REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of ________, 2006, by and among Ascend Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned parties listed...Registration Rights Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2014 • Kitara Media Corp. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 25, 2014, between Kitara Media Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT KITARA MEDIA CORP.Common Stock Purchase Warrant • May 1st, 2014 • Kitara Media Corp. • Services-computer processing & data preparation
This COMMON STOCK PURCHASE WARRANT (this “Warrant,” and all of the Common Stock Purchase Warrants, the “Warrants”) certifies that, for value received, ____________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 30, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitara Media Corp., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (including, if the context so requires, the shares of Common Stock underlying the other Warrants, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2006 by and between Ascend Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on...Investment Management Trust Agreement • April 24th, 2006 • Ascend Acquisition Corp. • Blank checks • New York
KITARA MEDIA CORP. (F/K/A ASCEND ACQUISITION CORP.) PRO FORMA FINANCIAL INFORMATION (UNAUDITED)Kitara Media Corp. • September 16th, 2013 • Services-computer processing & data preparation
On June 12, 2013, Kitara Media Corp. (f/k/a Ascend Acquisition Corp.) (“Ascend”), a Delaware corporation, entered into the Merger Agreement and Plan of Organization, as amended on July 1, 2013 (“Merger Agreement”), by and among Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ascend (“ Merger Sub LLC ”), Ascend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ascend (“ Merger Sub Inc. ”), Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), New York Publishing Group, Inc., a Delaware corporation (“NYPG”), and those certain security holders of Kitara Media and NYPG executing the “Signing Holder Signature Page” thereto, which security holders held all of the outstanding membership interests of Kitara Media (the “ Kitara Signing Holder ”) and all of the outstanding shares of common stock of NYPG (the “NYPG Signing Holder” and together with the Kitara Signing Holder, the “ Signing Holders ”).
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____________, 2006 ("Agreement"), by and among ASCEND ACQUISITION CORP., a Delaware corporation ("Company"), DON K. RICE, RUSSELL C. BALL III, STEPHEN L. BROWN and ARTHUR SPECTOR...Stock Escrow Agreement • April 24th, 2006 • Ascend Acquisition Corp. • Blank checks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2014 • Kitara Media Corp. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 25, 2014, between Kitara Media Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 5.1.
NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2010Ascend Acquisition Corp. • April 24th, 2006 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Ascend Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides that upon t
Delivery and Payment: Delivery of the Units shall be made on or about ______, 2006 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • April 24th, 2006 • Ascend Acquisition Corp. • Blank checks • New York
February 7, 2006 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: Ascend Acquisition Corp. ------------------------ Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants")...Ascend Acquisition Corp. • March 13th, 2006 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Ascend Acquisition Corp. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
WARRANT AGREEMENT Agreement made as of __________, 2006 between Ascend Acquisition Corp., a Delaware corporation, with offices at 435 Devon Park Drive, Building 400, Wayne, Pennsylvania 19087 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • April 24th, 2006 • Ascend Acquisition Corp. • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 4th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation • Delaware
This Agreement, made and entered into as of the 3rd day of December 2013 (“Agreement”), by and between Kitara Media Corp., a Delaware corporation (“Corporation”), and Joshua Silberstein (“Indemnitee”):
STOCK OPTION AGREEMENTStock Option Agreement • April 2nd, 2014 • Kitara Media Corp. • Services-computer processing & data preparation • Delaware
WHEREAS, pursuant to the terms and conditions of the Company’s ____ Long-Term Incentive Equity Plan (“Plan”), the Board of Directors of the Company (“Board”) authorized the grant to the Employee of an option (“Option”) to purchase an aggregate of _______ shares of the authorized but unissued common stock of the Company, $.0001 par value (“Common Stock”), conditioned upon the Employee’s acceptance thereof upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan (capitalized terms used herein and not otherwise defined have the meanings set forth in the Plan); and
BETWEENUnderwriting Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2006 • Ascend Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 166,667 units ("Insider Units"), each consisting of one share of common stock and two warrants, each to purchase one share of common stock, of Ascend Acquisition Corp. (the "Corporation"), at $6.00 per Insider Unit for an aggregate purchase price of $1,000,002 ("Purchase Price"). The purchase and issuance of the Insider Units shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO"), which is being underwritten by EarlyBirdCapital, Inc. ("EBC"). The Insider Units will be sold to the undersigned on a private placement basis and not part of the IPO.
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation • New York
AGREEMENT dated as of December 3, 2013 between Joshua Silberstein, residing at _________________ (“Executive”), and Kitara Media Corp., a Delaware corporation having its principal office at 525 Washington Blvd., Jersey City, NJ (“Company”);
CREDIT AND SECURITY AGREEMENT by and among KITARA MEDIA, LLC, as a Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated as of November 1, 2013Credit and Security Agreement • November 7th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation • California
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of November 1, 2013, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and KITARA MEDIA, LLC, a Delaware limited liability company (“Kitara Media, LLC” or “Borrower”).
ASCEND ACQUISITION CORP. 400 Building LLC 435 Devon Park Drive, Building 400 Wayne, Pennsylvania 19087 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the...Ascend Acquisition Corp. • February 3rd, 2006
ASCEND ACQUISITION CORP. CONSULTING AGREEMENT (Non-Technical Consultant)Consulting Agreement • March 6th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • California
This Consulting Agreement (this “Agreement”) is made and entered into as of February 29, 2012 (the “Effective Date”) by and between Ascend Acquisition Corp., a Delaware corporation (the “Company”), and Jonathan J. Ledecky (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of , 2007, by and between ePAK International Limited, a Bermuda limited company having its principal place of business at 4926 Spicewood Springs Road, Austin, Texas 78759 (the “Company”), and , an individual resident of (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • California
This AGREEMENT dated as of February 29, 2012 between Craig dos Santos, residing at 509 Duboce Ave., San Francisco, CA 94117 (“Executive”), and ASCEND ACQUISITION CORP., a Delaware corporation having its principal office at _______________ (“Company”);
OFAscend Acquisition Corp. • February 3rd, 2006 • New York
BETWEENUnderwriting Agreement • April 24th, 2006 • Ascend Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENTEscrow Agreement • December 4th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation • New York
ESCROW AGREEMENT (“Agreement”) dated December 3, 2013 by and among Kitara Media Corp., a Delaware corporation (“Kitara”), Reitler Kailas & Rosenblatt LLC, acting as the representative (the “Representative”) of the former stockholders (the “HG Stockholders”) of Health Guru Media, Inc. (“Health Guru”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • July 5th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation
This AMENDMENT NO. 1 to the MERGER AGREEMENT AND PLAN OF REORGANIZATION is entered into as of July 1, 2013 by and among Ascend Acquisition Corp. (“Ascend”), Ascend Merger Sub, LLC (“Merger Sub LLC”), Ascend Merger Sub, Inc. (“Merger Sub Inc.”), Kitara Media, LLC (“Kitara Media”), New York Publishing Group, Inc. (“NYPG”) and the persons executing the “Signing Holder Signature Page” attached hereto. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks • Texas
VOTING AGREEMENT, dated as of this 30th day of July 2007 (“Agreement”), among each of the persons listed under the caption “Ascend Group” on the Signature Page hereto (the “Ascend Group”), ePak Holdings Ltd. (“EPH”), each of the persons listed under the caption “ePak Group” on the Signature Page hereto (collectively with EPH, the “ePAK Group”), Ascend Acquisition Corp. (“Ascend”) and Ascend Company Limited (“Company”). Each of the Ascend Group and the ePak Group (as defined above) is sometimes referred to herein as a “Group.” For purposes of this Agreement, each person who is a member of either the Ascend Group or the ePAK Group is referred to herein individually as a “Shareholder” and collectively as the “Shareholders.”
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • June 12th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of June 12, 2013, by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub LLC”), Ascend Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Ascend (“Merger Sub Inc.”), Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), New York Publishing Group, Inc., a Delaware corporation (“NYPG”), and the persons executing the “Signing Holder Signature Page” hereto holding a majority of the outstanding membership interests of Kitara Media (the “Kitara Signing Holder”) and a majority of the outstanding shares of common stock of NYPG (the “NYPG Signing Holder” and together with the Kitara Signing Holder, the “Signing Holders”). The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from ti
Rotvig Labs, LLCAscend Acquisition Corp. • March 6th, 2012 • Semiconductors & related devices
The undersigned are all of the Members of Rotvig Labs, LLC , a Limited Liability Company formed under the laws of the State of Delaware . The undersigned hereby adopt the following Operating Agreement pursuant to the LLC laws of the State of Delaware and do hereby certify and agree as follows:
CONTINUING GUARANTY November 1, 2013Kitara Media Corp. • November 7th, 2013 • Services-computer processing & data preparation • California
MEMBERSHIP INTEREST AGREEMENT ROTVIG LABS, LLC a Delaware limited liability companyMembership Interest Agreement • March 6th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • California
This Membership Interest Agreement (the “Agreement”) is made as of May 7, 2011, by and between all the Members of Rotvig Labs, LLC, a Delaware limited liability company, as listed on Exhibit A (the “Members”) and Concept Art House, Inc., a Delaware corporation ("CAH”).
KITARA MEDIA CORP. Suite 2620 Jersey City, New Jersey 07310Kitara Media Corp. • November 5th, 2014 • Services-computer processing & data preparation • New York
This Separation Agreement sets forth our mutual agreement and understanding with respect to the termination of your employment with Kitara Media Corp. (the “Company”) and any remaining obligations between you and the Company relating to your employment or the termination thereof.
COLLATERAL PLEDGE AGREEMENT Dated: November 1, 2013Collateral Pledge Agreement • November 7th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation • California
DEBTOR: Kitara Media Corp. (the “Debtor”) 525 Washington Boulevard, Suite 2620 Jersey City, New Jersey 07310 Attn: Lisa VanPatten, CFO SECURED PARTY: Wells Fargo Bank, National Association (the “Secured Party”) 1300 SW 5th Avenue, 11th Floor Portland, Oregon 97201 Attn: Relationship Manager—Kitara Media, LLC
LOCK-UP AGREEMENT July 30, 2007Lock-Up Agreement • July 31st, 2007 • Ascend Acquisition Corp. • Blank checks
An Agreement and Plan of Reorganization (the “Agreement”), dated July 30, 2007, has been executed by and among Ascend Acquisition Corp. (“Ascend”), Ascend Company Limited, a Bermuda limited company and wholly owned subsidiary of Ascend via its nominee (“Amalgamation Sub”), ePak Holdings Limited, a limited liability company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China (“EHL”), and ePak Resources (S) Pte Ltd, a Singapore limited company and wholly owned subsidiary of EHL (“ePak”). Any terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Under the terms of the Agreement, at closing of the transactions contemplated by the Agreement, (1) Ascend and Amalgamation Sub will be amalgamated under Bermuda law, the separate existence of each shall cease and a continuing entity (“Continuing Corporation”) shall succeed to all of their rights and obligations and (2) Continuing Corporation will acquire all of the
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ASCEND ACQUISITION CORP., ASCEND MERGER SUB, LLC, ANDOVER GAMES, LLC AND THE MEMBERS OF ANDOVER GAMES, LLC DATED AS OF DECEMBER 30, 2011Merger Agreement and Plan of Reorganization • January 4th, 2012 • Ascend Acquisition Corp. • Semiconductors & related devices • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 30, 2011, by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend (“Merger Sub”), Andover Games, LLC, a Delaware limited liability company (“Andover Games”), and the persons executing the “Members Signature Page” hereto (the “Signing Members”). The term “Agreement” as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Andover Games Schedule and the Ascend Schedule, as defined in the preambles to Articles II and III hereof, respectively).
ESCROW AGREEMENTEscrow Agreement • July 5th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation • New York
ESCROW AGREEMENT (“Agreement”) dated July 1, 2013 by and among Ascend Acquisition Corp., a Delaware corporation (“Ascend”), Sam Humphreys and Robert Regular, acting as the representatives (the “Representatives”) of the former sole member (“Kitara Member”) of Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), and the former sole stockholder (“NYPG Stockholder” together with the Kitara Member, the “Signing Holders”) of New York Publishing Group, Inc., a Delaware corporation (“NYPG”), Jonathan J. Ledecky, acting as the committee (the “Committee”) representing the interests of Ascend, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
