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”):
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”);
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).
Kitara Media Corp.Merger Agreement • December 4th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation
The undersigned understands that Kitara Media Corp., a Delaware corporation (“Kitara”), has entered into a Merger Agreement and Plan of Reorganization (“Merger Agreement”), dated as of December 3, 2013, by and among Kitara, Kitara Media Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Kitara, Health Guru Media, 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.
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG KITARA MEDIA CORP., KITARA MEDIA SUB, INC., HEALTH GURU MEDIA, INC. AND THOSE CERTAIN SECURITYHOLDERS EXECUTING THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF DECEMBER 3, 2013Merger Agreement • December 4th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 3, 2013, by and among Kitara Media Corp., a Delaware corporation (“Kitara”), Kitara Media Sub, Inc., a Delaware corporation and wholly owned subsidiary of Kitara (“Merger Sub Inc.”), Health Guru Media, Inc., a Delaware corporation (“Health Guru”), and the persons executing the “Signing Holder Signature Page” hereto holding a majority of the outstanding shares of capital stock of Health Guru (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 time to time, and all schedules hereto (including the Kitara Media Schedule and the Health Guru Schedule, as defined in the preambles to Articles II and III hereof, respectively).
