FINANCING AGREEMENT Dated as of May 30, 2018 by and among PROPEL MEDIA, INC. AND EACH SUBSIDIARY LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF PROPEL MEDIA, INC. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES...Financing Agreement • May 31st, 2018 • Propel Media, Inc. • Services-computer processing & data preparation • New York
Financing Agreement, dated as of May 30, 2018, by and among Propel Media, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (such subsidiaries, together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and, collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), MGG California LLC, a Delaware limited liability company (“MGG”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2015 • Propel Media, Inc. • Services-computer processing & data preparation • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 28, 2015 by and among Kitara Holdco Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (collectively, the “Original Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2015 • Propel Media, Inc. • Services-computer processing & data preparation • Delaware
This Agreement, made and entered into as of the 3rd day of February 2015 (“Agreement”), by and between Propel Media, Inc., a Delaware corporation (“Corporation”), and __________ (“Indemnitee”):
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 31st, 2018 • Propel Media, Inc. • Services-computer processing & data preparation • New York
WHEREAS, pursuant to the Financing Agreement, dated as of the date hereof (such agreement, as amended, restated, supplemented, modified or otherwise changed from time to time, including any replacement agreement therefor, being hereinafter referred to as the “Financing Agreement”) by and among Propel Media, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (such subsidiaries, together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a “Guarantor” and, collectively, the “Guarantors”, and together with the Borrowers and each ot
STOCK OPTION AGREEMENTStock Option Agreement • April 15th, 2015 • Propel Media, Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION AGREEMENT is made as of the ___ day of ______, _____(the “Grant Date”) by and between Propel Media, Inc., a Delaware corporation (the “Company”), and _______________ (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2018 • Propel Media, Inc. • Services-computer processing & data preparation • California
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 1, 2018 (the “Commencement Date”) is between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (the “Company”).
March 25, 2015 Dani NaborsSeverance Payment Agreement • March 30th, 2017 • Propel Media, Inc. • Services-computer processing & data preparation • California
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • May 31st, 2018 • Propel Media, Inc. • Services-computer processing & data preparation
This Fifth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of May 30, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • June 21st, 2017 • Propel Media, Inc. • Services-computer processing & data preparation • New York
AMENDMENT NO. 2 TO FINANCING AGREEMENT (this “Amendment”), dated as of June 21, 2017, to the Financing Agreement, dated as of January 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Propel Media, Inc., a Delaware corporation, formerly known as Kitara Holdco Corp. (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined in the Financing Agreement), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party the
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2015 • Propel Media, Inc. • Services-computer processing & data preparation • California
WHEREAS, the Company has entered into a Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014, by and among the Company, Kitara Media Corp. (“Kitara Media”), Future Ads and the members of Future Ads;
STOCKHOLDERS AGREEMENT of KITARA HOLDCO CORP. Dated as of January 28, 2015Stockholders Agreement • February 3rd, 2015 • Propel Media, Inc. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of January 28, 2015, by and among Kitara Holdco Corp., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule I hereto (the “Stockholders”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • May 9th, 2018 • Propel Media, Inc. • Services-computer processing & data preparation
This Fourth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of May 9, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
April 30, 2016Separation Agreement • August 12th, 2016 • Propel Media, Inc. • Services-computer processing & data preparation • New York
This agreement (Agreement”) confirms the agreement between you and Propel Media, Inc. (the “Company”) concerning the terms of your separation from the Company.
SECOND AMENDMENT TO UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • May 5th, 2015 • Propel Media, Inc. • Services-computer processing & data preparation
This Second Amendment to the Unit Exchange Agreement (this “Amendment”), with respect to the Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014, is dated as of April 29, 2015, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 21st, 2017 • Propel Media, Inc. • Services-computer processing & data preparation • California
This STOCK PURCHASE AGREEMENT, dated as of June 21, 2017 (this “Agreement”), is entered into by and among Propel Media, Inc., a Delaware corporation (the “Buyer”), the stockholders of DeepIntent Technologies, Inc., a Delaware corporation (the “Company”), set forth on the signature pages hereto (each, individually, a “Seller” and collectively, the “Sellers”) and Christopher Paquette, in his capacity as representative of the Sellers as provided in this Agreement (the “Stockholder Representative”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2016 • Propel Media, Inc. • Services-computer processing & data preparation
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 1, 2016 is between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (“Company”);
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • December 27th, 2016 • Propel Media, Inc. • Services-computer processing & data preparation • New York
AMENDMENT NO. 1 TO FINANCING AGREEMENT (this "Amendment"), dated as of December 23, 2016, to the Financing Agreement, dated as of January 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among Propel Media, Inc., a Delaware corporation, formerly known as Kitara Holdco Corp. (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as defined in the Financing Agreement), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • January 28th, 2016 • Propel Media, Inc. • Services-computer processing & data preparation
This Third Amendment (this “Amendment”) to the Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”), dated as of October 10, 2014, is dated as of January 26, 2016, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”).
GRANT OF A SECURITY INTEREST -- TRADEMARKSTrademark Security Agreement • February 3rd, 2015 • Propel Media, Inc. • Services-computer processing & data preparation
This Trademark Security Agreement (this "Trademark Security Agreement") is made as of January 28, 2015, by each of the undersigned Grantors (each a "Grantor" and collectively, the "Grantors"), in favor of Highbridge Principal Strategies, LLC, in its capacity as collateral agent for itself and the other Secured Parties (together with its successors and assigns in such capacity, "Grantee").
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • August 13th, 2018 • Propel Media, Inc. • Services-computer processing & data preparation
This Sixth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of August 13, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
