EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation • New York
AGREEMENT dated as of July 1, 2013 between Limor Regular, residing at _________________ (“Executive”), and Ascend Acquisition Corp., a Delaware corporation having its principal office at 525 Washington Ave., Jersey City, NJ (“Company”);
AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • 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).
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).
Ascend Acquisition Corp.Merger Agreement • July 5th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation
The undersigned understands that Ascend Acquisition Corp., a Delaware corporation (“Ascend”), has entered into a Merger Agreement and Plan of Reorganization (“Merger Agreement”), dated as of June 12, 2013, by and among Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ascend, Ascend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ascend, Kitara Media, LLC, a Delaware limited liability company, New York Publishing Group, Inc., a Delaware corporation, and the securityholders executing the “Signing Holder Signature Page” to the Merger Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2013 • Ascend Acquisition Corp. • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2013, by and among Ascend Acquisition Corp., a Delaware corporation (the “Company”), Selling Source, LLC, a Delaware limited liability company (“Selling Source”) and Robert Regular (together with Selling Source, the “Signing Holders”).
