Prime
                                         Rate” - the “prime rate” as set forth in the Money Rates section
                                         of The Wall Street Journal or, if unavailable, Triumph will substitute a comparable index.
                                         For purposes of this Agreement, Prime Rate is subject to a minimum of 5% per annum. Triumph
                                         shall have Discretion to adjust the Factoring Fee Percentage, either up or down, to reflect
                                         changes in the Prime Rate.
	 	 	 
		1.31.	“Purchase
                                         Date” - each date on which Client has been advised, either through writing
                                         or posting on daily settlement reports available to Client, that Triumph has elected
                                         to issue the Purchase Price to purchase an Account.
	 	 	 
		1.32.	“Purchase
                                         Price” - the Face Amount of a Purchased Account less the Factoring Fee.
	 	 	 
		1.33.	“Purchased
                                         Accounts” - Accounts purchased hereunder which have not been Closed.
	 	 	 
		1.34.	“Repurchase
                                         Period” - as provided in Schedule A.
	 	 	 
		1.35.	“Repurchase”
                                         - an Account for which Client has paid to Triumph the then unpaid Face Amount.
	 	 	 
		1.36.	“Required
                                         Reserve Amount” - the product of the total unpaid balance of all Purchased
                                         Accounts multiplied by a percentage equal to the difference between 100% and the Advance
                                         Rate percentage, as provided in Schedule A.
	 	 	 
		1.37.	“Reserve
                                         Account” - a non-Deposit Account maintained by Triumph for bookkeeping purposes,
                                         intended to represent the aggregate, yet-to-be paid, portion of all Purchased Accounts.
	 	 	 
		1.38.	“Reserve
                                         Shortfall” - the amount by which the Reserve Account is less than the Required
                                         Reserve Amount.
	 	 	 
		1.39.	“Schedule
                                         of Accounts” - a form supplied by Triumph from time to time to be used by Client
                                         to identify Accounts offered for sale to Triumph under this Agreement.
	 	 	 
		1.40.	“Setup
                                         Fee” - a fee identified per Schedule A.
	 	 	 
		1.41.	“Term”
                                         - term of this Agreement, as identified in Schedule A,
	 	 	 
		1.42.	“Uniform
                                         Commercial Code” - the Uniform Commercial Code as adopted in the state of Texas.



 


2.
Sale; Purchase Price; Billing.


 


	 	2.1.	Client
shall offer for sale to Triumph, as absolute owner and with full recourse, such of Client’s Accounts as are listed from
time to time on each Schedule of Accounts. Each Schedule of Accounts shall be accompanied by Invoice Documentation supporting
the Account. Triumph may, in its Discretion, elect to purchase from Client such Accounts that Triumph determines to be Eligible
Accounts.
	 	 	 
	 	2.2.	Triumph
shall pay or otherwise make available to Client the Purchase Price of any Purchased Account, on one (1) business day of the Purchase
Date, less any amounts due to Triumph from Client, including, without limitation, any fees, expenses and Reserve Shortfall.
	 	 	 
		2.3.	At
                                         the time each Schedule of Accounts is delivered by Client to Triumph, Client will have
                                         offered for sale to Triumph the Accounts so listed and shall also offer for sale each
                                         and every other then existing or later arising Account related to an Active Account Debtor.
                                         Triumph may transmit a monthly statement to each Payor by, among other things, itemizing
                                         their account activity during the preceding billing period.
	 	 	 
		2.4.	Client
                                         shall not, without the prior written consent of Triumph in each instance, change or modify
                                         the terms of any original Invoice or any Invoice Documentation in respect to any Active
                                         Account Debtor or Purchased Account.



 




    	
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		2.5.	Subject
                                         to the terms and conditions of this Agreement, Triumph is authorized to purchase Accounts
                                         upon telephonic, facsimile or other instructions received from any officer, employee
                                         or representative of Client.



 


3.
Pees and Expenses. Client shall pay to Triumph the following items:


 


		3.1.	Factoring
                                         Fees. The Factoring Fee on the date on which a Purchased Account is purchased, as
                                         well as for subsequent periods as applicable - as provided in Schedule A.
	 	 	 
		3.2.	Finance
                                         Fees. Computed on the Balance Subject to Finance Fees on the first day of the month
                                         following the month in which it accrues, as applicable - as provided in Schedule A.
	 	 	 
		3.3.	Early
                                         Termination Fee. Applicable only in the event that Client terminates this
                                         Agreement after the end of the NoRisk Termination Period and other than at the end of
                                         the Term.
	 	 	 
		3.4.	Out-of-pocket
                                         Expenses. The out-of-pocket expenses directly incurred by Triumph in the administration
                                         of this Agreement such as wire transfer fees, electronic funds transfer fees, postage
                                         and audit fees - as provided in Schedule A.
	 	 	 
		3.5.	Field
                                         Audit Expenses. $750 per day plus travel expenses in respect to each audit, applicable
                                         only if the total Purchased Accounts exceeds $1,000,000, upon an Event of Default or
                                         as may otherwise be provided in Schedule A. Subject to the preceding sentence, Triumph
                                         may have performed but Client shall not be required to pay for more than two audits per
                                         twelve-month period.
	 	 	 
		3.6.	Other
                                         Charges. Other fees and expenses as specified in this Agreement or as may otherwise
                                         be provided in Schedule A, including, upon each occurrence, Expedited Settlement Fees.



 


4.
Reserve Account.


 


		4.1.	Triumph
                                         shall pay to Client weekly, or at such other times and frequencies mutually agreeable
                                         to the Parties, any amount by which the Reserve Account exceeds the Required Reserve
                                         Amount, subject to Triumph’s right to charge the Reserve Account with any Obligations.
                                         Triumph may pay any amounts due Client hereunder by making a credit to the Reserve Account.
                                         Additionally, Triumph may increase the Required Reserve Amount by the value of Purchased
                                         Accounts which, in its Discretion, are unlikely to be paid prior to the Repurchase Period.
	 	 	 
		4.2.	Client
                                         shall pay to Triumph, on demand, the amount of any Reserve Shortfall. If a Reserve Shortfall
                                         continues to exist for ten (10) days after notice of same is issued by Triumph, Client
                                         shall also pay either as a debit to any Purchase Price paid or payable by Triumph, or
                                         immediately upon demand, an amount equal to nine percentage points (9%) in excess of
                                         Prime Rate (but not to exceed the maximum rate of interest permitted by applicable law)
                                         and such charges will continue on the outstanding Reserve Shortfall until the Reserve
                                         Shortfall is eliminated. The imposition of such interest charges shall not be deemed
                                         to excuse a late payment or be deemed a waiver of any other rights of Triumph under this
                                         Agreement.
	 	 	 
		4.3.	Triumph
                                         may retain the Reserve Account for ninety days following termination of this Agreement
                                         or until a Complete Termination, whichever is greatest, to be applied to, inter alia,
                                         payment of any Obligations whether known or unknown to Triumph at the time of termination.



 


5.
Account Disputes. Client shall notify Triumph promptly of and, if, but only if, requested by Triumph in writing,
at Client’s sole cost and expense, will seek to settle all disputes concerning any Purchased Account, however, no final
resolution shall be made without Client having first obtained Triumph’s express written authorization. Triumph, at Client’s
sole expense, shall at all times be irrevocably authorized, but not required, to settle, compromise, or pursue collection of (collectively,
“Resolve”) any dispute pertaining to a Purchased Account upon such terms, per Triumph’s Discretion, without
otherwise seeking Client’s consent. Upon the occurrence of an Event of Default Triumph may Resolve such issues with respect
to any Account of Client.


 


6.
Repurchase of Accounts. Triumph may demand that Client Repurchase a Purchased Account by requiring payment or at
Triumph’s option, by debiting the Reserve Account of the then unpaid Face Amount of such Purchased Account together with
any unpaid fees including those described in Section 3 above, in connection with each of the following:


 


		6.1.	Any
                                         Purchased Account in respect to which (a) a Payor has indicated an inability or unwillingness
                                         to pay the Purchased Account when due or (b) remains unpaid beyond the Repurchase Period
                                         or (c) in Triumph’s Discretion a Payor qualifies as Insolvent;
	 	 	 
		6.2.	Any
                                         Purchased Account, the right to receive payment of which has been disputed by a Payor,
                                         Triumph being under no obligation to determine the bona fides of such dispute;



 




    	
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	 	6.3.	Any Purchased Account in respect to which Client has hreached any representation, warranty or covenant as set forth in the Sections
8 and 9; and
	 	 	 
		6.4.	AN
                                         Purchased Accounts upon occurrence of an Event of Default or upon the termination date
                                         of this Agreement.



 


7.
Security and Ownership Interest; Notification of Assignment.


 


		7.1.	To
                                         secure all of Client’s Obligations, Client grants to Triumph a continuing first
                                         priority Security Interest in the Collateral. Notwithstanding the creation of this Security
                                         Interest, the relationship of the parties constitutes an Account Purchase Transaction
                                         as more specifically descrihed in Section 21.
	 	 	 
		7.2.	To
                                         enable Triumph’s perfection of its unconditional and unfettered ownership interest
                                         in the Purchased Accounts, Client authorizes Triumph to file a UCC Financing Statement
                                         so noting such ownership interest.



 


8.
Representation and Warranties. Client and each principal who has executed this Agreement on Client’s behalf,
represents and warrants each of the following:


 


		8.1.	This
                                         Agreement constitutes its legal, valid and binding obligation, it is fully authorized
                                         to enter into this Agreement and to perform its Obligations hereunder and all required
                                         signatures are properly evidenced and genuine;
	 	 	 
		8.2.	Client
                                         is solvent, in good standing in the jurisdiction of its organization and able to pay
                                         its debts as they mature;
	 	 	 
	 	 	 
	 	8.3.	Client has filed all tax returns and required reports and is current on payment of all taxes, assessments, fees and other governmental
charges;
	 	 	 
		8.4.	AU
                                         financial statements and all other information which have heen furnished by Client to
                                         Triumph are true, correct and complete in all material respects, and there have been
                                         no material adverse changes in the condition (financial or otherwise) of Client since
                                         submission.



 


9.
Covenants by Client. Client and each principal who has executed this Agreement on Client’s behalf, covenants,
upon the execution of this Agreement and in each instance that a Schedule of Accounts is delivered to Triumph, each of the following:


 


		9.1.	Each
                                         Purchased Account is and will: (a) remain a bona fide existing obligation created hy
                                         the full and complete rendition of services or sale and delivery of goods in the ordinary
                                         course of Client’s business; (b) remain unconditionally owed and will be paid to
                                         Triumph in full without any assertion of a defense, dispute, offset, counterclaim, or
                                         right of return or cancellation, other than Accounts owed by an Account Debtor which
                                         becomes subject to any bankruptcy or state debtor relief proceeding; and (c) not constitute
                                         a sale to any entity that is Affiliated with Client or in any way not an “arm’s
                                         length” transaction.
	 	 	 
		9.2.	Client
                                         shall not create, incur, assume or permit to exist any Security Interest, lien or any
                                         form of adverse ownership interest or claim upon or with respect to any of the Purchased
                                         Accounts or Collateral in which Triumph now or hereafter holds an ownership interest
                                         or a Security Interest.
	 	 	 
	 	9.3.
	Before sending any Invoice to an Account Debtor, Client shall notate on same the form of notice of assignment as may be required
by Triumph and/or otherwise notify any Payor of such assignment of Triumph’s right to receive payment.
	 	 	 
		9.4.	Client
                                         shall not solicit from any Account Debtor any form of payment in respect to a Purchased
                                         Account or any Account offered for sale to Triumph. Should Client receive payment of
                                         all or any portion of any Purchased Account, Client shall immediately notify Triumph
                                         of receipt of the payment, hold said payment in express trust for Triumph separate and
                                         apart from Client’s own property and funds, and by no later than the next banking
                                         day following the date of receipt, deliver said payment to Triumph in the identical form
                                         in which received. Any claim or cause of action that Client may have against Triumph,
                                         whether predicated on this Agreement or otherwise, shall not constitute a defense or
                                         any form of excuse of non-pcrformance to the enforcement by Triumph in law or in equity
                                         of the provisions contained in this section applicable to Client’s duty to hold
                                         in trust and turn over all proceeds of Purchased Accounts to Triumph. The Client’s
                                         duties and Obligations contained in this section shall at all times be deemed independent
                                         covenants such that Client’s duty to honor the provisions of this section may at
                                         no time be excused due to, inter alia, any breach that Client may assert against Triumph.
	 	 	 
		9.5.	Client
                                         shall provide Triumph, within two (2) business days, with written Notice of: (a) any
                                         billing dispute including, but not limited to, any challenge by a Payor as to invoiced
                                         amount, damage to shipped cargo, returns or allowances or claim for loss or (b) actual
                                         or imminent bankruptcy, insolvency, or materia] impairment of the financial condition
                                         of any Active Account Debtor.
	 	 	 
		9.6.	Client
                                         shall not, without the prior written consent of Triumph, in each instance: (a) grant
                                         any extension of time for payment or otherwise modify the terms of any of its Accounts,
                                         (b) compromise or settle any of its Accounts for less than
the full amount thereof, (c) release in whole or in part any Payor, or (d) grant any credits, discounts, allowances, deductions,
return authorizations or the like with respect to any of the Accounts.






 




    	
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		9.7.	Client
                                         shall timely pay all payroll and other taxes, and shall provide proof thereof to Triumph
                                         in such form as Triumph shall reasonably require.
	 	 	 
		9.8.	Client
                                         shall maintain insurance at all times on all insurable property owned or leased by Client
                                         in such manner, to the extent and against at least such risks (in any event, including
                                         but not limited to fire and business interruption insurance) as usually maintained by
                                         owners of similar businesses and properties in similar geographic areas. All such insurance
                                         shall be in such form and written by such companies acceptable to Purchaser.
	 	 	 
		9.9.	Client,
                                         its employees and agents shall comply with all applicable laws and regulations in connection
                                         with its business activities including, without limitation, the maintaining in good standing
                                         of all required business permits, licenses, authorities and registrations and, in addition,
                                         shall not take any action which may lead to penal liability due to fraud, embezzlement,
                                         bribery or other corruption crimes.
	 	 	 
		9.10.	Client
                                         shall not, outside Client’s ordinary course of business, sell, transfer or assign
                                         any of Client’s assets without the prior written consent of Purchaser and Client
                                         will notify Purchaser, in writing, of any existing or newly created business, if owned
                                         in whole or part by Client or Client’s principals and sucb company is in any way
                                         related to or associated with the type of business conducted by Client.
	 	 	 
		9.11.	From
                                         time to time as requested by Purchaser, Purchaser or its designee shall have access,
                                         during reasonable business hours if prior to an Event of Default and at any time if on
                                         or after an Event of Default, to all premises where Collateral is located for the purposes
                                         of inspecting (and removing, if after the occurrence of an Event of Default) any of the
                                         Collateral, including Client’s books and records and Client shall permit Purchaser
                                         or its designees to make copies or extracts therefrom. Client hereby irrevocably authorizes
                                         and shall direct each of its accountants and third parties to disclose and deliver to
                                         Purchaser, at Purchaser’s request and at Client’s expense, all financial
                                         information, books and records, work papers, management reports and other information
                                         in their possession relating to Client.
	 	 	 
		9.12.	Client
                                         acknowledges that the duty to accurately complete each Schedule of Accounts is fundamental
                                         to this Agreement and as such the duty to accurately complete each Schedule of Account
                                         shall at all times remain nondelegable such that each of Client’s principal(s)
                                         acknowledge that he/she shall remain fully responsible for the accuracy of each Schedule
                                         of Accounts delivered to Purchaser regardless of who may otherwise be delegated the responsibility
                                         to prepare, complete or submit each such Schedule of Accounts.
	 	 	 
		9.13.	Client
                                         will provide, upon request, agings of accounts receivable and payables, as well as financial
                                         statements prepared in accordance with generally accepted accounting principles, including
                                         income statement and balance sheet, applicable only if the total Purchased Accounts exceeds
                                         $1,000,000, upon an Event of Default or as may be requested by Triumph.



 


10.
Default.


 


		10.1.	Events
                                         of Default. The following will constitute an Event of Default hereunder: (a) Client’s
                                         failure to pay any Obligation or perform any provision under this Agreement or any other
                                         agreement now or hereafter entered into with Triumph; (b) any covenant, warranty or representation
                                         contained under this Agreement proves to be false in any way, howsoever minor, (e) Client
                                         or any guarantor of the Obligations becomes subject to any bankruptcy, state debtor-relief
                                         proceeding such as an assignment for the benefit of creditors or becomes subject to the
                                         appointment of any receivership, (d) any guarantor fails to perforin or observe any of
                                         such guarantor’s duties or obligations to Triumph or shall notify Triumph of its
                                         intention to rescind, modify, terminate or revoke any guaranty of the Obligations, or
                                         any such guaranty shall cease to be in full force and effect for any reason whatever,
                                         (e) Client fails to offer for sale to Triumph an Eligible Account for a period of thirty
                                         (30) days from the date the last Eligible Account was offered for sale by Client; and
                                         (f) Triumph, in good faith, deems itself insecure with respect to the prospect of repayment
                                         or performance of the Obligations or any other required performance under this Agreement.
	 	 	 
		10.2.	Effect
                                         of Default Upon the occurrence of any Event of Default, in addition to any rights
                                         Triumph has under this Agreement or applicable law, Triumph may, without notice, immediately
                                         terminate this Agreement and/or declare all Obligations immediately due and payable and
                                         all fees shall accrue and be payable at the Default Fees rate.



 




    	
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11.
Authorization to Triumph. Client authorizes Triumph and irrevocably grants power of attorney to Triumph to exercise
each and any of the following powers until all of Obligations have been paid in full and a Complete Termination has been performed:


 


	 	11.1.	At All Times: (a) Receive, take, endorse, assign,
deliver, accept and deposit, in the name of Triumph or Client, any and all Proceeds of any Collateral securing the Obligations
or the Proceeds thereof; (b) Take or bring, in the name of Triumph or Client, all steps, actions, suits or proceedings deemed
by Triumph necessary or desirable to effect collection of or other realization upon Triumph’s Accounts; (c) File any claim
in connection with any bond or any trust fund; (d) Pay any sums Triumph, in its sole and exclusive discretion, deems necessary
including the discharge of any Security Interest, lien or encumbrance which may be senior to Triumph’s Security Interest
in any assets of Client, which sums shall thereafter be included as Obligations hereunder; (c) File and enforce in the name of
Client or Triumph, or both, a mechanics or any other form of lien or related notices, or claims under any payment bond, in connection
with goods or services sold by Client; (f) Notify any Payor obligated with respect to any Account, that, inter a/ia, the
Account has been assigned to Triumph by Client and that payment thereof is to be made to the order of and directly and solely
to Triumph; (g) Communicate directly with Client’s Payors, regardless of whether any actual Obligation is due at the time
of such communication, to verify the amount and validity of any Account created by Client; (h) Accept, endorse and deposit any
checks tendered by an Account Debtor “in full payment” of its obligation to Client and Client shall not assert against
Triumph any claim arising therefrom, irrespective of whether such action by Triumph effects an accord and satisfaction of Client’s
claims, under §3-311 of the Uniform Commercial Code, or otherwise; (i) File, amend and correct any addresses with the proper
federal, state and local authorities and (j) Affix an electronic version of the signature of Client to any notification of assignment
or other communication sent by Triumph to an Account Debtor, the Internal Revenue Service or other governmental or regulatory
agency.




 


		11.2.	Upon
                                         an Event of Default; (a) Change the address for delivery of mail to Client and to
                                         receive and open mail addressed to Client; (b) Extend the time of payment, compromise
                                         or settle for cash, credit, return of merchandise or otherwise, and upon any terms or
                                         conditions, any and all Accounts and discharge or release any Payor (including filing
                                         of any public record releasing any lien granted to Client by such Account Debtor), without
                                         affecting any of the Obligations; (c) Initiate electronic debit or credit entries through
                                         the ACPI system to any deposit account maintained by Client; (d) Without expense to Triumph,
                                         use any of Client’s personnel, equipment, including computer equipment, programs,
                                         printed output and computer media, supplies and premises for the collection of Accounts
                                         and realization on other Collateral as Triumph, in its sole discretion, deems appropriate
                                         and (e) Implement Default Fees. In the event, due to an Event of Default, Triumph deems
                                         it necessary to seek equitable relief, including, but not limited to, injunctive or receivership
                                         remedies, Client waives any requirement that Triumph post or otherwise obtain or procure
                                         any bond. Alternatively, in the event Triumph, in its sole and exclusive discretion,
                                         desires to procure and post a bond, such bond may be limited to the sum of $10,000.00
                                         notwithstanding any common or statutory law requirement to the contrary, and Triumph
                                         shall nonetheless be entitled to all legal benefits as if such bond was posted in an
                                         amount as may otherwise be required by law.



 


		11.3.	Financing
                                         Statements; File any initial Financing Statement and amendments thereto that: (a)
                                         Indicates the Collateral as “all assets” or words of similar effect, regardless
                                         of whether any particular asset comprised in the Collateral falls within the scope of
                                         Article 9 of the Uniform Commercial Code, or as being of an equal or lesser scope or
                                         with greater detail; (b) Contain any other information required by part 5 of Article
                                         9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any
                                         Financing Statement or amendment, including whether the Client is an organization, the
                                         type of organization, and any organization identification number issued to the Client;
                                         (c) Contain a notification that Client has granted a negative pledge to Triumph, and
                                         that any subsequent lienor may be tortiously interfering with Triumph’s rights;
                                         (d) Advise third parties that any notification of Client’s Account Debtors will
                                         interfere with Triumph’s collection rights and (e) File any Information Statement
                                         under Section 9-518 of the Uniform Commercial Code that Triumph reasonably deems necessary
                                         to cure any inaccuracy or otherwise preserve its rights hereunder.



 


12. Termination;
Effective Date.


 


	 	12.1.	Term. This
    Agreement will be effective on the date it is executed and accepted by Triumph (“Effective Date”) and unless duly
    terminated shall continue for successive Terms from the later of the Effective Date or the date of any executed modification,
    unless Client shall provide at least thirty (30) days, prior written notice to Triumph of its intention not to automatically
    renew. Upon receipt of such notice, this Agreement will terminate on the last dale of the current Term or, if prior to that
    date, on the specified “Early Termination Date.” Triumph may terminate this Agreement at any time by giving Client
    thirty (30) days prior written notice of termination, or at any time without notice upon the occurrence of any Event of Default.




 


		12.2.	No
                                         Lien Termination without Release. In recognition of Triumph’s right to have
                                         a Complete Termination, notwithstanding payment in full of all Obligations by Client,
                                         Triumph shall not be required to record any terminations of any Financing Statement or
                                         satisfactions of any of Triumph’s ownership rights or Security Interest in the
                                         Collateral unless and until Complete Termination has occurred. Client understands that
                                         this provision constitutes a waiver of its rights under §9-513 of the Uniform Commercial
                                         Code.



 




    	
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13.
Account Stated. Triumph may provide Client, electronically through a website or otherwise, with information on the
Purchased Accounts and a monthly reconciliation of the factoring relationship relating to billing, collection and Account maintenance
such as aging, posting, error resolution and mailing of statements or make such information available. All of the foregoing shall
be in a format and in such detail, as Triumph, in its sole discretion, deems appropriate. Triumph’s books and records or
electronically stored information shall be admissible in evidence without objection as to authenticity, hearsay or otherwise and
shall be admissible as priina facie evidence of the status of the Purchased Accounts and non-Purchased Accounts and Reserve Account
between Triumph and Client. Each statement, report, or accounting rendered or issued by Triumph to Client and all electronically
stored information shall be deemed conclusively accurate and binding on Client unless within fifteen (15) days after the date
of issuance or, in the case of electronically stored information, the first of each month, Client notifies Triumph to the contrary
by registered or certified mail, setting forth with specificity the reasons why Client believes such statement, report, or accounting
or electronically stored information is inaccurate, as well as what Client believes to he correct. Client’s failure to receive
any monthly statement or access the electronically stored information shall not relieve it of the responsibility to request such
information and Client’s failure to do so shall nonetheless bind Client to whatever Triumph’s records or electronically
stored information report.


 


14. Indemnification. Client agrees to indemnify Triumph against and save
Triumph harmless from any and all manner of suits, claims, liabilities, demands and expenses, whether directly or indirectly,
resulting from or arising out of this Agreement including the transactions or relationships contemplated hereby and the
enforcement of this Agreement, and any failure by Client to perform or observe its duties under this Agreement, In no event
will Triumph be liable to Client for any lost profits or any form of consequential, incidental or special damages resulting
from or arising out of or in connection with this Agreement, the transactions or relationships contemplated hereby or
Triumph’s performance or failure to perform hereunder, even if Triumph has heen advised of the possibility of such
damages.


 


15.
Exposed Payments. Upon termination of this Agreement and in addition to any other Obligations owing, Client shall
pay to Triumph (or Triumph may retain in a non-segregated non-interest bearing account) an amount equal to the total of all Exposed
Payments (the “Preference Reserve”). Triumph may charge the Preference Reserve with the amount of each Exposed Payment
that Triumph pays to any bankruptcy estate of a Payor that made the Exposed Payment on account of a claim asserted under the Bankruptcy
Code. Triumph shall, from time to time, refund to Client that portion of the Preference Reserve for which a claim under the Bankruptcy
Code can no longer be asserted due to the passage of the statute of limitations, settlement with the bankruptcy estate of the
Payor or otherwise.


 


16.
Successor Entity. In the event, during the Term of this Agreement or while Client remains liable to Triumph for
any Obligations under this Agreement, Client’s principal(s), officer(s) or director(s) directly or in conjunction with any
other person, causes to he formed a new entity or otherwise become associated with any newly formed or existing entity that provides
Goods or services similar to those of Client, whether corporate, partnership, limited liability company or otherwise, such entity
shall be deemed to have expressly assumed the Obligations Client owes Triumph under this Agreement, With respect to each such
entity, Triumph shall be deemed to have been granted an irrevocable power of attorney with authority to file a new UCC-1 Financing
Statement naming such newly formed or existing entity as Debtor, and to have it filed with any and all appropriate secretaries
of state or other UCC filing offices. Triumph shall be held harmless by Client and its principals, officers or directors and be
relieved of any liability as a result of Triumph’s filing of any such Financing Statement or the resulting perfection of
its ownership or Security Interests in such entity’s assets. In addition, Triumph shall have the right to notify such entity’s
Account Debtors of Triumph’s rights, including without limitation, Triumph’s right to collect all Accounts, and to
notify any creditor of such entity that Triumph has rights in such entity’s assets.


 


17.
Attorneys’ Fees; Expenses. Client agrees to reimburse Triumph, on demand, for the actual amount of all costs
and expenses, including attorneys’ fees, which Triumph may incur in: (a) enforcing this Agreement and any documents prepared
in connection herewith, (b) protecting, preserving or enforcing any lien, Security Interest or other right granted by Client to
Triumph or arising under applicable law, whether or not suit is brought, or defending Triumph’s ownership rights in the
Purchased Accounts or its Security Interest rights and/or priority in the Collateral; (c) the defense of any Avoidance Claims;
or (d) connection with any federal or state insolvency proceeding commenced hy or against Client, including, but not limited to,
any subpoena or other legal process in any way relating to Client, including those arising out of the automatic stay, seeking
dismissal or conversion of a bankruptcy proceeding, opposing confirmation of Client’s plan there under. This provision shall
survive termination of this Agreement. Notwithstanding the existence of any law, statute (including, but not limited to Tx. Civ,
Prac. & Remedies Code Chapter 38) rule or otherwise, in any jurisdiction which may provide Client with a right to attorney’s
fees or costs, Client hereby waives any and all rights to seek such attorney’s fees or costs and Client agrees that Triumph
exclusively shall be entitled to indemnification and recovery of any and all attorney’s fees or costs in respect to any
litigation based hereon, arising out of, or related hereto, whether under, or in connection with, this and/or any agreement executed
in conjunction herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either
Party so long as Triumph prevails in any respect and without having to segregate or identify the specific claims for which such
fees were incurred.


 




    	
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18.
Entire Agreement. Client acknowledges each of the following: (a) that no promise of any kind has been made by Triumph
or any third party on behalf of Triumph to induce Client to execute this Agreement except to the extent expressly contained herein;
(b) that this Agreement, and any other agreement executed in connection herewith, is the product of joint negotiations such that
no portion of this Agreement shall be construed against or in favor of either Party; (c) no course of dealing, course of performance
or trade usage, and no parole evidence of any nature, may be used to supplement, alter or modify any terms of this Agreement,
and unless otherwise expressly stated in any other agreement between the Parties, if a conflict exists between the provisions
of this Agreement and such other agreement, the provisions of this Agreement shall control. Parties acknowledge that there is
no provision or subject matter in respect to this Agreement that either believes was negotiated, intended to be included herein
but has been omitted and each agree that by executing this Agreement, the Parties each waive any right subsequent to the execution
of this Agreement to seek reformation in any form.


 


19.
Amendment and Waiver.


 


		19.1.	Only
                                         a writing signed by all parties hereto may amend this Agreement except that if Triumph
                                         implements any procedural change in respect to which it delivers services or requires
                                         any changes to any form required by Triumph in connection with the performance of this
                                         Agreement, Triumph shall be entitled to electronically notify Client of the proposed
                                         change to be implemented and may effectuate the implementation without further consent
                                         by Client after Client is first given thirty (30) days notice of such proposed change.
                                         No failure or delay in exercising any right hereunder shall impair any such right that
                                         Triumph may have, nor shall any waiver by Triumph hereunder be deemed a waiver of any
                                         default or breach subsequently occurring. Triumph’s rights and remedies herein
                                         are cumulative and not exclusive of each other or of any rights or remedies that Triumph
                                         would otherwise have.



 


		19.2.	Client
                                         acknowledges that neither Triumph’s determination that an Account qualifies as
                                         an Eligible Account nor any issuance or determination of the credit worthiness of an
                                         Account Debtor shall not excuse or otherwise limit in any way Client’s obligations
                                         or otherwise entitle Client to assert against Triumph any form of recoupment, set-off,
                                         or any other form of claim, whether based on tort, statute, common law, or otherwise,
                                         in the event that an Account Debtor fails to pay. Client and Triumph acknowledge that
                                         any credit-worthiness determination made by Triumph shall at all times be solely for
                                         the purpose of and designed to establish the amount of Purchase Price payments that Triumph
                                         may elect to make available to Client and any underwriting in connection therewith shall
                                         at no time be necessarily based upon any industry standard or subject to any standard
                                         of care. Client and Triumph acknowledge that they do not intend this section to be subject
                                         to modification or otherwise affected in any way by any form of an implied covenant or
                                         warranty, usage of trade, course of performance and/or course of dealing.



 


		19.3.	Any
                                         claim or cause of action that Client may have or seek to assert against Triumph, whether
                                         predicated on this Agreement or otherwise, shall neither constitute a defense nor serve
                                         as any basis to excuse non-performance of Client’s duty to hold in trust and turn
                                         over all Proceeds of Purchased Accounts to Triumph. The Client’s duties and obligations
                                         contained herein shall at all times be deemed independent covenants such that Client’s
                                         duty to honor the provisions of this section may at no time be excused or otherwise adversely
                                         affected due to, inter alia, any breach that Client may assert against Triumph.



 


		19.4.	Client
                                         acknowledges that neither the relationship created by this Agreement nor any subsequent
                                         services that Triumph may offer to Client shall entitle Client to assert any form of
                                         tort claim, whether in the form of negligence or otherwise, against Triumph and whether
                                         supported by statute, common law, or otherwise. Client and Triumph acknowledge that unless
                                         the terms of this Agreement create an express duty, the Parties do not intend for any
                                         duty to be implied or deemed included within this Agreement except that to the extent
                                         that an implied covenant of good faith may exist and in respect thereto, both Triumph
                                         and Client agree that in respect thereto, such duty, for the purpose of this Agreement,
                                         shall be limited so that neither party shall take any action to prevent the other party
                                         from performing under this Agreement.



 


20. Severability. In
the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in
any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the
remaining provisions contained herein shall not in any way be affected or impaired.


 


21.
Choice of Law; Account Purchase Transaction. This Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the
internal substantive laws of the State of Texas without application of any choice of law doctrine. Client confirms and
acknowledges that it does business as a commercial enterprise and that this Agreement is intended to be an “account
purchase transaction,” as defined by Texas Finance Code §306.001(1) and pursuant to Texas Finance Code 306.103, it
is conclusively established that no amount charged under this Agreement shall constitute interest. Client further
acknowledges that in accordance with 9-318 of the UCC, Client will not retain any legal or equitable interest in any
Purchased Account sold under this Agreement.


 




    	
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22.
Venue; Jurisdiction; Service. Any suit, action or proceeding arising hereunder, or the interpretation, performance
or breach hereof, shall, if Triumph so elects, be instituted in any court sitting in Dallas County, Texas or, if none, any court
located in the State of Texas nearest the location of Triumph (the “Acceptable Forums’’). Client agrees that
the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections
to jurisdiction or venue. Should such proceeding be initiated by Client in any forum other than the Acceptable Forums, Client
waives any right to oppose any motion or application made by Triumph to transfer such proceeding to an Acceptable Forum. Client
agrees that Triumph may effect service of process upon Client by regular mail at the address set forth herein or at such other
address as may be reflected in the records of Triumph, or by service upon Client’s agent for the service of process. For
the purposes of computing Client’s deadline within which to serve a response to any petition or complaint under any applicable
statute or rules of court, the period of time shall, if served by regular mail, commence three (3) days after the delivery of
the complaint or petition as to any post office or mail drop; one (1) day after Client’s signed receipt or first refusal
to accept any certified mail and two (2) days after Triumph’s delivery of the petition or complaint to any overnight carrier.


 


23.
Jury Trial Waiver.
The PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OE ANY CLAIM, DEMAND, ACTION OR
CAUSE OE ACTION ARISING UNDER OR IN ANY WAY RELATED OR INCIDENTAL TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.


 


24.
Assignment. Triumph may, without notice, assign its rights and delegate its duties hereunder. Upon such
assignment or delegation, Client shall be deemed to have attorned to such assignee and shall owe the same duties and
obligations to such assignee and shall accept performance hereunder by such assignee as if such assignee were Triumph. Client
may not, without Triumph’s express written consent, delegate any of its duties under this Agreement to any other
Person.


 


25.
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of
this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any
party delivering such an executed counterpart shall thereafter also promptly deliver a manually executed counterpart,
provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or
binding effect of this Agreement.


 


26.
Notice. All notices required to be given to any Party shall be deemed given upon the first to occur of (a) deposit
thereof in a receptacle under the control of the U.S. Postal Service, (b) transmittal by electronic means to a receiver under
the control of such Party, or (c) actual receipt by such Party or its employee or agent (in the case of Triumph, actual receipt
by a responsible officer of Triumph). For the purposes hereof, notices hereunder shall be sent to the following addresses, or
to such other addresses as each such Party may in writing hereafter indicate.


 


	 	 	Client
    	 	Triumph
    Business Capital
	 	Address:	2233
    Wisconsin Ave NW, Ste. 400	 	701
    Canyon Drive, Suite 100
	 	 	Washington,
DC 20007	 	Coppell,
    Texas 75019
	 	Officer:	Naveen
    Doki	 	George
    Thorson
	 	Fax
Number:	(202) 965-6171	 	(214)513-9611
	 	Email:	dokinav@yahoo.com	 	gthorson@triuinphbcap.com


 




    	
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This
Schedule A, as referenced in that Factoring and Security Agreement dated November 4, 2016 by and between Advance Business Capital
LLC d/b/a Triumph Business Capital (“Triumph”) and THE MASLOW MEDIA GROUP, INC. (“Client”), shall
govern in respect to the following Terms:


 


	Maximum
    Advance	$4,000,000
	Term	One
    (1) Year with Annual Renewals
	Advance
    Rate	90%
    of Eligible Accounts
	Repurchase
    Period	120
    days
	Finance
    Rate	Prime
    Rate plus3.5%
	Factoring
    Fee	0.5%
	Setup
    Fee	$300
	Wire
    Transfer Fee	$18
	Electronic
    Fund Transfer (ACH)	$3
	Special
    Considerations	N/A


 






    	
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