On January 28, 2015, Propel Media, Inc. (formerly known as Kitara Holdco Corp.) (Holdco) consummated the transactions (Transactions) contemplated by (i) the Agreement and Plan of Reorganization (Merger Agreement), dated as of October 10, 2014, by and among Kitara Media Corp. (Kitara), Holdco, which was previously a wholly-owned subsidiary of Kitara, and Kitara Merger Sub, Inc. (Merger Sub), which was previously a wholly-owned subsidiary of Holdco, and (ii) the Unit Exchange Agreement (Exchange Agreement), dated as of October 10, 2014 and amended as of December 23, 2014, by and among Kitara, Holdco, Future Ads LLC (Future Ads) and the former members of Future Ads (Members). Upon the closing of the Transactions, Holdco became the new public company and Kitara and Future Ads became wholly-owned subsidiaries of Holdco.

Upon the closing of the Transactions, on January 28, 2015, Sam Humphreys, Jonathan J. Ledecky, Jared Pobre and Marv Tseu were appointed as directors of Holdco. In addition, Mr. Pobre was appointed as Executive Chairman of the Board of Holdco, Marv Tseu was appointed as President of Holdco, David Shapiro was appointed as Chief Corporate Development Officer, General Counsel and Secretary of Holdco and Howard Yeaton was appointed as Interim Chief Financial Officer of Holdco. Robert Regular remains a director of Holdco and the Chief Executive Officer of Holdco.