0001213900-14-007771 Sample Contracts

KITARA MEDIA CORP. Suite 2620 Jersey City, New Jersey 07310
Kitara 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.

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KITARA MEDIA CORP. Suite 2620 Jersey City, New Jersey 07310
Kitara Media Corp. • November 5th, 2014 • Services-computer processing & data preparation • New York

Effective as of the date hereof (your “Separation Date”), you have resigned as President of, and terminated your employment agreement (your “Employment Agreement”) with, Kitara Media Corp. (the “Company”). In connection with your resignation, the Company and you executed a separation agreement (the “Separation Agreement”) which provides for the execution by the Company and you of this independent consulting agreement (this “Consulting Agreement”) upon execution by you of a general release (the “General Release”). The Company desires to retain you (“Consultant”) to serve as an independent consultant to advise and assist the Company in connection with the Company’s business upon the terms and conditions set forth in this Consulting Agreement.

AMENDED AND RESTATED STOCK OPTION AGREEMENT
Amended and Restated Stock Option Agreement • November 5th, 2014 • Kitara Media Corp. • Services-computer processing & data preparation • Delaware

This AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”), is made as of the 31st day of December, 2014, by and between Kitara Media Corp., a Delaware corporation (“Company”), and Joshua Silberstein (“Consultant”).

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