AMENDED AND RESTATED SECURED NOTE

“Affiliate” means as to any Person, any other Person that, directly or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote ten (10%) percent or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Asset Sale Notice" means a written notice given by the Borrower to the Lender of Borrower's intention to sell any or all of its assets including all terms and conditions of such sale (including without limitation, copies of any proposed agreements relating to such sale) with all net proceeds being delivered to the Lender and American Financial (as defined below).

"Asset Sale Right of First Refusal" means the Lender's right of first refusal to purchase all of the assets that are the subject of an Asset Sale Notice pursuant to the delivery of a Purchase Notice within fifteen (15) Business Days of the Lender's receipt of a complete Asset Sale Notice so long as such purchase of assets is consummated by the Lender or its Affiliate within fifteen (15) Business Days of the receipt by the Borrower of the Purchase Notice. In no event shall the exercise by the Lender of an Asset Sale Right of First Refusal be deemed to be the acceptance of any Collateral by the Lender in full or partial satisfaction of the Loan.

“Borrower” has the meaning set forth in the introductory paragraph.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close.

“Capital Lease” means any lease of personal property, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP.

“Capital Lease Obligations” means the obligations of lessee relating to a Capital Lease determined in accordance with GAAP.

“Collateral” means all assets and property of the Borrower now owned or at any time hereafter acquired or in which the Borrower now has or at any time in the future may acquire any right, title or interests, wherever located, including, but not limited to:

“Copyright” means all domestic and foreign copyrights, whether registered or not or the subject of a pending application, owned by the Borrower, all applications, registrations and recordings thereof, and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

“Default” means any of the events specified in Section 9 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 9 would, unless cured or waived, become an Event of Default.

“Default Rate” means, at any time, the lesser of 18% per annum or the highest rate permitted by Law.

“Event of Default” has the meaning set forth in Section 9.

“Financing” means a loan by Lender (or its Affiliates), in its sole discretion, of up to the maximum amount permitted under Section 4.11 of that certain Securities Purchase Agreement dated as of July 15, 2015 between the Borrower and purchasers party thereto, but not less than $4,000,000 which shall (i) be fully secured by all of the assets of the Borrower, (ii) mature three (3) years from the closing date of such loan, subject to acceleration upon an event of default, (iii) bear interest at the rate of 14% per annum but allowing for PIK payment of interest of 4% per annum thereof, payable annually, (iv) be pari passu in payment and all other rights with this Note and the American Financial Notes (as defined below) and (v) may also contain, among other customary terms and conditions, leverage, fixed charge coverage and minimum liquidity covenants.

“GAAP” means generally accepted accounting principles in effect in the United States of America applied on a consistent basis.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

“Indemnified Person” has the meaning set forth in Section 11.1.

“Intellectual Property” means all intangible assets, intellectual property, Copyrights, Trademarks, and Patents.

“Interest Rate” has the meaning set forth in the introductory paragraph.

“Interest Payment Date” means June 30, 2017.

“Law” as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“Lender” has the meaning set forth in the introductory paragraph.

“Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge or other security interest.

“Loan” means the principal amount outstanding under this Note together with accrued interest thereon.

“Maturity Date” means the earlier of (a) December 22, 2017, and (b) the date on which all amounts under this Note shall become due and payable.

“Note” has the meaning set forth in the introductory paragraph.

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than ten (10) Business Days prior to the delivery thereof, certificate of incorporation, bylaws, or similar governing agreement with all current amendments or modifications thereto.

“Parties” means the Lender and the Borrower.

“Patents” means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, and other general intangibles of like nature, whether now existing or hereafter acquired, all applications, registrations and recordings thereof, and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof, in each case, to the extent owned by the Borrower.

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

“Permitted Liens” means (i) the security interest granted to the Lender pursuant to this Note, (ii) liens of lessors, lessees, sublessors, sublessees, licensors or licensees arising under real estate lease or license arrangements entered into in the ordinary course of business of the Borrower, (iii) inchoate mechanics and similar liens for labor, materials or supplies, (iv) rights existing under Capital Lease Obligations of Six Hundred Thirty Two Thousand Two Dollars ($632,002) as of March 31, 2017, (v) liens under Capital Lease Obligations to the extent permitted under Section 8.2(c) hereof, provided, that (1) any such lien attaches to such property concurrently with the acquisition thereof and (2) such lien attaches solely to the property so acquired in such transaction, (vi) liens pursuant to the (a) Secured Note dated June 27, 2017 between the Borrower and Great American Life Insurance Company ("GALIC") and (b) Secured Note dated June 27, 2017 between the Borrower and Great American Insurance Company ("GAIC"; GAIC and GALIC collectively "American Financial") and (vii) liens pursuant to the Financing. The Secured Notes in favor of

“Permitted Indebtedness” means indebtedness of the Borrower or its subsidiaries incurred on or after the date of this Note consisting of (i) subject to Section 6 hereof, Capital Leases with a Person that is not an Affiliate of the Borrower on an arm's length basis, provided, that the total amount of such indebtedness shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate on terms no more expensive than the terms of this Note, (ii) subject to Section 6 hereof, to the extent the Borrower is subject to a legal suit, action or proceeding against the Borrower related to or arising out of proposed transactions by the Lender and/or its Affiliates (other than this Note) with the Borrower and/or its Affiliates or stockholders, up to One Million Dollars ($1,000,000) in the aggregate, unsecured, with a Person that is not an Affiliate of the Borrower on an arm's length basis, on terms no more expensive than the terms of this Note, (iii) the debt evidenced by the American Financial Notes, and (iv) the Financing.

“PIK Interest” means four percent (4%) per annum of the fourteen percent (14%) per annum constituting the Interest Rate.

"Purchase Notice" means a written notice given by the Lender or its Affiliate to the Borrower of Lender's exercise of its Asset Sale Right of First Refusal.

“Trademarks” means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature, which are the subject of a pending application, or now or hereafter owned, by the Borrower, all applications, registrations and recordings thereof, and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized thereby.

Interest Rate. Except as otherwise provided herein, the outstanding amount of the Loan shall bear interest at the Interest Rate from the date it was disbursed until the Loan is paid in full, whether at maturity, upon acceleration, or otherwise.

Interest Payment. Interest shall be due and payable as set forth in Section 3.3 on the Interest Payment Date and the balance on the Maturity Date and, in the case of the Maturity Date, including all PIK Interest not added to the principal amount of the Loan. All interest that may accrue after the Maturity Date shall be payable on demand.

PIK Interest. PIK Interest shall be payable on the Interest Payment Date in kind by increasing the outstanding principal amount of the Loan by the amount of the PIK Interest on the Interest Payment Date. Any interest so added to the principal amount of the Loan shall bear interest at the Interest Rate from the date on which such interest has been so added. The obligation of the Borrower to pay PIK Interest shall be automatically evidenced by this Note. Unless the context otherwise requires, for all purposes hereof, references to "principal amount" of the Loan, "principal amount" outstanding under this Note, "principal amount" of this Note or "principal" refers to the face amount of the Loan and includes any PIK Interest added to the principal amount of the Loan from the date on which such interest has been so added.

Default Interest. If any amount payable hereunder (including, without limitation, interest and principal) is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.

Computation of Interest. All computations of interest shall be made on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on the date hereof, and shall not accrue on the day on which the Loan is paid.

Interest Rate Limitation. In no event whatsoever shall the amount of interest charged, taken or received hereunder exceed the maximum amount permitted by Law. If at any time and for any reason whatsoever, the interest rate payable under this Note shall exceed the maximum rate of interest permitted to be charged by the Lender to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law, and that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable Law shall be deemed a voluntary prepayment of principal.

Final Payment Date. The aggregate of the unpaid principal, all accrued and unpaid interest, and all other amounts payable, but unpaid, under this Note shall be due and payable on the Maturity Date.

Prepayment. Unless and until the Financing is consummated and/or in connection with the consummation of the Financing, this Note may be voluntarily prepaid by the Borrower in whole or in part at any time without penalty. If and after the Financing is consummated, this Note may not be voluntarily prepaid by the Borrower in whole or in part at any time.

Manner of Payments. Subject to Section 3.3, all payments of interest and principal shall be made in lawful money of the United States of America on the date on which such payment is due by cashier’s check or wire transfer of immediately available funds to the Lender's account at a bank specified by the Lender in writing to the Borrower from time to time.

Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued but unpaid interest, and third to the payment of the principal amount outstanding under this Note.

Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Borrower’s obligation to make such payment shall be reinstated as though such payment had not been made.

Failure to Pay. The Borrower fails to pay any principal amount of or interest on the Loan when due.

Breach of Covenants. Except for matters addressed in Sections 9.1, 9.3, 9.4, 9.5, 9.6 or 9.7 hereof, the Borrower fails to observe or perform any covenant, condition or agreement contained in this Note, or any other agreement with Lender, and such failure continues for thirty (30) days after the Lender provides written notice to the Borrower of such failure.

Bankruptcy. The Borrower files a petition in bankruptcy or under any similar insolvency Law, makes of an assignment for the benefit of creditors, if any petition in bankruptcy or under any similar insolvency Law is filed against the Borrower and such petition is not dismissed within thirty (30) days after the filing thereof, or the Borrower is generally not, or shall be unable to, or admits in writing its inability to, pay its debts as they become due.

Judgments. One or more judgments, orders, decisions or decrees shall be entered against the Borrower and all of such judgments, orders, decisions or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof.

Cross-Default. Any default, breach or violation of any material obligation of the Borrower’s Chief Executive Officer to the Borrower, any default, breach or violation of any obligation of the Borrower under the Financing or otherwise to the Lender, or any "Event of Default" as provided in the American Financial Notes.

Financial Covenants and Restrictive Covenants. The Borrower fails to observe or perform any covenant, condition or agreement set forth on Schedule 9.6 hereto or in Section 8.2 hereof.

FCC Licenses. Either (a) the termination, suspension, cancellation or nonrenewal of any of Borrower's FCC Licenses or the imposition of any penalty or fine by any Governmental Authority other than those terminations and fine anticipated from the FCC, and disclosed in writing to the Lender, prior to the June Disbursement or (b) the FCC consent decree, agreement or order contemplated as of the June Disbursement with regard to the Borrower, and related change of

Insurance. With respect to item 2 on Schedule 9 hereto, the Borrower fails to use its best efforts to obtain business interruption insurance and property insurance with responsible and reputable insurance companies on or prior to September 30, 2017.

Taxes. With respect to items 1,3,7 and 9 on Schedule 9 hereto, the Borrower fails to use its best efforts to determine, assess, address, qualify and pay past due taxes, penalties and assessments and file tax returns on or prior to October 31, 2017.

Notices.

Governing Law. This Note and any claim, controversy, dispute or cause of action based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the Laws of the State of New York, without regard to conflicts of law principles which would cause the application of the Laws of any other jurisdiction other than the State of New York.

Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Note may be brought in the state and federal courts located in the State of New York, County of New York, Borough of Manhattan and (ii) submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment. Nothing in this Section 12.3 shall affect the right of the Lender to (i) commence legal proceedings or otherwise sue the Borrower in any other court having jurisdiction over the Borrower or (ii) serve process upon the Borrower in any manner authorized by the Laws of any such jurisdiction.

Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 12.3 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

Counterparts; Integration; Effectiveness. This Note and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single instrument. This Note constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note.

Costs. The Borrower agrees to pay to the Lender the costs and expenses incurred by the Lender, including legal fees, in connection with (a) preparation, negotiation, and execution of this Note and any other documents executed in connection herewith, (b) the transactions contemplated by this Note, including, but not limited to amendments to this Note, and any other document executed in connection herewith, (c) monitoring Lender's rights with respect to the obligations under this Note and, if applicable, Lender's investment in the Borrower, (d) enforcement or collection of this Note or any rights hereunder, in each case, including reasonable attorneys’ fees, expenses, and court costs through all appellate proceedings and (e) all other transactions, including financing and the tender offer, contemplated by that certain Confidential Non-Binding Term Sheet dated November 15, 2016 regardless of whether all or any part of said term sheet has expired or been terminated. Notwithstanding the foregoing, if FCC Approval (as defined in the Securities Purchase Agreement (the "SPA") dated as of June 27, 2017 among an affiliate of the Lender and the signatories party thereto), is obtained and the Purchaser (as defined in the SPA) fails to consummate the transactions contemplated by the SPA, which will result in affiliates of the Lender owning greater than 50% of the outstanding shares of the Borrower following the consummation of the transactions contemplated by the SPA, other than because of a material adverse effect on the business, properties, assets, financial (and other) condition or results, of operations of the Borrower or due to the failure of a Seller (as defined in the SPA) to perform his, her or its obligations under the SPA, then the Borrower and the Lender shall each be responsible for 50% of the amounts due under Section 12.7(e) of this Note.

Successors and Assigns; Participation.

Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder.

Interpretation. For purposes of this Note: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Schedules, Exhibits and Sections mean the Schedules, Exhibits and Sections of this Note; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

Amendments and Waivers. No term of this Note may be waived, modified or amended except by an instrument in writing signed by all of the Parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof.

No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Lender, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Further Assurances. The Parties irrevocably (i) consent to the transactions contemplated hereby and (ii) shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this Note.

Amended and Restated. This Note is given to increase and rearrange, and not given in extinguishment of, the aggregate unpaid principal balance as of the date hereof of that certain Secured Note dated December 23, 2016 in the original principal amount of $1,000,000.00 (the "Original Note"). This Note is a restatement of the Original Note in its entirety and, therefore, whenever the terms, provisions, covenants and conditions of this Note conflict in any way with the terms, provisions, covenants or conditions of said Original Note (or any previous agreements

Sharing Agreement. This Note is subject to the terms of a Sharing Agreement dated as of the date hereof between the Lender and American Financial.