SECOND AMENDMENT TO UNIT EXCHANGE AGREEMENT

Exhibit 2.1

SECOND AMENDMENT TO

UNIT EXCHANGE AGREEMENT

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”), Xxxxxxxxxx Enterprises Corporation (“Xxxxxxxxxx”), Family Trust of Xxxxx X. Xxxxx, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Xxxxxxxxxx, Pobre Trust and Newport, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Parties are party to the Exchange Agreement; and

WHEREAS, pursuant to Section 8.3 of the Exchange Agreement, the Exchange Agreement may be amended by a written agreement executed by the Parties; and

WHEREAS, the Parties previously amended certain provisions of the Exchange Agreement in the First Amendment to Unit Exchange Agreement dated as of December 23, 2014; and

WHEREAS, the Parties desire to amend certain provisions of the Exchange Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       Amendment to Exchange Agreement.

(a)      Section 2.5(c) of the Exchange Agreement is hereby deleted in its entirety and replaced with the following:

“(c)          Payment of Post-Closing Adjustment. Following the final determination of the Future Ads Working Capital, the Future Ads Indebtedness and the Kitara Working Capital in accordance with Sections 2.5(a) and 2.5(b), and no later than April 10, 2016 (the “Adjustment Due Date”), the Adjustment Amount shall be determined and paid by wire transfer of immediately available funds to such accounts as may be designated from time to time by the Transferors or Holdco, as applicable; provided, however, that the Adjustment Due Date may be extended by the payee under this paragraph, in the sole discretion of such payee, upon written notice to the payor under this paragraph setting forth such extended Adjustment Due Date. If the Adjustment Amount is a positive number, Holdco shall pay the Adjustment Amount to the Transferors. If the Adjustment Amount is a negative number, the Transferors shall pay the absolute value of the Adjustment Amount to Holdco.”

2.       Governing Law. This Amendment shall be governed in all respects in accordance with the provisions of Section 8.9 of the Exchange Agreement.

3.       No Other Amendment. Except as amended hereby, the Exchange Agreement shall remain in full force and effect. By executing this Amendment below, each of the Parties certifies that this Amendment has been executed and delivered in compliance with the amendment provisions of the Exchange Agreement.

4.       Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.

5.       Facsimile or Portable Document File Signature. This Amendment may be executed by facsimile or portable document file signature and a facsimile or portable document file signature shall constitute an original for all purposes.

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the date hereof.

PROPEL MEDIA, INC.
By:	/s/ Xxxxxx Regular
Name:	Xxxxxx Regular
Title:	CEO
KITARA MEDIA CORP.
By:	/s/ Xxxxxx Regular
Name:	Xxxxxx Regular
Title:	CEO
FUTURE ADS LLC
By:	/s/ Xxxxxx Regular
Name:	Xxxxxx Regular
Title:	CEO
XXXXXXXXXX ENTERPRISES CORPORATION
By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	CEO
FAMILY TRUST OF XXXXX X. XXXXX, U/A DTD 12/31/2004
By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Trustee

Signature Page to Second Amendment to Unit Exchange Agreement

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NEWPORT HOLDING TRUST
By:	/s/ Xxxxx XxXxxx
Name:	Xxxxx XxXxxx
Title:	Managing Trustee
NEPTUNE CAPITAL TRUST
By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Managing Trustee

Signature Page to Second Amendment to Unit Exchange Agreement

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