FINANCING AGREEMENT Dated as of January 28, 2015 by and among KITARA HOLDCO CORP. AND EACH SUBSIDIARY LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF KITARA HOLDCO CORP. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES...Financing Agreement • February 3rd, 2015 • Propel Media, Inc. • Services-computer processing & data preparation • New York
Financing Agreement, dated as of January 28, 2015, by and among Kitara Holdco Corp., 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"), Highbridge Principal Strategies, LLC, a Delaware limited liability company ("Highbridge"), as collateral agent for the Lenders (in such capacity, together with its successors an
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”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 3rd, 2015 • 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 Kitara Holdco Corp., 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 in the Financing Agreement), each a "Guarantor" and, collectively, the "Guarantors", and together with the B
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”).
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").
