KITARA MEDIA CORP. (Form: 8-K, Received: 12/04/2013 08:27:23)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2013

KITARA MEDIA CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51840	20-3881465
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

525 Washington Blvd, Suite 2620, Jersey City, New Jersey		07310
(Address of Principal Executive Offices)		(Zip Code)

(201) 539-2200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 3, 2013, Kitara Media Corp. (the “ Company ”), a Delaware corporation, entered into a Merger Agreement and Plan of Organization (“ Merger Agreement ”) by and among the Company, Kitara Media Sub, Inc. (“ Merger Sub ”), Health Guru Media, Inc., a Delaware corporation (“ Health Guru ”), and those certain securityholders of Health Guru executing the signature page attached thereto, which securityholders held a majority of the outstanding shares of capital stock of Health Guru (the “ Signing Holders ”), and simultaneously consummated the transactions contemplated thereby (the “ Closing ”). At the Closing, the Company entered into the Escrow Agreement, the Lock-Up Agreements, the Employment Agreement and the Indemnification Agreement (each as defined below).

Health Guru is a provider of health information videos on the internet, offering a library of over 3,500 health videos and 600 health-video applications on topics including mental health, pregnancy, diet and fitness, and a variety of medical conditions. By leveraging its content development model and proprietary technology, Health Guru seeks to make its health videos more engaging for its users, more effective for its advertisers and more profitable for its in-network publishers.

The Merger Agreement and Ancillary Agreements

Merger and Merger Consideration

At the Closing, pursuant to the Merger Agreement, Merger Sub was merged with and into Health Guru, with Health Guru surviving as a wholly owned subsidiary of the Company (the “ Merger ”). All of the shares of capital stock of Health Guru outstanding immediately prior to the Merger were automatically canceled and converted into the right to receive an aggregate of 18,000,000 shares of the Company’s common stock, par value $0.0001 per share (“ Company Common Stock ”).

As a result of the Merger, the former holders of the capital stock of Health Guru (the “ Health Guru Stockholders ”) own approximately 22% of the outstanding shares of Company Common Stock.

Indemnification and Escrow Agreement

The Company will be indemnified against all losses incurred by reason of, arising out of or resulting from the inaccuracy or breach of any representation or warranty by Health Guru or the Signing Holders, the non-fulfillment or breach of any covenant or agreement of Health Guru or the Signing Holders and certain other matters. Similarly, the Signing Holders will be indemnified against all losses incurred by reason of, arising out of or resulting from the inaccuracy or breach of any representation or warranty by the Company or Merger Sub and the non-fulfillment or breach of any covenant or agreement of the Company and Merger Sub.

To provide a fund for the parties’ rights to indemnification, 10% of the shares of Company Common Stock (the “ Escrow Shares ”) to be received by the Health Guru Stockholders was deposited in escrow in accordance with the terms of an escrow agreement (the “ Escrow Agreement ”), dated as of December 3, 2013, by and among the Company, Reitler Kailas & Rosenblatt LLC, as representative of the Health Guru Stockholders, and Continental Stock Transfer & Trust Company, as escrow agent. The Escrow Shares, less the net amount of shares applied in satisfaction of or reserved with respect to indemnification claims made by the Company, will be released to the Health Guru Stockholders on the 5 th business day after the Company is required to file its Annual Report on Form 10-K for the year ending December 31, 2014 (or earlier under certain situations as described in the Escrow Agreement), but in no event later than April 15, 2015.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, Merger Sub, Health Guru and the Signing Holders relating to, among other things, (a) proper organization and similar corporate matters, (b) subsidiaries, (c) financial information and absence of undisclosed liabilities and off balance sheet arrangements, (d) absence of certain changes, (e) litigation, (f) contracts, (g) the authorization, performance and enforceability of the Merger Agreement, (h) conflicts, (i) required consents, (j) capital structure of each constituent company and the absence of preemptive or registration rights, (k) licenses and permits, (l) real and personal property, (m) intellectual property, (n) absence of violations of charter documents, agreements and legal requirements, (o) taxes, (p) insurance, (q) labor matters, (r) employee benefit matters, (s) environmental matters, (t) certain other regulatory matters, (u) solvency and (v) related party transactions.

Directors and Officers

At the Closing, as required by the Merger Agreement, Joshua Silberstein, Health Guru’s chief executive officer, was appointed as a director and president of the Company. The appointment is described more fully under Item 5.02 below.

Lock-up Agreements

At the Closing, each officer and director of Health Guru and each Health Guru Stockholder (other than certain agreed upon Health Guru Stockholders) entered into a lock-up agreement (a “ Lock-Up Agreement ”) with the Company, pursuant to which each such officer, director and Health Guru Stockholder agreed not to sell or otherwise dispose of, or enter into any arrangement that transfers the economic consequences of ownership of, any shares of Company Common Stock during the period commencing on the date of the Closing and ending on July 1, 2014 without the prior written consent of the Company, subject to certain exceptions.

Equity Financing

At the Closing, as required by the Merger Agreement, the Company raised $2,000,000 of equity capital (the “ Financing ”). The Financing is described more fully under Item 3.02 below.

Registration Rights

The Merger Agreement contains certain registration rights for the Health Guru Stockholders. Within six months of the Closing, the Company will file a registration statement with the SEC covering the resale by the Health Guru Stockholders of the shares of Company Common Stock received by them in the Merger and to use its best efforts (i) to have such registration statement declared effective as promptly as practicable and (ii) to maintain the effectiveness of the registration statement until the shares may be resold without registration and without volume limitation under an exemption from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), or until all of the shares have been resold.

Equity Compensation Plan

At the Closing, as required by the Merger Agreement, the Company adopted a new stock option plan. The new plan, entitled the Kitara Media Corp. 2013 Long-Term Incentive Equity Plan (the “ 2013 Plan ”), is described more fully under Item 5.02 below.

Other Covenants

The Merger Agreement contains additional agreements of the parties, including, among others, an agreement providing for t he parties to maintain in confidence any non-public information received from any other party and to use such information only for purposes of consummating the transactions contemplated by the Merger Agreement.

Additional Information

The foregoing descriptions of the Merger Agreement, the Escrow Agreement and the Lock-Up Agreements are summaries and are qualified in their entirety by the full text of the agreements, which are attached to this report as exhibits 2.1, 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 3, 2013, the Company consummated the Merger and the other transactions contemplated by the Merger Agreement, as more fully described in Item 1.01 of this report, which description is incorporated in this item by reference. As a result of the Merger, the Company acquired Health Guru from the former Health Guru Stockholders.

Item 3.02 Unregistered Sales of Equity Securities.

At the Closing, the Company issued 18,000,000 shares of Company Common Stock to the Health Guru Stockholders as described in Item 1.01. The shares of Company Common Stock were issued in the Merger in consideration for all of the outstanding shares of capital stock of Health Guru. The issuance was made in reliance upon the exemption provided by Section 4(2) of the Securities Act, for the offer and sale of securities not involving a public offering, and Rule 506 of Regulation D promulgated thereunder.

In addition, at the Closing, as required by the Merger Agreement, the Company completed the Financing described in Item 1.01. In the Financing, the Company sold an aggregate of 4,000,000 shares of Company Common Stock on a private placement basis to several accredited investors, including Ironbound Partners Fund, LLC, an affiliate of Jonathan J. Ledecky, the non-executive chairman of the Company’s board of directors and the Company’s former interim chief financial officer, and Jeremy Zimmer, a member of the Company’s board of directors. The Company sold the shares for $0.50 per share, in cash, for an aggregate of $2,000,000 in gross proceeds. The issuance was made in reliance upon the exemption provided by Section 4(2) of the Securities Act, for the offer and sale of securities not involving a public offering, and Rule 506 of Regulation D promulgated thereunder.

In instances described above where the Company issued securities in reliance upon Rule 506, the individuals who received the securities made representations that (a) such individual was acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the individual agreed not to sell or otherwise transfer the purchased shares unless they were registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration were available, (c) the individual was an accredited investor as defined in Regulation D or had such knowledge and experience in financial and business matters that the individual was capable of evaluating the merits and risks of the prospective investment, (d) the individual was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which the Company possessed or was able to acquire without unreasonable effort and expense, and (e) the individual had access to the Company’s reports filed under the Securities Exchange Act of 1934, as amended. The certificates representing the shares were affixed with a legend stating that such shares had not been registered under the Securities Act and could not be resold without an effective registration statement or an opinion of counsel that registration would not be required. Based upon information known to the Company or an inquiry into each individual’s income, net worth or other relevant criteria, management made the determination that each individual was an accredited investor (as defined in Regulation D) or had such knowledge and experience in financial and business matters that the investor was capable of evaluating the merits and risks of the prospective investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

Resignations and Appointments

Effective as of the Closing, as required by the Merger Agreement, the Company’s board of directors appointed Joshua Silberstein as a director of the Company and as the Company’s president. In order to accommodate the foregoing appointments, the board of directors expanded the size of the board by one director. The Merger Agreement also provides that Health Guru shall be entitled to appoint another member to the board following the Closing, such member to be approved by the Company with such approval to not be unreasonably withheld.

Mr. Silberstein, 38 years old, co-founded Health Guru in December 2006 and has served as its Chief Executive Officer since that time. Mr. Silberstein also served as Chief Executive Officer of FullTurn Media from October 2005 through November 2006. From 2003 to 2005, Mr. Silberstein attended Columbia Business School. From 2001 to 2003, Mr. Silberstein founded and ran Insider Guides, which published guide books for residents (as opposed to travelers). From 1997 to 2001, Mr. Silberstein worked for BEV Capital, a venture capital fund (completing his tenure there as an Investment Manager). Mr. Silberstein has also held senior interim operating roles in marketing, finance, and business development. In 1997, Mr. Silberstein received a BS in Economics from The Wharton School (summa cum laude), and in 2005 Mr. Silberstein received an MBA from Columbia Business School (Beta Gamma Sigma).

Employment Agreement

At the Closing, the Company entered into an employment agreement (the “ Employment Agreement ”) with Joshua Silberstein. Under the Employment Agreement, the Company will employ Mr. Silberstein as the Company’s president. The term of the Employment Agreement commenced on the Closing and expires on December 3, 2017, unless it is terminated earlier as provided therein. Under the Employment Agreement, Mr. Silberstein will earn an annual base salary of $300,000. Mr. Silberstein also received a one-time performance bonus in the amount of $125,000 upon the signing of the Employment Agreement and will receive an additional $125,000 payable on July 1, 2014. Mr. Silberstein will also be eligible to earn a yearly performance bonus equal to 50% of his base salary annually if certain mutually agreed upon performance objectives are met. Mr. Silberstein was also granted a five-year stock option to purchase 2,500,000 shares of Company Common Stock at an exercise price of $0.26 per share (the closing bid price on the date of the Employment Agreement), which option vests on a quarterly basis over the term of the Employment Agreement.

In the event Mr. Silberstein terminates his employment for “Good Reason” (as defined in the Employment Agreement) or the Company terminates Mr. Silberstein’s employment without “Cause” (as defined in the Employment Agreement), Mr. Silberstein will be entitled to two years of his base salary, payable in equal, periodic installments in accordance with the Company’s standard payroll procedures, but no less frequently than monthly; all valid expense reimbursements; any accrued but unpaid bonus payments and all accrued but unused vacation pay. In addition, all options granted to him will fully vest.

Under the Employment Agreement, Mr. Silberstein also agreed to certain restrictive covenants relating to confidentiality of the Company’s information and non-competition with the Company.

Indemnification Agreement

At the Closing, the Company entered into an indemnification agreements (the “ Indemnification Agreement ”) with Joshua Silberstein. Under the Indemnification Agreement, the Company will indemnify, and advance expenses to, Mr. Silberstein to the fullest extent permitted by applicable law, if by reason of his service as a director, officer, employee, agents or fiduciary of the Company (or certain other related entities), he is made party to any proceeding. The Company will also indemnify Mr. Silberstein against all expenses actually and reasonably incurred by him or on his behalf to the extent he is witnesses in any proceeding by reason of such service.

The 2013 Plan

Effective as of the Closing, as required by the Merger Agreement, the Company’s board of directors adopted the 2013 Plan.

No allocations of shares under the 2013 Plan have been made in respect of the executive officers or any other group, except that stock options to purchase 2,500,000 shares of Company Common Stock have been granted to Joshua Silberstein, the Company’s president, as described above, and options to purchase an aggregate of 1,525,000 shares of Company Common Stock have been granted to various employees of Kitara and Health Guru in connection with their continued employment following the Merger.

Administration . The 2013 Plan is administered by a committee designated by the board of directors or, in the absence of such a designation, by the board of directors. Any such committee designated by the board of directors must be comprised of at least two directors, all of whom are “outside directors,” as defined in the regulations issued under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and “non-employee “ directors, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. References herein to the “ committee ” refer to the committee designated by the board of directors or, if none, to the board of directors. Subject to the provisions of the 2013 Plan, the committee determines, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share exercise prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.

Stock Subject to the 2013 Plan . The 2013 Plan reserves 6,000,000 shares of Company Common Stock for issuance in accordance with the plan’s terms. Shares of stock subject to awards that are forfeited or terminated will be available for future award grants under the 2013 Plan. If a holder pays the exercise price of a stock option by surrendering any previously owned shares of Company Common Stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the stock option exercise, the shares surrendered by the holder or withheld by the company will not be available for future award grants under the plan.

Under the 2013 Plan, on a change in the number of shares of Company Common Stock as a result of a dividend on shares of Company Common Stock payable in shares of Company Common Stock, Company Common Stock forward split or reverse split, combination or exchange of Company Common Stock, or other extraordinary or unusual event that results in a change in the shares of Company Common Stock as a whole, the committee shall determine whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the plan or the aggregate number of shares reserved for issuance under the plan.

Eligibility . The committee may grant awards under the 2013 Plan to employees, officers, directors and consultants who are deemed to have rendered, or to be able to render, significant services to the Company or its subsidiaries or who are deemed to have contributed, or to have the potential to contribute, to its success. Notwithstanding the foregoing, no incentive stock option will be granted to any person who is not an employee of the Company or one of its subsidiaries at the time of grant.

Types of Awards . Stock options, stock appreciation rights, restricted stock and other stock-based awards may be granted under the 2013 Plan.

Options . Under the 2013 Plan, the committee may grant options that qualify as “incentive stock options” within the meaning of Section 422 of the Code and options that do not so qualify. Either type of option may be granted alone or in combination with any other stock-based award under the plan. To the extent that any stock option intended to qualify as an incentive stock option does not so qualify, it shall constitute a separate non-qualified stock option.

The committee fixes the term of a stock exception; provided, however, that an incentive stock option may be granted only within the ten-year period commencing from the effective date of the 2013 Plan and may only be exercised within ten years of the date of grant, or five years in the case of an incentive stock option granted to an individual who, at the time of grant, owns Company Common Stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (a “ 10% Shareholder ”). The committee determines the exercise price per share of Company Common Stock purchasable under a stock option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of Company Common Stock; provided, however, that the exercise price of an incentive stock option granted to a 10% Shareholder may not be less than 110% of the fair market value on the date of grant. Subject to any limitations or conditions the committee may impose, stock options may be exercised, in whole or in part, at any time during the term of the stock option. Notwithstanding the foregoing, in the case of an incentive stock option, the aggregate fair market value (on the date of grant of the stock option) with respect to which incentive stock options become exercisable for the first time by a holder during any calendar year (under all such plans of the Company and its subsidiaries) may not exceed $100,000.

Generally, stock options granted under the 2013 Plan may not be transferred other than by will or by the laws of descent and distribution and all stock options are exercisable, during the holder’s lifetime, only by the holder, or in the event of legal incapacity or incompetency, the holder’s guardian or legal representative. However, a holder, with the approval of the committee, may transfer a non-qualified stock option to an immediate family member of the holder by gift or by domestic relations order or to an entity in which more than 50% of the voting interests are owned by the holder or immediate family members of the holder. The Committee may, in its sole discretion, permit transfer of an incentive stock option in a manner consistent with applicable tax and securities law upon the holder’s request.

Generally, if the holder is an employee, no stock options granted under the 2013 Plan may be exercised by the holder unless he or she is employed by the Company or one of its subsidiaries at the time of the exercise and has been so employed continuously from the time the stock options were granted. However, should a holder die while employed by the Company or one of its subsidiaries, unless otherwise provided in the stock option agreement, his or her legal representative or legatee under his or her will may exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or her death, or such other greater or lesser period as the committee may specify in the stock option agreement, or until the expiration of the stated term of the stock option, whichever period is shorter. Similarly, in the event the holder’s employment is terminated due to disability or normal retirement, unless otherwise provided in the stock option agreement, the holder may still exercise his or her vested stock options for a period of 12 months, or such other greater or lesser period as the committee may specify in the stock option agreement, from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter. If the holder’s employment is terminated for any reason other than death, disability or normal retirement, unless otherwise provided in the stock option agreement, the stock option will automatically terminate, except that if the holder’s employment is terminated by the Company without cause, the holder may still exercise his or her vested stock options for a period of three months, or such other greater or lesser period as the committee may specify in the stock option agreement, from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter.

Stock Appreciation Rights . Under the 2013 Plan, the committee may grant stock appreciation rights to participants who have been, or are being, granted stock options under the plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash, or the committee may grant them alone and unrelated to an option. Stock appreciation rights may be granted either at or after the time of the grant of non-qualified stock options. In the case of incentive stock options, a stock appreciation right may be granted only at the time of the grant of the incentive stock option. A stock appreciation right entitles the holder to receive a number of shares of Company Common Stock having a fair market value equal to the excess fair market value of the Company Common Stock on the date of exercise over the exercise price of the related stock option (or the fair market value of the Company Common Stock on the date of grant, if granted alone), multiplied by the number of shares subject to the stock appreciation right.

Restricted Stock . Under the 2013 Plan, the committee may award shares of restricted stock either alone or in addition to other awards granted under the plan. The committee determines the persons to whom grants of restricted stock are made, the number of shares to be awarded, the price (if any) to be paid for the restricted stock by the person receiving the stock from the Company, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the restricted stock awards.

Other Stock-Based Awards . Under the 2013 Plan, the committee may grant other stock-based awards, subject to limitations under applicable law that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Company Common Stock, as deemed consistent with the purposes of the plan. These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2013 Plan or any of the Company’s other plans.

Accelerated Vesting and Exercisability . If any one person, or more than one person acting as a group, acquires the ownership of stock of the company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the company, and the company’s board of directors does not authorize or otherwise approve such acquisition, then the vesting periods of any and all stock options and other awards granted and outstanding under the 2013 Plan shall be accelerated and all such stock options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Company Common Stock subject to such stock options and awards on the terms set forth in the plan and the respective agreements respecting such stock options and awards. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the company acquires its stock in exchange for property is not treated as an acquisition of stock.

The committee may, in the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the company immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of stock of the company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the company, which has been approved by the company’s board of directors, (i) accelerate the vesting of any and all stock options and other awards granted and outstanding under the 2013 Plan, or (ii) require a holder of any award granted under the plan to relinquish such award to the company upon the tender by the company to the holder of cash in an amount equal to the repurchase value of such award. For this purpose, gross fair market value means the value of the assets of the company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding any provisions of the 2013 Plan or any award granted thereunder to the contrary, no acceleration shall occur with respect to any award to the extent such acceleration would cause the plan or an award granted thereunder to fail to comply with Section 409A of the IRC.

Award Limitation . No participant may be granted awards for more than 600,000 shares in any calendar year.

Term and Amendments . Unless terminated by the Board, the 2013 Plan shall continue to remain effective until no further awards may be granted and all awards granted under the 2013 Plan are no longer outstanding, except that grants of incentive stock options may only be granted prior to December 3, 2023. In addition, if the 2013 Plan is not approved by December 3, 2014 by the affirmative vote of the holders of a majority of Company Common Stock cast at a duly held stockholders’ meeting at which a quorum is, either in person or by proxy, present and voting, then no incentive stock options may be granted under the plan and all incentive stock options previously granted will be automatically converted into non-qualified stock options.

The board may at any time, and from time to time, amend the 2013 Plan, provided that no amendment will be made that would impair the rights of a holder under any agreement entered into pursuant to the 2013 Plan without the holder’s consent.

Additional Information

The foregoing descriptions of the Employment Agreement, the Indemnification Agreement and the 2013 Plan are summaries and are qualified in their entirety by the full text of the agreements and the plan, which are attached to this report as exhibits 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 4, 2013, the Company issued a press release describing the Merger and the Financing. A copy of the press release is attached to this report as exhibit 99.1.

The Company has also filed the investor presentation attached to this report as exhibit 99.2 which may be used as public relations material as well as for meetings with potential investors and business partners.

The information in this item, including in the exhibits relating thereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Such information, and the exhibits relating thereto, shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial statements of businesses acquired:

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date upon which this report on Form 8-K must be filed.

(b) Pro forma financial information:

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date upon which this report on Form 8-K must be filed.

(d) Exhibits:

Exhibit		Description

2.1*		Merger Agreement and Plan of Reorganization, dated as of December 3, 2013, by and among Kitara Media Corp., Kitara Media Sub, Inc., Health Guru Media, Inc. and those certain securityholders of Health Guru executing the signature page attached thereto.

10.1		Escrow Agreement, dated as of December 3, 2013, by and among Kitara Media Corp., Reitler Kailas & Rosenblatt LLC, acting as the representative of the former stockholders of Health Guru Media, Inc. (“Health Guru”), and Continental Stock Transfer & Trust Company, as escrow agent.

10.2		Form of Lock-Up Agreement.

10.3		Employment Agreement, dated as of December 3, 2013, by and between Joshua Silberstein and Kitara Media Corp.

10.4		Indemnification Agreement.

10.5		Kitara Media Corp. 2013 Long-Term Incentive Equity Plan.

99.1		Press release dated December 4, 2013.

99.2		Investor Presentation.

*	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 4, 2013

	KITARA MEDIA CORP.

	By:	/s/ Robert Regular
		Robert Regular
		Chief Executive Officer

EXHIBITS

Exhibit		Description

2.1*		Merger Agreement and Plan of Reorganization, dated as of December 3, 2013, by and among Kitara Media Corp., Kitara Media Sub, Inc., Health Guru Media, Inc. and those certain securityholders of Health Guru executing the signature page attached thereto.

10.1		Escrow Agreement, dated as of December 3, 2013, by and among Kitara Media Corp., Reitler Kailas & Rosenblatt LLC, acting as the representative of the former stockholders of Health Guru Media, Inc. (“Health Guru”), and Continental Stock Transfer & Trust Company, as escrow agent.

10.2		Form of Lock-Up Agreement.

10.3		Employment Agreement, dated as of December 3, 2013, by and between Joshua Silberstein and Kitara Media Corp.

10.4		Form of Indemnification Agreement.

10.5		Kitara Media Corp. 2013 Long-Term Incentive Equity Plan.

99.1		Press release dated December 4, 2013.

99.2		Investor Presentation.

*	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

Exhibit 2.1

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, 2013

MERGER AGREEMENT AND PLAN OF REORGANIZATION

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).

RECITALS

A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “ DGCL ”) and other applicable provisions of Delaware law (collectively, the “ Applicable Law ”), Kitara, Merger Sub Inc. and Health Guru intend to enter into a business combination transaction by means of a merger in which Merger Sub Inc. will merge into Health Guru, with Health Guru being the surviving entity and becoming a wholly owned subsidiary of Kitara (the “ Merger ”).

B. The board of directors of Kitara, Merger Sub Inc. and Health Guru each has determined that the Merger is fair to, and in the best interests of, its respective company and stockholders.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows (defined terms used in this Agreement are listed alphabetically in Article VII, together with the Section and, if applicable, paragraph number in which the definition of each such term is located):

ARTICLE I

1.1 The Merger . At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub Inc. shall be merged with and into Health Guru, the separate corporate existence of Merger Sub Inc. shall cease and Health Guru shall continue as the surviving company in the Merger (the “ Surviving Subsidiary ”).

1.2 Effective Time; Closing . Subject to the conditions of this Agreement, as soon as practicable on or after the Closing Date (as hereinafter defined), the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by Kitara and Health Guru and specified in the Certificate of Merger being the “ Effective Time ” and the date of such filing being the “ Effective Date ”). The consummation of the transactions contemplated by this Agreement (the “ Closing ”), other than the filing of the Certificate of Merger, shall take place at the offices of Graubard Miller, counsel to Kitara, 405 Lexington Avenue, 11 th Floor, New York, New York 10174 on the date hereof (the “ Closing Date ”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

1.3 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and Applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Merger Sub Inc. shall vest in the Surviving Subsidiary and all debts, liabilities and duties of Merger Sub Inc. shall become the debts, liabilities and duties of the Surviving Subsidiary and Health Guru shall continue as a wholly owned subsidiary of Kitara.

1.4 Governing Documents . At the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Subsidiary shall be the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Inc.

1.5 Effect on Securities . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Health Guru or the holders of any of the securities of Health Guru, the following shall occur:

(a) Conversion of Health Guru Stock; Issuance to Kitara . At the Effective Time, all of the capital stock of Health Guru (“ Health Guru Capital Stock ”) issued and outstanding immediately prior to the Effective Time will automatically be canceled and extinguished and be converted, collectively, into the right to receive an aggregate of 18,000,000 shares of Kitara Common Stock, allocated in accordance with Schedule 1.13(b)(v) amongst the holders of Health Guru Capital Stock as provided in the Note Purchase Agreement dated as of August 20, 2013 by and among Health Guru and the Lenders (as defined therein), the Health Guru Second 2013 Management Bonus Pool Plan and the Health Guru Charter Documents. Immediately following the conversion contemplated by this Section 1.5(a), 100% of the Health Guru Capital Stock shall be issued to Kitara.

(b) No Fractional Shares . No fraction of a share of Kitara Common Stock will be issued by virtue of the Merger or the transactions contemplated hereby, and each security holder of Health Guru who would otherwise be entitled to a fraction of a share of Kitara Common Stock (after aggregating all fractional shares of Kitara Common Stock that otherwise would be received by such holder) shall be deemed to receive from Kitara, in lieu of such fractional share, one (1) share of Kitara Common Stock.

1.6 Exchange of Certificates .

(a) Surrender of Certificates . At the Effective Time, the holders of 100% of the shares of Health Guru Capital Stock receiving shares of Kitara Common Stock in the Merger will deliver certificates representing their Health Guru Capital Stock (the “ Certificates ”) (or affidavits of loss in lieu thereof as provided in Section 1.6(d)) to Kitara for cancellation together with any related documentation reasonably requested by Kitara in connection therewith. After the Effective Time, each outstanding Certificate will be deemed for all corporate purposes to evidence only the right to receive the applicable shares of Kitara Common Stock in accordance with the provisions of this Article I.

(b) Exchange Procedure . Subject to Section 1.14 below, certificates representing the shares of Kitara Common Stock shall be issued to the holders of shares of Health Guru Capital Stock upon surrender of the Certificates as provided for herein or otherwise agreed by the parties. Upon surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 1.6(d)) for cancellation to Kitara or to such other agent or agents as may be appointed by Kitara, Kitara shall issue, or cause to be issued, to each holder of the Certificates such certificates representing the number of shares of Kitara Common Stock, a portion of which shall be held in escrow pursuant to Section 1.11 below, for which their shares of Health Guru Capital Stock are exchangeable at the Effective Time, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable shares of Kitara Common Stock issuable pursuant to Section 1.5.

(c) Distributions With Respect to Unexchanged Shares . No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Kitara Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Kitara Common Stock to be issued upon surrender thereof until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, Kitara or such other agent or agents as may be appointed by Kitara, shall promptly deliver to the record holders thereof, without interest, the certificates representing shares of Kitara Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Kitara Common Stock.

(d) Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Kitara, the posting by such Person of a bond in customary amount and upon such terms as may be required by Kitara as indemnity against any claim that may be made against it with respect to such Certificate, Kitara will issue or cause to be issued the number of shares of Kitara Common Stock less the applicable Escrow Shares, for which such lost, stolen or destroyed Certificates are exchangeable at the Effective Time.

(e) Transfers of Ownership . If certificates representing the shares of Kitara Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Kitara or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing the shares of Kitara Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Kitara or any agent designated by it that such tax has been paid or is not payable.

1.7 No Further Ownership Rights in Stock . All Kitara Common Stock deemed issued to security holders of Health Guru upon consummation of the Merger and conversion of the shares of Health Guru Capital Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to the corresponding outstanding shares of Health Guru Capital Stock and there shall be no further registration of transfers on the records of the Surviving Subsidiary of the shares of Health Guru Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Kitara for any reason, they shall be canceled and exchanged as provided in this Article I.

1.8 Treatment of the Health Guru Derivative Securities . All outstanding options or warrants to purchase shares of Health Guru Capital Stock (“ Health Guru Options and Warrants ”) shall terminate in accordance with their terms upon the Closing of the transactions contemplated hereunder.

1.9 Tax Consequences . It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“ Code ”). The parties hereto adopt this Agreement as a “plan of reorganization” with respect to the Merger within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

1.10 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Kitara with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Health Guru and the Surviving Subsidiary, the then current officers and directors of Kitara and Health Guru shall take all such lawful and necessary action.

1.11 Escrow . As the sole remedy for the indemnification obligations set forth in Article VI of this Agreement, an aggregate number of shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock, allocated in accordance with Schedule 1.13(b)(v) amongst such holders as provided in the Note Purchase Agreement dated as of August 20, 2013 by and among Health Guru and the Lenders (as defined therein), the Health Guru Second 2013 Management Bonus Pool Plan and the Health Guru Charter Documents, representing ten percent (10%) of the shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock as a result of the Merger pursuant to this Agreement, shall be deposited into escrow (the “ Escrow Shares) , in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Kitara, the Representative (defined below) and Continental Stock Transfer & Trust Company, as escrow agent (“ Escrow Agent ”), in form and substance as attached hereto as Exhibit A and providing for the terms contemplated by Article VI hereof (the “ Escrow Agreement ”). The Escrow Agreement shall provide that, on the 5 th business day after Kitara files with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2014, but in no event later than April 15, 2015 (the “ Escrow Release Date ”), the Escrow Agent shall release the Escrow Shares to the former stockholders of Health Guru in the same proportions as originally deposited into escrow, less, for each of the stockholders, the net of that portion of such stockholders’ proportion of the Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims made pursuant to Section 6.1 of this Agreement attributable to the stockholders’ proportion. Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any unresolved claim shall be delivered to the stockholders in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, as set forth herein for the indemnification obligation associated with such resolved claim.

1.12 Representative for Purposes of Escrow Agreement . Health Guru and the Signing Holders hereby designate Reitler Kailas & Rosenblatt LLC to represent the interests of the Persons entitled to receive Kitara Common Stock as a result of the Merger for purposes of the Escrow Agreement. If such Person ceases to serve in such capacity, for any reason, such Person shall designate his successor. Failing such designation within ten (10) business days after the Representative has ceased to serve, Joshua Silberstein shall appoint as successor a Person who was a former holder of Preferred Stock of Health Guru or such other Person as such stockholders shall designate. Such Persons or their successors are intended to be the “ Representative ” referred to in Article VI hereof and the Escrow Agreement.

1.13 Signing Holder Matters .

(a) By his, her or its execution of this Agreement, each Signing Holder, in his, her or its capacity as a stockholder of Health Guru, hereby approves and adopts this Agreement and authorizes Health Guru and its officers and directors to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement. Such execution shall be deemed to be action taken by the irrevocable written consent of each Signing Holder for purposes of the relevant provisions of the DGCL and other Applicable Law.

(b) Each Signing Holder for himself, herself or itself only, represents and warrants as follows:

(i) he, she or it is an “accredited investor” as defined in Rule 501(a) under the Securities Act;

(ii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Kitara and all persons acting on Kitara’s behalf concerning the business and operations of Kitara and to obtain any additional information to the extent Kitara possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information;

(iii) he, she or it has had access to the Kitara SEC Reports (defined below) filed or furnished prior to the date of this Agreement;

(iv) the execution and delivery of this Agreement by such Signing Holder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined), except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 7.1(a)) on such Signing Holder or Health Guru or, after the Closing, Kitara, or prevent consummation of the Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement;

(v) he, she or it owns his, her or its respective Convertible Promissory Note (the “Note”) dated August 20, 2013 and shares of Health Guru Capital Stock listed on Schedule 1.13(b)(v) as being owned by him, her or it free and clear of all Liens, except as set forth in Schedule 1.13(b)(v);

(vi) his, her or its receipt of the shares of Kitara Common Stock in the Merger in accordance with Schedule 1.13(b)(v) and on the terms provided in this Agreement and the Escrow Agreement shall constitute full satisfaction and discharge of his, her or its Note;

(vii) the shares of Kitara Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, such shares of Kitara Common Stock have not been registered under the Securities Act and he, she or it may not resell, pledge or otherwise transfer any such Kitara Common Stock except pursuant to registration under the Securities Act, or in a transaction not subject to the registration requirements of the Securities Act;

(viii) the Kitara Common Stock to be acquired by such Signing Holder will be acquired for investment for such Signing Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Signing Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Signing Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Kitara Common Stock;

(ix) without the prior authorization of Kitara, such Signing Holder may not transfer, sell, distribute, assign, pledge, hypothecate or otherwise dispose of (“ Transfer ”), any shares of the Kitara Common Stock received pursuant to this Agreement during the period commencing at the Closing and ending on July 1, 2014 (the “ Lock Up Expiration Date ”);

(x) Such Signing Holder understands that the shares of Kitara Common Stock received in the Merger will bear a legend substantially in the form as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE MERGER AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF DECEMBER 3, 2013, BY AND AMONG KITARA MEDIA CORP., KITARA MERGER SUB, INC., HEALTH GURU MEDIA, INC. AND THOSE CERTAIN SECURITYHOLDERS PARTY THERETO (AS IT MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE “MERGER AGREEMENT”). THE MERGER AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE TRANSFER OF THE SHARES SUBJECT TO SUCH MERGER AGREEMENT. NO TRANSFER, SALE, DISTRIBUTION, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE MERGER AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL SUCH PROVISIONS OF THE MERGER AGREEMENT.”

1.14 Lock Up Agreements . Prior to the Closing Date, each officer, director and stockholder of Health Guru receiving Kitara Common Stock in the Merger (other than the 337,299 shares of Kitara Common Stock that will be issued pursuant to the Health Guru Second 2013 Management Bonus Pool Plan to certain current and former employees and service providers of Health Guru (the “ Bonus Pool ”)) shall execute and deliver to Kitara agreements (“ Lock Up Agreements ”) in form and substance mutually and reasonably agreed to by Kitara and Health Guru. Prior to the delivery of shares from the Bonus Pool to any Person, Health Guru shall cause such Person to execute a Lock Up Agreement and deliver same to Kitara.

1.15 Investment Representation for all Holders . All shares of Kitara Common Stock issued in accordance with the terms hereof shall, when issued, be restricted shares and may not be sold, transferred or otherwise disposed of by the holders thereof without registration under the Securities Act or an available exemption from registration under the Securities Act. The certificates representing the shares of Kitara Common Stock issued in accordance with the terms hereof will contain the appropriate restrictive legends, and Kitara shall issue appropriate stop-transfer instructions to the Kitara transfer agent with respect to such shares of Kitara Common Stock. Prior to the Closing, each holder of record (as of the Effective Time) of Certificates, which immediately prior to the Effective Time represented outstanding Health Guru Capital Stock whose interests were converted into the right to receive shares of Kitara Common Stock pursuant to Section 1.5, shall provide an investment representation letter (the “ Representation Letters ”) in form and substance mutually and reasonably agreed to by Kitara and Health Guru. Notwithstanding the foregoing, it is understood that the Persons receiving shares of Kitara Common Stock from the Bonus Pool may not provide Representation Letters.

1.16 Shares Subject to Appraisal Rights .

(a) Notwithstanding Section 1.5 hereof, Dissenting Shares (as defined in Section 1.16(b)) shall not be converted into a right to receive shares of Kitara Common Stock. The holders thereof shall be entitled only to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for his Dissenting Shares pursuant to the DGCL shall receive payment therefor from Kitara in accordance with the DGCL. Health Guru shall give Kitara prompt notice of any demands for payment received by Health Guru from a person asserting appraisal rights, and Kitara shall have the right to participate in all negotiations and proceedings with respect to such demands. Health Guru shall not, except with the prior written consent of Kitara, make any payment with respect to, or settle or offer to settle, any such demands or negotiate or enter into any agreement with respect thereto.

(b) As used herein, “ Dissenting Shares ” means any shares of Health Guru Common Stock held by persons who are entitled to appraisal rights under the DGCL, and who have properly exercised, perfected and not subsequently withdrawn or lost or waived their rights to demand payment with respect to those shares in accordance with the DGCL.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF HEALTH GURU

Subject to the exceptions set forth in Schedule 2 attached hereto (the “ Health Guru Schedule ”), Health Guru hereby represents and warrants to Kitara as follows:

2.1 Organization . Health Guru is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation. Health Guru has the corporate power and authority to own its properties and to conduct its business as currently contemplated, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. Health Guru is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Health Guru.

2.2 Subsidiaries . Except as set forth on Schedule 2.2 , Health Guru does not presently own an interest in any other corporation, association or other business entity and is not a party to any joint venture, partnership or similar arrangement.

2.3 Financial Statements . Health Guru has made available to Kitara consolidated financial statements in draft form (including any related notes thereto) of Health Guru for the years ended December 31, 2012 and 2011 and the interim nine (9) month period ended September 30, 2013 (“ Health Guru Financial Statements ”). Except as set forth on Schedule 2.3 , the Health Guru Financial Statements were prepared in accordance with generally accepted accounting principles of the United States (“ U.S. GAAP ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly presents in all material respects the financial position of Health Guru at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that such Health Guru Financial Statements are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Health Guru.

2.4 No Liabilities . Except as set forth on Schedule 2.4 , Health Guru has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the Health Guru Financial Statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of Health Guru, except (i) liabilities provided for in or otherwise disclosed in a balance sheet or in the related notes to the Health Guru Financial Statements or (ii) liabilities incurred since September 30, 2013 in the ordinary course of business, none of which would reasonably be expected to have a Material Adverse Effect.

2.5 Off Balance Sheet Arrangements . There is no transaction, arrangement or other relationship between Health Guru or any of its subsidiaries and an unconsolidated or other off balance sheet entity that is not disclosed in the Health Guru Financial Statements or that otherwise could be reasonably likely to have a Material Adverse Effect.

2.6 Absence of Material Changes . Since September 30, 2013, except as set forth on Schedule 2.6 , Health Guru has not incurred any Material Adverse Change (except as otherwise contemplated by clauses (i) through (ii) in Section 2.4, above).

2.7 Legal Proceedings . Except as set forth on Schedule 2.7 , there is not pending or, to the knowledge of Health Guru, threatened or contemplated, any action, suit or proceeding to which Health Guru is a party or of which any property or assets of Health Guru is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect.

2.8 Contracts . Schedule 2.8 sets forth a list of the following documents which Health Guru is a party to:

(i) any agreements, contracts or commitments that call for prospective fixed and/or contingent payments or expenditures by or to Health Guru and which are otherwise material or not entered into in the ordinary course of business;

(ii) any contract, lease or agreement involving payments in excess of $50,000, which is not cancelable by Health Guru, without penalty on not less than 60 days’ notice;

(iii) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money or pledging or granting a security interest in any assets with a value in excess of $50,000;

(iv) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors or stockholders of Health Guru or persons related to or affiliated with such persons;

(v) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of Health Guru, including, without limitation, any agreement with any stockholder of Health Guru which includes, without limitation, antidilution rights, voting arrangements or operating covenants;

(vi) any pension, profit sharing, retirement, stock option or stock ownership plans;

(vii) any royalty, dividend or similar arrangement based on the revenues or profits of Health Guru or based on the revenues or profits derived from any material contract;

(viii) any acquisition, merger, asset purchase or other similar agreement entered into in the past 12 months; or

(ix) any agreement under which Health Guru has granted any person registration rights for its securities.

All of the agreements listed on Schedule 2.8 are referred to herein collectively as “ Health Guru Contracts .”

Each of the Health Guru Contracts which purports by its terms to be in effect is valid and in full force and effect, is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, and will continue to be so immediately following the Effective Date.

2.9 Due Authorization and Enforceability . Health Guru has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to engage in the transactions contemplated hereby and thereby. Except with respect to providing prompt notice of (i) appraisal rights and/or dissenters’ rights to stockholders of Health Guru following the Effective Time to the extent required by the DGCL and (ii) action by written consent by less than all stockholders of Health Guru in approving this Agreement and the transactions contemplated hereby (both of which will be timely and properly given in accordance with the DGCL following the Effective Time), the execution and delivery of this Agreement and the consummation by Health Guru of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Health Guru, and no other corporate proceedings on the part of Health Guru are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the DGCL and the terms and conditions of this Agreement. This Agreement and the other agreements and documents contemplated hereby have been duly authorized, executed and delivered by Health Guru, and each constitutes a valid, legal and binding obligation of Health Guru, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

2.10 No Conflict . The execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby by Health Guru and the consummation of the transactions herein and therein contemplated by Health Guru will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over Health Guru or any of its material properties, (B) any of the Health Guru Contracts, or (C) Health Guru’s Charter Documents, except, as it pertains to clauses (A) and (B), as would not individually or in the aggregate reasonably be expected have a Material Adverse Effect on Health Guru.

2.11 No Consents Required . Except for the consents set forth on Schedule 2.11 and for the filing of the Certificate of Merger with the appropriate authorities pursuant to the DGCL, no consent, approval, authorization or order of, or filing with, any Governmental Entity is required for the execution, delivery and performance of this Agreement by Health Guru or for the consummation of the transactions contemplated hereby by Health Guru, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act or Blue Sky Laws , and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which Health Guru is licensed or qualified to do business and (ii) where the failure to obtain such consents, approvals, authorizations, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Health Guru or, after the Closing, Kitara, or prevent consummation of the transactions contemplated by this Agreement or otherwise prevent the parties hereto from performing their obligations under this Agreement.

2.12 Capitalization . As of the date of this Agreement, the authorized capital of Health Guru consists solely of (a) 200,000,000 shares of Common Stock, par value $0.0001 per share, 1,066,882 shares of which are issued and outstanding and 25,579,229 shares of which are reserved for issuance to officers, directors, employees and consultants of the Company pursuant to its 2004 Stock Incentive Plan and 2010 Stock Incentive Plan, and (b) 132,187,185 shares of Preferred Stock, par value $0.0001 per share (“Health Guru Preferred Stock”), of which (i) 91,550,505 shares are designated as Series A-1 Preferred Stock, 71,895,373 shares of which are issued and outstanding and 14,533,181 shares of which have been reserved for issuance upon exercise of outstanding warrants, (ii) 2,416,741 shares are designated as Series A-2 Preferred Stock, all of which are issued and outstanding, and (iii) 38,219,939 shares are designated as Series B-1 Preferred Stock, 33,481,506 shares of which are issued and outstanding. All such shares of Health Guru Capital Stock have been duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all federal and state securities laws and have not been issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing or satisfied. The 18,000,000 shares of Kitara Common Stock to be issued to the holders of Health Guru Capital Stock is allocated in accordance with Schedule 1.13(b)(v) amongst the holders of Health Guru Capital Stock as provided in the Note Purchase Agreement dated as of August 20, 2013 by and among Health Guru and the Lenders (as defined therein), the Health Guru Second 2013 Management Bonus Pool Plan and the Health Guru Charter Documents and is set forth on Schedule 1.13(b)(v) and will not (i) conflict with or violate the Health Guru Charter Documents, (ii) except for those matters disclosed in the Health Guru Schedule, conflict with or violate any material Health Guru Contract or (iii) violate or conflict with any federal or state law or, to our knowledge, any administrative or judicial order applicable to Health Guru or any of the property or assets of Health Guru. All holders of outstanding shares of Health Guru Capital Stock entitled to receive shares of Kitara Common Stock in the Merger (other than Thomas Harrison, who is a director of Health Guru, and those persons receiving shares of Kitara Common Stock from the Bonus Pool) are parties to a voting agreement pursuant to which such holders have agreed to vote in favor of the Merger and not to exercise dissenters’ rights or rights of appraisal. Except as set forth on Schedule 2.12 , there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from Health Guru any shares of Health Guru Capital Stock of, or other ownership interest in, Health Guru.

2.13 Preemptive Rights . Except as set forth on Schedule 2.13 , there are no statutory or contractual preemptive rights or other rights to subscribe for or to purchase, any securities of Health Guru pursuant to Health Guru’s Charter Documents or any agreement or other instrument to which Health Guru is a party or by which Health Guru is bound.

2.14 Registration Rights . Except as set forth on Schedule 2.14 , no person has any right to require Health Guru to register any shares of Health Guru Common Stock under the Securities Act.

2.15 Permits . To Health Guru’s knowledge, Health Guru holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect; and Health Guru is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.

2.16 Good Title to Property . Except as set forth on Schedule 2.16 , Health Guru does not own or lease any real property. There are no options or other contracts under which Health Guru has a right or obligation to acquire or lease any interest in real property. Health Guru has good and marketable title in fee simple to all personal property owned by it other than Health Guru Intellectual Property, which is covered by Section 2.17 hereof, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in Schedule 2.16 or in the Health Guru Financial Statements, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

2.17 Intellectual Property .

(a) Health Guru owns or possesses the Health Guru Trademarks (as defined below) or rights thereto necessary for the conduct of its business as now being conducted, except to the extent such failure to own or possess such Health Guru Trademarks would not have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 2.17(a) or as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (A) to the knowledge of Health Guru, there is no infringement, misappropriation or violation by third parties of any such Health Guru Trademarks; (B) there is no pending or, to Health Guru’s knowledge, threatened action, suit, proceeding or claim by others against Health Guru challenging the rights of Health Guru in or to any such Health Guru Trademarks or that Health Guru is infringing, misappropriating or otherwise violating any intellectual property or other proprietary rights of another party, and to the knowledge of Health Guru, there are no facts which would form a reasonable basis for any such action, suit or claim; and (C) the Health Guru Trademarks that are owned by Health Guru have not been finally adjudged (without possibility of further appeal) by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and there is no pending or, to Health Guru’s knowledge, threatened action, suit, proceeding or claim by others against Health Guru challenging the validity or scope of any such Health Guru Trademarks. Except as set forth on Schedule 2.17(a) , Health Guru is not a party to or bound by any agreements pursuant to which Health Guru receives or grants a license or covenant not to sue under the Health Guru Trademarks. The term “ Health Guru Trademarks ” means the registered trademarks set forth on Schedule 2.17(a) .

(b) Except as set forth on Schedule 2.17(b) , Health Guru believes that it owns or possesses other Intellectual Property (as defined below) or rights thereto that may be necessary for the conduct of the business of Health Guru as now being conducted (the “ Health Guru Intellectual Property ”). No current or former employee, consultant or independent contractor of Health Guru has any right, license, claim or interest whatsoever in or with respect to any Health Guru Intellectual Property. Except as set forth on Schedule 2.17(b) or as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (A) to the knowledge of Health Guru, there is no infringement, misappropriation or violation by third parties of any such Health Guru Intellectual Property; (B) there is no pending or, to Health Guru’s knowledge, threatened action, suit, proceeding or claim by others against Health Guru challenging the rights of Health Guru in or to any such Health Guru Intellectual Property; (C) the Health Guru Intellectual Property has not been finally adjudged (without the possibility of further appeal) by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to Health Guru’s knowledge, threatened action, suit, proceeding or claim by others against Health Guru challenging the validity or scope of any such Health Guru Intellectual Property; (D) there is no pending or, to Health Guru’s knowledge, threatened action, suit, proceeding or claim by others against Health Guru that Health Guru infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of third parties; and Health Guru has not received any written notice of such claim and to Health Guru’s knowledge, there are no facts which would form a reasonable basis for any such claim; and (E) to Health Guru’s knowledge, no current employee of Health Guru is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, or nondisclosure agreement. Except as set forth on Schedule 2.17(b) , Health Guru is not a party to or bound by any agreements pursuant to which Health Guru receives or grants a license or covenant not to sue under the Health Guru Intellectual Property.

(c) Health Guru has taken all commercially reasonable steps to protect and preserve the confidentiality of all material confidential or non-public information included in the Health Guru Intellectual Property.

(d) Health Guru has secured from all of its employees, consultants and independent contractors who have been engaged by Health Guru or a subsidiary thereof to develop any Health Guru Intellectual Property unencumbered and unrestricted exclusive ownership of any intellectual property included within the Health Guru Intellectual Property developed by such individuals in the course of their employment or services performed for Health Guru that Health Guru did not already own by operation of law and such individuals have not retained any rights or licenses with respect thereto, other than moral rights that are not assignable. Without limiting the foregoing, Health Guru has obtained proprietary information and invention disclosure and assignment agreements from all current and former employees, consultants and independent contractors of Health Guru.

2.18 No Violation . Health Guru is not (A) in violation of its Charter Documents, (B) in material breach of or otherwise in material default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any Health Guru Contract, to which it is subject or by which it may be bound, or to which any of the material property or assets of Health Guru is subject or (C) in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on Health Guru.

2.19 Taxes . Except as set forth on Schedule 2.19 , Health Guru has timely filed (or requested in good faith an extension to the filing of) all federal, state, local and foreign income and franchise tax returns required to be filed and is not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which Health Guru is contesting in good faith. All such returns are true, correct and complete in all material respects. No audit or other examination of any return of Health Guru by any tax authority is presently in progress, nor has Health Guru been notified in writing of any request for such an audit or other examination. To Health Guru’s knowledge, it does not have any liability for any unpaid taxes which have not been accrued for or reserved on Health Guru’s balance sheets included in the Health Guru Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid taxes that may have been accrued since the end of the most recent fiscal year in connection with the operation of the business of Health Guru in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Health Guru or, if any such account is material, it has been accrued on the books and records of Health Guru in accordance with U.S. GAAP. The exercise price of all Health Guru Options is at least equal to the fair market value of the Health Guru Common Stock on the date such Health Guru Options were granted or repriced, and neither Health Guru nor Kitara has incurred or will incur, respectively, any liability or obligation to withhold taxes under Section 409A of the Code upon the vesting of any Health Guru Options. All payroll taxes have been properly withheld and/or paid for on behalf of all of the employees of Health Guru who received an award of shares of Kitara Common Stock as part of the Second 2013 Management Bonus Pool Plan.

2.20 No Broker’s Fees . Except as set forth on Schedule 2.20 , Health Guru has not incurred any liability, nor will it incur, directly or indirectly, any liability, for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby which will become the liability of Kitara or will be a liability of the Surviving Subsidiary to be paid after Closing.

2.21 Insurance . Schedule 2.21 sets forth the insurance policies of Health Guru that are currently in place.

2.22 No Labor Disputes . No labor problem or dispute with the employees of Health Guru exists, or, to Health Guru’s knowledge, is threatened, which would reasonably be expected to have a Material Adverse Effect. To the knowledge of Health Guru, no key employee or significant group of employees of Health Guru plans to terminate, or has terminated within the past six months, employment with Health Guru. Health Guru is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Health Guru and, to the knowledge of Health Guru, there are no activities or proceedings of any labor union to organize any such employees.

2.23 Defined Benefit Plans . Except as set forth on Schedule 2.23 , Health Guru has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”). To the knowledge of Health Guru, no plan maintained or contributed to by Health Guru that is subject to ERISA (an “ ERISA Plan ”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code that could subject Health Guru to any material tax penalty on prohibited transactions and that has not adequately been corrected. To the knowledge of Health Guru, each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter (or opinion letter, if applicable) has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. Health Guru has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA. Each ERISA Plan maintained or contributed to by Health Guru is in compliance with the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “ 2010 Health Care Law ”), to the extent applicable to such plan. The operation of each ERISA Plan has not resulted in the incurrence of any penalty to Health Guru pursuant to the 2010 Health Care Law, to the extent applicable to such plan.

2.24 Compliance with Environmental Laws . To the knowledge of Health Guru, Health Guru (a) is in material compliance with any and all applicable foreign, federal, state and local laws, orders, rules, regulations, directives, decrees and judgments relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of human health and safety or the environment which are applicable to its businesses (“ Environmental Laws ”), (b) has received and is in material compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, and (c) has not received written notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of subsections (a), (b) and (c) of this Section 2.24 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.25 Minute Books . The minute books of Health Guru representing all existing records of all meetings and actions of the board of directors (including any committees thereof) and stockholders (collectively, the “ Health Guru Corporate Records ”) of Health Guru since its formation through the date of the latest meeting and action have been made available to Kitara. All such Health Guru Corporate Records are complete and accurately reflect, in all material respects, all transactions referred to in such Health Guru Corporate Records.

2.26 Foreign Corrupt Practices . To the knowledge of Health Guru, neither Health Guru nor any other person associated with or with the authority to act on behalf of Health Guru, including without limitation any director, officer, agent or employee of Health Guru has, directly or indirectly, while acting on behalf of Health Guru (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or failed to disclose fully any contribution in violation of law, (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“ FCPA ”) or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payments.

2.27 Money Laundering Laws . To the knowledge of Health Guru, the operations of Health Guru are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the applicable money laundering statutes of all governmental bodies or regulatory agencies having jurisdiction over Health Guru, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency with jurisdictions over Health Guru (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Health Guru with respect to the Money Laundering Laws is pending, or to the knowledge of Health Guru, threatened against Health Guru.

2.28 OFAC . None of Health Guru or, to the knowledge of Health Guru, any director, officer, agent, employee or affiliate of Health Guru, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”).

2.29 Proprietary Information Agreements . Each current employee and officer of Health Guru has executed an agreement with Health Guru regarding the protection of Health Guru’s confidentiality and proprietary information. To the knowledge of Health Guru, none of its current employees or officers is in material violation thereof. To the knowledge of Health Guru, except as set forth on Schedule 2.29 , no former employee failed to execute similar agreements with Health Guru, and no such former employee is in violation of any such agreement.

2.30 Solvency . Health Guru has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; or (e) made an offer of settlement, extension or composition to its creditors generally.

2.31 Related Party Transactions . Except as set forth on Schedule 2.31 , no employee, officer, member, stockholder or director of Health Guru or a member of any of the foregoing individuals’ immediate family (each a “ Health Guru Related Party ” and collectively, the “ Health Guru Related Parties ”) is indebted to Health Guru, nor is Health Guru indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of compensation for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of Health Guru and (iii) for other standard employee benefits made generally available to all employees (not including option agreements outstanding under any option plan approved by the board of directors of Health Guru). To Health Guru’s knowledge, no Health Guru Related Party has any direct or indirect ownership interest in any firm or corporation with which Health Guru is affiliated or with which Health Guru has a business relationship, or any firm or corporation that competes with Health Guru, except that Health Guru Related Parties may own stock in publicly traded companies that may compete with Health Guru. To the best of Health Guru’s knowledge, except as set forth on Schedule 2.31 , no Health Guru Related Party is, directly or indirectly, interested in any Health Guru Contract with Health Guru (other than such contracts as relate to any such person’s ownership in, or other securities of, Health Guru or such person’s employment with Health Guru).

2.32 Representations and Warranties Complete . The representations and warranties of Health Guru included in this Agreement and in any Schedule hereto are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

2.33 Survival of Representations and Warranties . The representations and warranties of Health Guru set forth in this Agreement shall survive the Closing until, and shall terminate and be of no further force or effect on, the Escrow Release Date.

2.34 No Implied Representation . Health Guru is not making any representation or warranty whatsoever, express or implied, except those representations and warranties of Health Guru contained in this Agreement or in any of the Schedules hereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF KITARA

Subject to the exceptions set forth in Schedule 3 attached hereto (the “ Kitara Schedule ”), each of Kitara and Merger Sub Inc. represent and warrant to, and covenant with, Health Guru and the Signing Holders, as follows:

3.1 Organization . Each of Kitara and Merger Sub Inc. is duly organized and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of Kitara and Merger Sub Inc. has full corporate power and authority to own its properties and to conduct its business as currently contemplated, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. Each of Kitara and Merger Sub Inc. is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Kitara or Merger Sub Inc.

3.2 Subsidiaries . Except as set forth on Schedule 3.2 , Kitara does not presently own an interest in any other corporation, association or other business entity and is not a party to any joint venture, partnership or similar arrangement.

3.3 SEC Filings; Financial Statements . (a) Kitara has made available to Health Guru a correct and complete copy of each report, schedule, form registration statement and definitive proxy statement filed or furnished by Kitara with the SEC (the “ Kitara SEC Reports ”), which are all the forms, schedule reports and documents required to be filed or furnished by Kitara with the SEC prior to the date of this Agreement and those required to be filed or furnished subsequent to the date of this Agreement. Except as set forth on Schedule 3.3 , all Kitara SEC Reports required to be filed or furnished by Kitara during the last two fiscal years and the interim period prior to the date of this Agreement were filed or furnished in a timely manner. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Kitara SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Kitara SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in this Article III , Kitara makes no representation or warranty whatsoever concerning any Kitara SEC Report as of any time other than the date or period with respect to which it was filed.

(b) Each set of financial statements (including, in each case, any related notes thereto) contained in Kitara SEC Reports, including each Kitara SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of Kitara at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Kitara taken as a whole.

(c) Each principal executive officer and principal financial officer of Kitara has made all certifications required by Rules 13a- 14 and 15d- 14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Kitara SEC Reports, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(d) Kitara maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Kitara is recorded and reported on a timely basis to the individuals responsible for the preparation of Kitara’s filings with the SEC. Kitara maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Kitara, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Kitara are being made only in accordance with authorizations of management and directors of Kitara and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Kitara’s assets that could have a material effect on its financial statements. Kitara has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Kitara’s auditors and the audit committee of Kitara’s board of directors (A) any significant deficiencies or material weakness in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Kitara’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Kitara’s internal control over financial reporting, all of which information described in clauses (A) and (B) above has been disclosed to Kitara Media and Health Guru prior to the date of this Agreement. In the past two years, neither Kitara nor any of its subsidiaries has received any credible written (or to the knowledge of Kitara, oral) complaint, allegation, assertion or claim of any material improper activity regarding the accounting or auditing practices, procedures, methodologies or methods of Kitara or its subsidiaries or their respective internal accounting controls.

(e) Merger Sub Inc. has never made any filing with the SEC and is not, nor ever has been, required to make any such filing.

3.4 No Liabilities . Except as set forth on Schedule 3.4 , neither Kitara nor Merger Sub Inc. has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements included in any Kitara SEC Report that are, individually or in the aggregate, material to the business, results of operations or financial condition of Kitara, except (i) liabilities provided for in or otherwise disclosed in a balance sheet or in the related notes to the financial statements included in any Kitara SEC Report or (ii) liabilities incurred since September 30, 2013 in the ordinary course of business, none of which would reasonably be expected to have a Material Adverse Effect.

3.5 Off Balance Sheet Arrangements . There is no transaction, arrangement or other relationship between either Kitara or Merger Sub Inc. or any of their respective subsidiaries and an unconsolidated or other off balance sheet entity that is not disclosed in the financial statements included in the Kitara SEC Reports or that otherwise could be reasonably likely to have a Material Adverse Effect.

3.6 Absence of Material Changes . Except as contemplated by this Agreement, since September 30, 2013, neither Kitara nor Merger Sub Inc. has incurred any Material Adverse Change (except as otherwise contemplated by clauses (i) through (ii) in Section 3.4, above).

3.7 Legal Proceedings . There is no pending or, to the knowledge of Kitara or Merger Sub Inc., threatened or contemplated, any action, suit or proceeding to which Kitara or Merger Sub Inc. is a party or of which any property or assets of Kitara or Merger Sub Inc. is the subject before or by any court or governmental agency, authority or body, or any arbitrator, which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect.

3.8 Contracts . Except as set forth in the Kitara SEC Reports filed prior to the date of this Agreement, and with respect to confidentiality, nondisclosure and indemnification agreements with executive officers and directors, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations of any kind, whether written or oral, to which Kitara or Merger Sub Inc. is a party or by or to which any of the properties or assets of Kitara or Merger Sub Inc. may be bound, subject or affected, which either (a) creates or imposes a liability greater than $25,000, or (b) may not be cancelled by Kitara or Merger Sub Inc. on less than 30 days’ or less prior notice (“ Kitara Contracts ”) without penalty. All Kitara Contracts are listed in Schedule 3.8 . Each of the Kitara Contracts which purports by its terms to be in effect is valid and in full force and effect, is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, and will continue to be so immediately following the Effective Date.

3.9 Due Authorization and Enforceability . Each of Kitara and Merger Sub Inc. has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to engage in the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation by Kitara and Merger Sub Inc. of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Kitara and Merger Sub Inc. (including the approval by its respective boards of directors or managers), and no other corporate proceedings on the part of Kitara or Merger Sub Inc. are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the DGCL and the terms and conditions of this Agreement. This Agreement and the other agreements and documents contemplated hereby have been duly authorized, executed and delivered by Kitara and Merger Sub Inc., and each constitutes a valid, legal and binding obligation of Kitara and Merger Sub Inc., enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

3.10 No Conflict . The execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby by Kitara and Merger Sub Inc. and the consummation of the transactions herein and therein contemplated by Kitara and Merger Sub Inc. will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over Kitara or Merger Sub Inc. or any of its properties, (B) any agreement or instrument to which Kitara or Merger Sub Inc. is a party or by which it is bound or to which any of its property is subject, or (C) Kitara’s or Merger Sub Inc.’s Charter Documents, except, as it pertains to clauses (A) and (B), as would not individually or in the aggregate reasonably be expected have a Material Adverse Effect on Kitara or Merger Sub Inc.

3.11 No Consents Required . Except for the filing of the Certificate of Merger with the appropriate authorities pursuant to the DGCL, no consent, approval, authorization or order of, or filing with, any Governmental Entity is required for the execution, delivery and performance of this Agreement by Kitara and Merger Sub Inc. or for the consummation of the transactions contemplated hereby by Kitara and Merger Sub Inc., except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act or Blue Sky Laws , and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which Kitara is licensed or qualified to do business and (ii) where the failure to obtain such consents, approvals, authorizations, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Kitara or Merger Sub Inc. or prevent consummation of the transactions contemplated by this Agreement or otherwise prevent the parties hereto from performing their obligations under this Agreement.

3.12 Capitalization .

(a) As of the date of this Agreement, the authorized capital stock of Kitara consists of 300,000,000 shares of Kitara Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (“ Kitara Preferred Stock ”), of which 61,156,969 shares of Kitara Common Stock are issued and outstanding and no shares of Kitara Preferred Stock are issued and outstanding. All issued and outstanding shares of Kitara Common Stock are fully paid, nonassessable and validly issued in compliance with Applicable Law, federal and state securities laws, and the rules and regulations of the United States Securities and Exchange Commission (“ Commission ”). Other than the Kitara Common Stock and Kitara Preferred Stock, Kitara has no class or series of securities authorized by its Charter Documents.

(b) As of the date of this Agreement, the authorized capital of Merger Sub Inc. consists of 100 shares of common stock, par value $0.0001 per share (“ Merger Sub Inc. Stock ”), of which 10 shares are issued and outstanding. There are no options, warrants, voting agreements or other rights outstanding with respect to the Merger Sub Inc. Stock.

(c) Except as set forth on Schedule 3.12, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from Kitara any shares of Kitara Common Stock or other ownership interest in Kitara.

3.13 Preemptive Rights . There are no statutory or contractual preemptive rights or other rights to subscribe for or to purchase, any securities of Kitara or Merger Sub Inc. pursuant to the Charter Documents of Kitara or Merger Sub Inc. or any agreement or other instrument to which Kitara or Merger Sub Inc. is a party or by which Kitara or Merger Sub Inc. is bound.

3.14 Registration Rights . Except as disclosed in the Kitara SEC Reports, no person has any right to require Kitara to register any shares of Kitara Common Stock under the Securities Act not previously registered.

3.15 Permits . To Kitara’s knowledge, Kitara and Merger Sub Inc. hold, and are operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental or self-regulatory body required for the conduct of their respective business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect; and each of Kitara and Merger Sub Inc. is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.

3.16 Good Title to Property . Except as set forth on Schedule 3.16 , neither Kitara nor Merger Sub Inc. owns or leases any real property or personal property. There are no options or other contracts under which Kitara or Merger Sub Inc. has a right or obligation to acquire or lease any interest in real property or personal property.

3.17 Intellectual Property .

(a) Kitara owns or possesses the Kitara Trademarks (as defined below) or rights thereto necessary for the conduct of its business as now being conducted, except to the extent such failure to own or possess such Kitara Trademarks would not have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.17(a) or as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (A) to the knowledge of Kitara, there is no infringement, misappropriation or violation by third parties of any such Kitara Trademarks; (B) there is no pending or, to Kitara’s knowledge, threatened action, suit, proceeding or claim by others against Kitara challenging the rights of Kitara in or to any such Kitara Trademarks or that Kitara is infringing, misappropriating or otherwise violating any intellectual property or other proprietary rights of another party, and to the knowledge of Kitara, there are no facts which would form a reasonable basis for any such action, suit or claim; and (C) the Kitara Trademarks that are owned by Kitara have not been finally adjudged (without possibility of further appeal) by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and there is no pending or, to Kitara’s knowledge, threatened action, suit, proceeding or claim by others against Kitara challenging the validity or scope of any such Kitara Trademarks. Except as set forth on Schedule 3.17(a) , Kitara is not a party to or bound by any agreements pursuant to which Kitara receives or grants a license or covenant not to sue under the Kitara Trademarks. The term “ Kitara Trademarks ” means the registered trademarks set forth on Schedule 3.17(a) .

(b) Except as set forth on Schedule 3.17(b) , Kitara believes that it owns or possesses other Intellectual Property (as defined below) or rights thereto that may be necessary for the conduct of the business of Kitara as now being conducted (the “ Kitara Intellectual Property ”). No current or former employee, consultant or independent contractor of Kitara has any right, license, claim or interest whatsoever in or with respect to any Kitara Intellectual Property. Except as set forth on Schedule 3.17(b) or as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (A) to the knowledge of Kitara, there is no infringement, misappropriation or violation by third parties of any such Kitara Intellectual Property; (B) there is no pending or, to Kitara’s knowledge, threatened action, suit, proceeding or claim by others against Kitara challenging the rights of Kitara in or to any such Kitara Intellectual Property; (C) the Kitara Intellectual Property has not been finally adjudged (without the possibility of further appeal) by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to Kitara’s knowledge, threatened action, suit, proceeding or claim by others against Kitara challenging the validity or scope of any such Kitara Intellectual Property; (D) there is no pending or, to Kitara’s knowledge, threatened action, suit, proceeding or claim by others against Kitara that Kitara infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of third parties; and Kitara has not received any written notice of such claim and to Kitara’s knowledge, there are no facts which would form a reasonable basis for any such claim; and (E) to Kitara’s knowledge, no current employee of Kitara is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, or nondisclosure agreement. Except as set forth on Schedule 3.17(b) , Kitara is not a party to or bound by any agreements pursuant to which Kitara receives or grants a license or covenant not to sue under the Kitara Intellectual Property.

(c) Kitara has taken all commercially reasonable steps to protect and preserve the confidentiality of all material confidential or non-public information included in the Kitara Intellectual Property.

(d) Kitara has secured from all of its employees, consultants and independent contractors who have been engaged by Kitara or a subsidiary thereof to develop any Kitara Intellectual Property unencumbered and unrestricted exclusive ownership of any intellectual property included within the Kitara Intellectual Property developed by such individuals in the course of their employment or services performed for Kitara that Kitara did not already own by operation of law and such individuals have not retained any rights or licenses with respect thereto, other than moral rights that are not assignable. Without limiting the foregoing, Kitara has obtained proprietary information and invention disclosure and assignment agreements from all current and former employees, consultants and independent contractors of Kitara.

3.18 No Violation . Neither Kitara nor Merger Sub Inc. is (A) in violation of its Charter Documents, (B) in material breach of or otherwise in material default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any Kitara Contract, to which it is subject or by which it may be bound, or to which any of the material property or assets of Kitara or Merger Sub Inc. is subject or (C) in violation of any Legal Requirements with respect to the conduct of its business, the ownership or operation of its business, or the issuance of its capital stock, except for violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on Kitara or Merger Sub Inc.

3.19 Taxes . Each of Kitara and Merger Sub Inc. has timely filed (or requested in good faith an extension to the filing of) all federal, state, local and foreign income and franchise tax returns required to be filed and is not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which such party is contesting in good faith. All such returns are true, correct and complete in all material respects. No audit or other examination of any return of Kitara or Merger Sub Inc. by any tax authority is presently in progress, nor has Kitara or Merger Sub Inc. been notified in writing of any request for such an audit or other examination. Neither Kitara nor Merger Sub Inc. has any liability for any unpaid taxes which have not been accrued for or reserved on Kitara’s or Merger Sub Inc.’s balance sheets included in the financial statements filed with the Kitara SEC Reports, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid taxes that may have been accrued since the end of the most recent fiscal year in connection with the operation of the business of Kitara or Merger Sub Inc. in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Kitara or Merger Sub Inc. or, if any such account is material, it has been accrued on the books and records of Kitara or Merger Sub Inc. in accordance with U.S. GAAP. The exercise price of all Kitara Options is at least equal to the fair market value of the Kitara Common Stock on the date such Kitara Options were granted or repriced, and Kitara has not incurred or will not incur any liability or obligation to withhold taxes under Section 409A of the Code upon the vesting of any Kitara Options.

3.20 No Broker’s Fees . Neither Kitara nor Merger Sub Inc. has incurred any liability, nor will either incur, directly or indirectly, any liability, for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.21 Insurance . Except as set forth on Schedule 3.21 , neither Kitara nor Merger Sub Inc. maintains any insurance policies.

3.22 No Labor Disputes . No labor problem or dispute with the employees of Kitara or Merger Sub Inc. exists, or, to Kitara’s or Merger Sub Inc.’s knowledge, is threatened, which would reasonably be expected to have a Material Adverse Effect. To the knowledge of Kitara, no key employee or significant group of employees of Kitara or Merger Sub Inc. plans to terminate, or has terminated within the past six months employment with Kitara or Merger Sub Inc. Neither Kitara nor Merger Sub Inc. is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Kitara or Merger Sub Inc. and to the knowledge of Kitara, there are no activities or proceedings of any labor union to organize any such employees.

3.23 Defined Benefit Plans . Except as set forth on Schedule 3.23 , neither Kitara nor Merger Sub Inc. maintains, or has any liability under, any ERISA Plan.

3.24 Compliance with Environmental Laws . To the knowledge of Kitara, each of Kitara and Merger Sub Inc. (a) is in compliance with any and all applicable Environmental Laws, (b) has received and is in material compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, and (c) has not received written notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of subsections (a), (b) and (c) of this Section 3.24 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.25 Minute Books . The minute books of Kitara representing all existing records of all meetings and actions of the board of directors (including any committees thereof) and stockholders (collectively, the “ Kitara Corporate Records ”) of Kitara and Merger Sub Inc. since their respective dates of formation through the date of the latest meeting and action have been made available to Health Guru. All such Kitara Corporate Records are complete and accurately reflect, in all material respects, all transactions referred to in such Kitara Corporate Records.

3.26 Foreign Corrupt Practices . To the knowledge of Kitara, neither Kitara, Merger Sub Inc. nor any other person associated with or with the authority to act on behalf of Kitara or Merger Sub Inc., including without limitation any director, officer, agent or employee of Kitara or Merger Sub Inc. has, directly or indirectly, while acting on behalf of Kitara or Merger Sub Inc. (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or failed to disclose fully any contribution in violation of law, (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof, (iii) violated or is in violation of any provision of the FCPA or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payments.

3.27 Money Laundering Laws . To the knowledge of Kitara, the operations of Kitara and Merger Sub Inc. are and have been conducted at all times in compliance in all material respects with applicable Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Kitara or Merger Sub Inc. with respect to the Money Laundering Laws is pending, or to the knowledge of Kitara or Merger Sub Inc., threatened against Kitara or Merger Sub Inc.

3.28 OFAC . None of Kitara or Merger Sub Inc. or, to the knowledge of Kitara or Merger Sub Inc., any director, officer, agent, employee or affiliate of Kitara or Merger Sub Inc., is currently subject to any U.S. sanctions administered by the OFAC.

3.29 Proprietary Information Agreements . Each current employee and officer of Kitara has executed an agreement with Kitara regarding the protection of Kitara’s confidentiality and proprietary information. To the knowledge of Kitara, none of its current employees or officers is in material violation thereof. To the knowledge of Kitara, no former employee failed to execute similar agreements with Kitara, and no such former employee is in violation of any such agreement.

3.30 Solvency . Kitara has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; or (e) made an offer of settlement, extension or composition to its creditors generally.

3.31 Related Party Transactions . Except as disclosed in the Kitara SEC Reports, no employee, officer, member, stockholder or director of Kitara or Merger Sub Inc. (each an “ Kitara Related Party ” and collectively, the “ Kitara Related Parties ”) is indebted to Kitara or Merger Sub Inc., nor is Kitara or Merger Sub Inc. indebted (or committed to make loans or extend or guarantee credit) to any of them. To Kitara’s knowledge, except as set forth on Schedule 3.31 , no Kitara or Merger Sub Inc. Related Party has any direct or indirect ownership interest in any firm or corporation with which Kitara or Merger Sub is affiliated or with which Kitara or Merger Sub Inc. has a business relationship, or any firm or corporation that competes with Kitara or Merger Sub Inc., except that Related Parties may own stock in publicly traded companies that may compete with Kitara Media, Health Guru or Kitara. To the best of Kitara’s knowledge, except as disclosed in the Kitara SEC Reports or as set forth on Schedule 3.29 , no Kitara Related Party is, directly or indirectly, interested in any Kitara Contract with Kitara or Merger Sub Inc. (other than such contracts as relate to any such person’s ownership of capital stock or other securities of Kitara or such person’s employment with Kitara).

3.32 Representations and Warranties Complete . The representations and warranties of Kitara and Merger Sub Inc. included in this Agreement and in any Schedule hereto are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

3.33 Survival of Representations and Warranties . The representations and warranties of Kitara and Merger Sub Inc. set forth in this Agreement shall survive until, and shall terminate and be of no further force or effect on, the Escrow release date.

3.34 No Implied Representation . None of Kitara or Merger Sub Inc. is making any representation or warranty whatsoever, express or implied, except those representations and warranties of Kitara and Merger Sub Inc. contained in this Agreement or in any of the Schedules hereto.

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1 Blue Sky Compliance . Kitara shall use its commercially reasonable efforts to avail itself of any exemptions or to qualify or otherwise register the shares of Kitara Common Stock to be issued pursuant to the Merger under the securities or Blue Sky Laws of every jurisdiction of the United States in which a Health Guru stockholder has an address on the records of Health Guru on the record date for determining Health Guru stockholders entitled to notice of and to vote on the Merger, except any such jurisdiction with respect to which counsel for Kitara has determined that such qualification is not required under the securities or Blue Sky Laws of such jurisdiction.

4.2 Directors and Officers of Kitara After Merger . Immediately after the Effective Date, the Board of Directors and Officers of Kitara will be made up of the individuals set forth on Schedule 4.2 , each to serve until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of Kitara, and Kitara shall, prior to the Closing, use its best efforts to implement the foregoing, including by using its best efforts to obtain resignations from the existing members of the Board of Directors and Officers of Kitara.

4.3 Other Actions .

(a) As promptly as practicable after execution of this Agreement and the Closing (but no later than four (4) business days thereafter), Kitara shall prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Closing (the “ Merger Form 8-K ”). Concurrently with the execution of this Agreement and the Closing, Kitara and Health Guru shall also mutually agree on and issue a press release announcing the execution of this Agreement and the Closing (the “ Merger Press Release ”).

(b) Kitara and Health Guru shall cooperate with each other to prepare the Merger Form 8-K and to include such other information that may be required to be disclosed with respect to the Merger in any report or form to be filed with the SEC.

(c) Kitara and Health Guru shall further cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity.

4.4 Required Information .

(a) In connection with the preparation of the Merger Form 8-K and the Merger Press Release, or any other statement, filing notice or application made by or on behalf of Kitara and/or Health Guru to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “ Reviewable Document ”), and for such other reasonable purposes, Kitara and Health Guru each shall, upon request by any of the other parties, furnish the other parties with all information concerning themselves, their respective directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara or Health Guru, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Law.

(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).

(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.

4.5 Confidentiality . Any confidentiality agreement previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information (“ Confidential Information ”) received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. A party may disclose the Confidential Information to its financial advisors, accountants, counsel and other representatives (collectively “ Advisors ”), provided that such Advisors agree to be bound by the provisions of this Section 4.5 and the party disclosing Confidential Information to its Advisors is responsible for such Advisor’s compliance with this Section 4.5. Such confidentiality obligations will not apply to (i) information which was known to a party or its respective agents prior to receipt from the other party; (ii) information which is or becomes generally known other than by breach of the covenants set forth in this Section 4.5; (iii) information acquired by a party or its respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law.

4.6 Commercially Reasonable Efforts . Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iii) defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Kitara and its board of directors and Health Guru and its board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Kitara or Health Guru to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them or their Affiliates to conduct their business or to own or exercise control of such assets, properties and stock.

4.7 Lock Up Agreements; Sale Restrictions . Prior to the Closing Date, each officer, director and stockholder of Health Guru receiving Kitara Common Stock in the Merger (other than the Persons that may receive shares of Kitara Common Stock from the Bonus Pool) will execute and deliver to Kitara a Lock Up Agreement. As a condition to each such Person’s receipt of shares of Kitara Common Stock from the Bonus Pool, such Person shall execute and deliver to Kitara a Lock Up Agreement. Except as heretofore agreed to by Kitara, no Transfers of Kitara Common Stock issued as a result of the Merger shall be made by any of the foregoing individuals or entities during the period prescribed by and as otherwise permitted pursuant by the Lock Up Agreements.

4.8 No Securities Transactions . Except for certain gifts of Kitara Common Stock issued as a result of the Merger which have heretofore been agreed to by Kitara, none of Health Guru or the Signing Holders, nor any of their respective Affiliates, directly or indirectly, shall engage in any transactions involving the securities of Kitara prior to the time of the making of a public announcement of the transactions contemplated by this Agreement. Health Guru shall use its commercially reasonable efforts to require each of the Signing Holders and each of Health Guru’s officers, directors, employees, agents, advisors, contractors, associates, clients, customers and representatives, to comply with the foregoing requirement.

4.9 Charter Protections; Directors’ and Officers’ Liability Insurance .

(a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of Health Guru as provided in the Charter Documents of Health Guru or in any indemnification agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms.

(b) If Kitara or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Kitara assume the obligations set forth in this Section 4.9.

(c) Kitara agrees to continue the directors’ and officers’ liability insurance currently in place at Health Guru or obtain and maintain directors’ and officers’ liability insurance covering the matters set forth in Section 4.9(a) above for a period of three years.

(d) The provisions of this Section 4.9 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of Health Guru for all periods ending on or before the Closing Date and may not be changed without the consent of each such Person.

4.10 Insider Loans; Equity Ownership in Subsidiaries . Health Guru shall use its reasonable best efforts to cause each Insider of Health Guru or its respective subsidiaries to, at or prior to Closing (i) repay to Health Guru any loan by Health Guru to such Person and any other amount owed by such Person to Health Guru; (ii) cause any guaranty or similar arrangement pursuant to which Health Guru has guaranteed the payment or performance of any obligations of such Person to a third party to be terminated; and (iii) cease to own any direct equity interests in any subsidiary of Health Guru or in any other Person that utilizes the name “ Health Guru.com ,” or any other names comprising the Health Guru Intellectual Property or any derivative thereof.

4.11 Access to Financial Information . Health Guru will, and will cause its auditors to (a) continue to provide Kitara and its advisors access to all of Health Guru’s financial information used in the preparation of the Health Guru Financial Statements and (b) cooperate fully with any reviews performed by Kitara or its advisors of any such financial statements or information.

4.12 Financing . Contemporaneous with the Closing, Kitara shall have raised at least $2 million of equity capital (in excess of that raised in June 2013) through the sale of Kitara capital stock at a price mutually acceptable to Kitara and Health Guru.

4.13 Registration Rights . Within six (6) months of the Closing, Kitara shall (i) file a registration statement (“ Registration Statement ”) with the Commission covering the resale by the Health Guru stockholders of the shares of Kitara Common Stock to be received in the Merger (“ Registrable Securities ”), (ii) use its best efforts to have such Registration Statement declared effective as promptly as practicable thereafter, and (iii) keep the Registration Statement effective until (1) the date on which the Registrable Securities may be resold by the Health Guru stockholders without registration under the Securities Act and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (2) all of the Registrable Securities have been sold pursuant to the Registration Statement or Rule 144 under the Securities Act or any other rule of similar effect; provided, however, that notwithstanding this obligation on the part of Kitara to register the resale of the Registrable Securities and to keep the Registration Statement effective, there is no assurance that Kitara will be able to have the Registration Statement declared effective and keep the Registration Statement effective until the Health Guru stockholders have sold all the Registrable Securities owned by them registered thereon. Kitara’s obligation to register the Registrable Securities pursuant to the Registration Statement shall be subject to the Health Guru stockholders’ delivery to Kitara of such information regarding the Health Guru stockholders, the securities of Kitara held by the Health Guru stochkolders, and the intended method of disposition of the Registrable Securities as reasonably required by Kitara to effect the registration of such Registrable Securities. Kitara shall, promptly upon receipt of notice of a transfer by a Health Guru stockholder, add to the Registration Statement any transferee of the shares of Kitara Common Stock. In connection with such Registration Statement, Kitara shall pay all customary fees and expenses incident to such Registration Statement, including the reasonable fees and disbursements of one counsel for all holders of Registrable Securities but excluding any underwriting discounts or commissions attributable to the sale of the Registrable Securities. In addition, the holders of Registrable Securities shall have piggyback registration rights and shelf takedown rights equivalent to those provided by Kitara to Selling Source, LLC and Robert Regular pursuant to that certain Registration Rights Agreement dated as of July 1, 2013 by and among Kitara and such persons.

4.14 Option Plan . Contemporaneous with the Closing, Kitara will adopt the 2013 Long-Term Incentive Equity Plan in the form heretofore provided to Health Guru (the “ Option Plan ”) for the benefit of the officers, directors and employees of Kitara and its Subsidiaries following the Merger.

ARTICLE V

CLOSING DELIVERABLES

5.1 Kitara Deliverables . At or prior to Closing, Kitara shall have delivered to Health Guru:

(a) the consents, waivers and approvals set forth on Schedule 5.1(a);

(b) (i) copies of resolutions and actions taken by Kitara’s and Merger Sub Inc.’s board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, (ii) such other documents or certificates as shall reasonably be required by Health Guru and its counsel in order to consummate the transactions contemplated hereunder, and (iii) a certificate attesting to the incumbency of the officers of Kitara and Merger Sub Inc.;

(c) Employment Agreements between the individuals set forth on Schedule 5.1(c) on the one hand and Kitara on the other, effective as of the Closing, providing for mutually agreed upon cash and equity compensation components, in form and substance mutually and reasonably agreed to by Kitara and Health Guru (the “Employment Agreements”) duly executed by Kitara;

(d) the Escrow Agreement duly executed by Kitara;

(e) the Option Plan; and

(f) an opinion of Graubard Miller, counsel to Kitara.

5.2 Health Guru Deliverables . At or prior to the Closing, Health Guru shall have delivered to Kitara:

(a) the consents, waivers and approvals set forth on Schedule 5.2(a);

(b) (i) copies of resolutions and actions taken by the directors and stockholders of Health Guru in connection with the approval of this Agreement and the transactions contemplated hereunder, (ii) such other documents or certificates as shall reasonably be required by Kitara and its counsel in order to consummate the transactions contemplated hereunder, and (iii) a certificate attesting to the incumbency of the officers of Health Guru;

(d) the Lock Up Agreements duly executed by each officer, director and stockholder of Health Guru receiving Kitara Common Stock in the Merger (other than the Persons that may receive shares of Kitara Common Stock from the Bonus Pool);

(e) an opinion of Reitler Kailas & Rosenblatt LLC, counsel to Health Guru;

(f) the Escrow Agreement duly executed by the Representative; and

(g) the Representation Letters duly executed by each stockholder of Health Guru receiving Kitara Common Stock in the Merger (other than the Persons that may receive shares of Kitara Common Stock from the Bonus Pool) , all of whom shall have indicated that they are “accredited investors” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification of Kitara .

(a) Subject to the terms and conditions of this Article VI (including without limitation the limitations set forth in Section 6.4), Kitara and its representatives, successors and permitted assigns (the “ Kitara Indemnitees ”) shall be indemnified, defended and held harmless with respect to the matters under Sections 6.1(a)(i), 6.1(a)(ii) and 6.1(a)(iii), below, but only to the extent of the Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Kitara Indemnitee by reason of, arising out of or resulting from:

(i) the inaccuracy or breach of any representation or warranty of Health Guru or the Signing Holders contained in this Agreement, any Schedule or any certificate delivered by Health Guru to Kitara pursuant to this Agreement with respect hereto or thereto in connection with the Closing;

(ii) the non-fulfillment or breach of any covenant or agreement of Health Guru or any of the Signing Holders contained in this Agreement; and

(iii) the matter listed in Schedule 2.7.

(b) As used in this Article VI, the term “ Losses ”, subject to Section 6.4(e) hereof, shall include all actual losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable out-of-pocket legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which the Kitara Indemnitees may be entitled to indemnification pursuant to this Article VI, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words.

(c) To the extent that any Losses that are subject to indemnification pursuant to this Article VI are covered by insurance, Kitara shall use reasonable best efforts to obtain the maximum recovery under such insurance; provided that the Kitara Indemnitees shall nevertheless be entitled to bring a claim for indemnification under this Article VI in respect of such Losses and the time limitations set forth in Section 6.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by Kitara for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Representative. If Kitara has received the payment required by this Agreement from the Representative in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative and shall pay to the Representative, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Representative pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

(d) To the extent that any Losses that are subject to indemnification pursuant to this Article VI create any income tax benefit to Kitara, the amount of any Loss shall be reduced by the amount of income tax benefit to such party as a result of the payment or incurrence of such Loss.

6.2 Indemnification of Signing Holders .

(a) Subject to the terms and conditions of this Article VI (including without limitation the limitations set forth in Section 6.4), each of the Signing Holders and their respective representatives, successors and permitted assigns (the “ Signing Holder Indemnitees ” and, together with the Kitara Indemnitees, the “ Indemnitees ”) shall be indemnified, defended and held harmless with respect to the matters under Sections 6.2(a)(i) and 6.2(a)(ii), below, but only to the extent of the Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Kitara Indemnitee by reason of, arising out of or resulting from:

(i) the inaccuracy or breach of any representation or warranty of Kitara or Merger Sub Inc. contained in this Agreement, any Schedule or any certificate delivered by Kitara pursuant to this Agreement with respect hereto or thereto in connection with the Closing; and

(ii) the non-fulfillment or breach of any covenant or agreement of Kitara or Merger Sub Inc. contained in this Agreement.

(b) To the extent that any Losses that are subject to indemnification pursuant to this Article VI are covered by insurance, the Representative shall use reasonable best efforts to obtain the maximum recovery under such insurance; provided that the Signing Holder Indemnitees shall nevertheless be entitled to bring a claim for indemnification under this Article VI in respect of such Losses and the time limitations set forth in Section 6.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by the Representative on behalf of the Signing Holders for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by Kitara. If the Representative has received the payment required by this Agreement from Kitara in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then he shall hold such proceeds or other amounts in trust for the benefit of the Signing Holders and shall pay to Kitara, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from Kitara pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated.

(c) To the extent that any Losses that are subject to indemnification pursuant to this Article VI create any income tax benefit to the Signing Holders, the amount of any Loss shall be reduced by the amount of income tax benefit to such party(ies) as a result of the payment or incurrence of such Loss.

(d) Under all circumstances, the Signing Holders shall act solely through the Representative, and the Representative’s determination with respect to all matters under this Article VI shall be final and binding on each Signing Holder.

6.3 Indemnification of Third Party Claims .

(a) Third-Party Claims Against the Kitara Indemnitees . The indemnification obligations and liabilities of the Signing Holders (the “ Signing Holder Indemnifying Party(ies) ”) under this Article VI with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against a Kitara Indemnitee by a Person other than Health Guru or a Signing Holder (a “ Kitara Third Party Claim ”) shall be subject to the following terms and conditions:

(i) Notice of Claim . Kitara will give the Representative, as representative of the Signing Holder Indemnifying Parties prompt written notice (a “ Kitara Notice of Claim ”) after receiving written notice of any Kitara Third Party Claim or discovering the liability, obligation or facts giving rise to such Kitara Third Party Claim which Kitara Notice of Claim shall set forth (i) a brief description of the nature of the Kitara Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance, and the Representative shall be entitled to participate in the defense of the Kitara Third Party Claim at its expense.

(ii) Defense . The Representative shall have the right, at its option (subject to the limitations set forth in subsection 6.3(a)(iii) below) and at the Signing Holders’ joint expense (calculated on a pro rata ownership basis as of the Closing), by written notice to Kitara, to assume the entire control of, subject to the right of Kitara to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Kitara Third Party Claim as to which such Kitara Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to Kitara to be the lead counsel in connection with such defense. If the Representative is permitted and elects to assume the defense of a Kitara Third Party Claim:

(A) The Representative shall diligently and in good faith defend such Kitara Third Party Claim and shall keep Kitara reasonably informed of the status of such defense; provided, however, that Kitara shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned except to the extent the settlement relates solely to monetary damages that are indemnified fully under Section 6.1 by delivery of Escrow Shares under the Escrow Agreement or otherwise; and

(B) Kitara shall cooperate fully in all respects with the Representative in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and Kitara shall make available to the Representative all pertinent information and documents under its control.

(iii) Limitations of Right to Assume Defense . The Representative shall not be entitled to assume control of such defense and, subject to the limitations of Section 6.4, shall pay the reasonable fees and expenses of one counsel retained by Kitara if the Kitara Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation.

(b) Third-Party Claims Against the Signing Holder Indemnitees . The indemnification obligations and liabilities of Kitara (the “Kitara Indemnifying Party ” and sometimes together with the Signing Holder Indemnifying Party(ies), as indemnifying party under this Article VI, an “ Indemnifying Party ”) under this Article VI with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against a Signing Holder Indemnitee by a Person other than Kitara (a “ Signing Holder Third Party Claim ”) shall be subject to the following terms and conditions:

(i) Notice of Claim . The Signing Holders, acting through the Representative, will give the Kitara Indemnifying Party prompt written notice (a “ Signing Holder Notice of Claim ” and together with a Kitara Notice of Claim, a “ Notice of Claim ”) after receiving written notice of any Signing Holder Third Party Claim or discovering the liability, obligation or facts giving rise to such Signing Holder Third Party Claim which Signing Holder Notice of Claim shall set forth (i) a brief description of the nature of the Signing Holder Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance, and Kitara shall be entitled to participate in the defense of the Signing Holder Third Party Claim at its expense.

(ii) Defense . Kitara shall have the right, at its option (subject to the limitations set forth in subsection 6.3(b)(iii) below) and at Kitara’s expense, by written notice to the Representative, to assume the entire control of, subject to the right of the Representative to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Signing Holder Third Party Claim as to which such Signing Holder Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Representative to be the lead counsel in connection with such defense. If Kitara is permitted and elects to assume the defense of a Signing Holder Third Party Claim:

(A) Kitara shall diligently and in good faith defend such Signing Holder Third Party Claim and shall keep the Representative reasonably informed of the status of such defense; provided, however, that the Representative shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned except to the extent the settlement relates solely to monetary damages that are indemnified fully under Section 6.1 by delivery of Escrow Shares under the Escrow Agreement or otherwise; and

(B) The Representative and the Signing Holders shall cooperate fully in all respects with Kitara in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Representative shall make available to Kitara all pertinent information and documents under its control.

(iii) Limitations of Right to Assume Defense . Kitara shall not be entitled to assume control of such defense and, subject to the limitations of Section 6.4, shall pay the reasonable fees and expenses of one counsel retained by the Representative if the Signing Holder Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation.

(c) Other Limitations . Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data shall not constitute a defense (in whole or in part) to any Third Party Claim by an Indemnitee against an Indemnifying Party shall not affect such Indemnifying Party’s duty or obligations under this Article VI, except to the extent (and only to the extent that) such failure shall have adversely affected the ability of the Indemnifying Party to defend against or reduce its liability or caused or increased such liability or otherwise caused the damages for which the Indemnifying Party is obligated to be greater than such damages would have been had the Indemnitee given the Indemnifying Party prompt notice hereunder. So long as the Indemnifying Party is defending any such action actively and in good faith, the Indemnitee shall not settle such action. The Indemnitee shall make available to the Indemnifying Party all relevant records and other relevant materials required by them and in the possession or under the control of Indemnitee, for the use of the Indemnifying Party and its representatives in defending any such action, and shall in other respects give reasonable cooperation in such defense.

(d) Failure to Defend . If the Indemnifying Party, reasonably promptly after receiving a Notice of Claim, fails to defend such Third Party Claim actively and in good faith, the Indemnitee, subject to the limitations of Section 6.4, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that Indemnifying Party shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned.

(e) Indemnitee Rights . Anything in this Section 6.3 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnitee, settle or compromise any action or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to each of the Indemnitees of a full and unconditional release from all liability and obligation in respect of such action without any payment by any Indemnitee.

(f) Indemnifying Party Consent . Unless the Indemnifying Party has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss; provided that in respect of the Indemnifying Parties, such amount shall be determined in accordance with the provisions of the Escrow Agreement.

6.4 Limitations on Indemnification .

(a) Survival; Time Limitation . The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by an Indemnifying Party to an Indemnitee in connection with this Agreement shall survive the Closing until the Escrow Release Date (the “ Survival Period ”).

(b) Any indemnification claim made by Indemnitee in writing prior to the termination of the Survival Period shall be preserved despite the subsequent termination of the Survival Period and any claim set forth in a Notice of Claim sent prior to the expiration of such Survival Period shall survive until final resolution thereof. Except as set forth in the immediately preceding sentence, (i) no claim for indemnification under this Article VI shall be brought after the end of the Survival Period, and (ii) the indemnification rights of an Indemnitee under this Article VI shall terminate and be of no further force or effect.

(c) Deductible . No amount shall be payable under this Article VI unless and until the aggregate amount of all indemnifiable Losses otherwise payable exceeds $250,000 (the “ Deductible ”), in which event the amount payable shall be only the amount in excess of the Deductible; provided that any Losses incurred as a result of an indemnification claim made pursuant to Section 6.1(a)(iii) shall be doubled and then applied against the Deductible.

(d) Aggregate Amount Limitation . The aggregate liability for Losses pursuant to Section 6.1 shall not in any event exceed the Escrow Shares.

(e) No Special or Consequential Damages . In no event shall Losses be deemed to include any special, indirect, consequential or punitive damages.

(f) Signing Holder Limitation . To the extent that any indemnity claim by the Kitara Indemnitees relates to the inaccuracy or breach of any representation or warranty of the Signing Holders or the non-fulfillment or breach of any covenant or agreement of the Signing Holders, the Kitara Indemnitees’ sole remedy hereunder shall be to the Escrow Shares owned by the particular Signing Holder whose inaccuracy, breach or non-fulfillment is the subject of such claim.

6.5 Exclusive Remedy . Kitara on behalf of itself and the other Kitara Indemnitees, hereby acknowledges and agrees that, from and after the Closing, the sole remedy of the Kitara Indemnitees with respect to any and all claims for money damages arising out of or relating to this Agreement, and the transactions contemplated hereby, shall be pursuant and subject to the requirements of the indemnification provisions set forth in this Article VI. Notwithstanding any of the foregoing, nothing contained in this Article VI shall in any way impair, modify or otherwise limit a Kitara Indemnitee’s right to bring any claim, demand or suit against the other party based upon such other party’s actual fraud (not including negligent misrepresentation).

6.6 Adjustment to Purchase Price . Amounts paid for indemnification under this Article VI shall be deemed to be an adjustment to the “purchase price” paid to the stockholders of Health Guru in connection with Merger, except as otherwise required by Applicable Law.

6.7 Representative Capacities; Application of Escrow Shares . The parties acknowledge that the Representative’s obligations under this Article VI are solely as a representative of the Signing Holders in the manner set forth in the Escrow Agreement with respect to the obligations to indemnify the Indemnitees under this Article VI and that the Representative shall have no personal responsibility for any expenses incurred by it in such capacity and that all payments to the Indemnitees as a result of such indemnification obligations shall be made solely from, and to the extent of, the Escrow Shares. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be borne in the first instance by Kitara, which may make a claim for reimbursement thereof against the Escrow Shares upon the claim with respect to which such expenses are incurred becoming an Established Claim (as defined in the Escrow Agreement). The parties further acknowledge that all actions to be taken by the Kitara Indemnitees pursuant to this Article VI shall be taken on their behalf by Kitara in accordance with the provisions of the Escrow Agreement. The Escrow Agent, pursuant to the Escrow Agreement after the Closing, may apply all or a portion of the Escrow Shares to satisfy any claim for indemnification pursuant to this Article VI. The Escrow Agent will hold the remaining portion of the Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto. Notwithstanding anything to the contrary contained herein, all Escrow Shares remaining in escrow following the Final Escrow Release Date in excess of the Escrow Shares necessary to satisfy any timely filed claim for indemnification shall be released and delivered to the Persons entitled to them on such date. Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to Health Guru or any Signing Holder or any party hereto for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative. Kitara shall defend, indemnify and hold harmless the Representative for all losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of their duties and obligations under this Agreement, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Representative.

ARTICLE VII

DEFINED TERMS

Terms defined in this Agreement are organized alphabetically as follows, together with the Section and, where applicable, paragraph, number in which the definition of each such term is located:

“Advisors”		Section 4.5
“Affiliate”		Section 7.1(g)
“Agreement”		Heading
“Applicable Law”		Recital A
“Blue Sky Laws”		Section 1.13(b)(iv)
“Certificate of Merger”		Section 1.2
“Certificates”		Section 1.6(a)
“Charter Documents”		Section 7.1(i)
“Closing Date”		Section 1.2
“Closing”		Section 1.2
“Code”		Section 1.9
“Commission”		Section 3.12(a)
“Confidential Information”		Section 4.5
“Deductible”		Section 6.4(c)
“DGCL”		Recital A
“Dissenting Shares”		Section 1.16(b)
“Effective Date”		Section 1.2
“Effective Time”		Section 1.2
“Employee Pool”		Section 1.14
“Employment Agreements”		Section 5.1(c)
“Environmental Laws”		Section 2.24
“ERISA Plan”		Section 2.23
“ERISA”		Section 2.23
“Escrow Agent”		Section 1.11
“Escrow Agreement”		Section 1.11
“Escrow Release Date”		Section 1.11
“Escrow Shares”		Section 1.11
“Exchange Act”		Section 1.13(b)(iv)
“FCPA”		Section 2.26
“Financing”		Section 4.12
“Governmental Entity		Section 7.1(i)
“Indemnifying Party”		Section 6.3(b)
“Indemnitees”		Secton 6.2(a)
“Independent Auditor”		Section 6.16
“Health Guru Capital Stock”		Section 1.5(a)
“Health Guru Certificates”		Section 1.6(a)
“Health Guru Contracts”		Section 2.8
“Health Guru Corporate Records”		Section 2.25
“Health Guru Financial Statements”		Section 2.3
“Health Guru Intellectual Property”		Section 2.17(b)

“Health Guru Options and Warrants”		Section 1.8
“Health Guru Preferred Stock”		Section 2.12
“Health Guru Related Parties”		Section 2.31
“Health Guru Related Party”		Section 2.31
“Health Guru Schedule”		ARTICLE II
“Health Guru Trademarks”		Section 2.17(a)
“Health Guru”		Heading
“Signing Holder”		Heading
“Kitara Common Stock”		Section
“Kitara Contracts”		Section 3.8
“Kitara Corporate Records”		Section 3.25
“Kitara Indemnifying Party”		Section 6.3(b)
“Kitara Indemnitees”		Section 6.1(a)
“Kitara Intellectual Property”		Section 3.17(b)
“Kitara Notice of Claim”		Section 6.3(a)(i)
“Kitara Preferred Stock”		Section 3.12(a)
“Kitara Related Parties”		Section 3.31
“Kitara Related Party”		Section 3.31
“Kitara Schedule”		ARTICLE III
“Kitara SEC Reports”		Section 3.3(a)
“Kitara Third Party Claim”		Section 6.3(a)
“Kitara Trademarks”		Section 3.17(a)
“Kitara”		Heading
“knowledge”		Section 7.1(e)
“Legal Requirements”		Section 7.1(c)
“Lien”		Section 7.1(f)
“Lock Up Agreements”		Section 1.14
“Lock Up Expiration Date”		Section 1.13(b)(viii)
“Losses”		Section 6.1(b)
“Material Adverse Change”		Section 7.1(b)
“Material Adverse Effect”		Section 7.1(a)
“Merger Form 8-K”		Section 4.3(a)
“Merger Press Release”		Section 4.3(a)
“Merger Sub Inc.”		Heading
“Merger Sub Inc. Stock”		Section 3.12(b)
“Merger”		Recital A
“Money Laundering Laws”		Section 2.27
“Notice of Claim”		Section 6.3(b)(i)
“OFAC”		Section 2.28
“Option Plan”		Section 4.14
“Person”		Section 7.1(d)
“Registrable Securities”		Section 4.13
“Registration Statement”		Section 4.13
“Representation Letters”		Section 1.15

“Representative”		Section 1.12
“Reviewable Document”		Section 4.4(a)
“Sarbanes-Oxley Act”		Section 3.3(a)
“Securities Act”		Section 1.13(b)(iv)
“Signing Holder Indemnifying Party(ies)”		Section 6.3(a)
“Signing Holder Indemnitees”		Section 6.2(a)
“Signing Holder Notice of Claim”		Section 6.3(b)(i)
“Signing Holder Signature Page”		Heading
“Signing Holder Third Party Claim”		Section 6.3(b)
“Signing Holders”		Heading
“Survival Period”		Section 6.4(a)
“Surviving Subsidiary”		Section 1.1
“Transfer”		Section 1.13(b)(viii)
“U.S. GAAP”		Section 2.3
“2010 Healthcare Law”		Section 2.23

7.1 Interpretation . The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to a Schedule, such reference shall be to a Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all direct and indirect Subsidiaries of such entity. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. For purposes of this Agreement:

(a) the term “ Material Adverse Effect ” when used in connection with Kitara or Health Guru, as the case may be, means any change, event, or occurrence, individually or when aggregated with other changes, events, or occurrences, that is materially adverse to the business, properties, financial condition, results of operations or prospects of Kitara or Health Guru, as applicable, and their respective Subsidiaries, taken as a whole; provided however that none of the following alone or in combination shall be deemed, in and of itself, to constitute a Material Adverse Effect: any changes, events, occurrences or effects arising out of, resulting from or attributable to (A) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, (B) earthquakes, hurricanes, tornados or other natural disasters, (C) changes attributable to the public announcement or pendency of the transactions contemplated hereby, (D) changes in the general national or regional economic conditions, (E) any actions arising from actions that Kitara or Health Guru are required to take hereunder; (F) changes in Legal Requirements after the date hereof, (G) changes in accounting principles applicable to Kitara or Health Guru resulting from changes in U.S. GAAP after the date of this Agreement; or (H) changes in the industries in which Kitara or Health Guru operates or the capital, financing banking or currency markets to the extent they do not disproportionately affect Kitara or Health Guru as compared to similarly situated companies operating in such industries.

(b) the term “ Material Adverse Change ” when used in connection with Kitara or Health Guru, as the case may be, means: (i) the incurrence of any material liabilities or obligations, direct or contingent, or the entry into any material transactions, or the declaration or payment of any dividends or distributions of any kind with respect to its capital stock; (ii) any change in the capital stock (other than a change in the number of outstanding shares due to the issuance of shares upon the exercise of outstanding options or warrants); (iii) any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options or other equity awards pursuant to outstanding equity incentive plans existing on the date hereof); or (iv) any material adverse change in the business, properties, financial condition, results of operations or prospects of such entity.

(c) the term “ Legal Requirements ” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and all requirements set forth in the applicable Kitara Contracts or Health Guru Contracts;

(d) the term “ Person ” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity;

(e) the term “ knowledge ” means actual knowledge or awareness as to a specified fact or event of the Persons listed in Schedule 7.2(e) ;

(f) the term “ Lien ” means any mortgage, pledge, security interest, encumbrance, lien, restriction or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest);

(g) the term “ Affiliate ” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

(h) the term “ Governmental Entity ” shall mean any United States federal or state court, administrative agency, commission, governmental or regulatory authority or similar body; and

(i) the term “ Charter Documents ” when used in connection with Kitara or Health Guru, as the case may be, means such entity’s certificate of incorporation and bylaws, as amended from time to time.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

if to Kitara, to:

Kitara Media Corp.

525 Washington Blvd., Suite 2620

Jersey City, New Jersey 07310

Facsimile:

Attn: Robert Regular

Email: bob@kitaramedia.com

with a copy to:

Graubard Miller

405 Lexington Avenue

New York, New York 10174-1901

Facsimile: 212-818-8881

Attn: David Alan Miller and Jeffrey M. Gallant

Email (which will not constitute notice): dmiller@graubard.com and jgallant@graubard.com

if to Health Guru to:

Health Guru Media, Inc.

524 Broadway, 3rd Floor

New York, NY 10012

Facsimile:

Attn: Joshua Silberstein

Email:jsilberstein@healthguru.com

with a copy to:

Reitler Kailas & Rosenblatt LLC

885 Third Avenue

New York, NY 10022

Facsimile: 212-371-5500

Attn: Michael Hirschberg

Email (which will not constitute notice): mhirschberg@reitlerlaw.com

if to the Representative:

Reitler Kailas & Rosenblatt LLC

885 Third Avenue

New York, NY 10022

Facsimile: 212-371-5500

Attn: Michael Hirschberg

Email (which will not constitute notice): mhirschberg@reitlerlaw.com

8.2 Counterparts; Electronic Delivery . This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery by facsimile or electronic transmission to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

8.3 Entire Agreement; Third Party Beneficiaries . This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, negotiations, discussions, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the term sheet between Kitara and Health Guru executed on or about October 22, 2013 is hereby terminated in its entirety and shall be of no further force and effect; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement). Each party hereto agrees that, except for the representations and warranties contained in this Agreement, none of the parties makes any other representations or warranties, and each hereby disclaims any other representations or warranties, express or implied, or as to the accuracy or completeness of any other information made by, or made available by, itself or any of its representatives with respect to, or in connection with, the negotiation, execution or delivery of this Agreement or the transactions contemplated hereby.

8.4 Severability . In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

8.5 Other Remedies; Specific Performance . Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

8.6 Governing Law . This Agreement shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

8.7 Jurisdiction . EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF NEW YORK OF THE STATE OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 10.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 8.1. Such service of process shall have the same effect as if the party being served were a resident of the State of New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

8.8 Rules of Construction . The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

8.9 Assignment . No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the first sentence of this Section 8.9, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.10 Amendment . This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

8.11 Extension; Waiver . At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

8.12 Currency . All references to currency amounts in this Agreement shall mean United States dollars.

8.13 Schedules . The information furnished in the Schedules is arranged in sections corresponding to the Sections of this Agreement, and the disclosures in any section of the Schedules shall qualify (a) the corresponding Section of this Agreement and (b) other Sections of this Agreement to the extent (notwithstanding the absence of a specific cross-reference), that it is clear from a reasonable reading of the Schedules and such other Sections of this Agreement that such disclosure is also applicable to such other Sections of this Agreement. The Schedules and the information and disclosures contained in such Schedules are intended only to qualify and limit the representations and warranties of the parties contained in this Agreement and shall not be deemed to expand in any way the scope of any such representation or warranty. The inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment that such information is material or outside the ordinary course of business. The inclusion of any fact or information in a Schedule is not intended to be construed as an admission or concession as to the legal effect of any such fact or information in any proceeding between any party and any Person who is not a party.

[ Signature page follows .]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

	KITARA MEDIA CORP.

	By:	/s/ Robert Regular
		Name: Robert Regular
		Title: CEO


	KITARA MERGER SUB INC.

	By:	/s/ Robert Regular
		Name: Robert Regular
		Title: CEO


	HEALTH GURU MEDIA, INC.

	By:	/s/ Joshua Silberstein
		Name: Joshua Silberstein
		Title: Chief Executive Officer

SIGNING HOLDER SIGNATURE PAGE

By his, her or its execution of this Agreement, the following Signing Holder, in his, her or its capacity as a stockholder of Health Guru hereby approves and adopts this Agreement and authorizes Health Guru, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement. Such execution shall be deemed to be action taken by the written consent of such Signing Holder for purposes of the DGCL.

/s/

Signature

Name:

Address:

Exhibit 10.1

ESCROW AGREEMENT

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, Kitara Media Sub, Inc. (“ Merger Sub Inc. ”), Health Guru and certain of the HG Stockholders are parties to the Merger Agreement and Plan of Reorganization, dated as of December 3, 2013 (the “ Merger Agreement ”), pursuant to which Merger Sub Inc. has merged with and into Health Guru with Health Guru surviving the merger and becoming a wholly-owned subsidiary of Kitara. Pursuant to the Merger Agreement, Kitara is to be indemnified in certain respects by the HG Stockholders and the HG Stockholders are to be indemnified in certain respects by Kitara. The parties desire to establish an escrow fund as collateral security for the foregoing indemnification obligations. The Representative has been designated pursuant to the Merger Agreement to represent the HG Stockholders and each Permitted Transferee (as hereinafter defined) of the HG Stockholders (the HG Stockholders and all such Permitted Transferees are hereinafter referred to collectively as the “ Owners ”), and to act on their behalf for purposes of this Agreement.

The parties agree as follows:

1. (a) Concurrently with the execution hereof, an aggregate of 1,800,000 shares of Kitara Common Stock issued to the HG Stockholders and delivered to them at the Closing pursuant to the Merger Agreement, which shall be allocated among the HG Stockholders in accordance with the allocation set forth on Schedule 1(a) attached hereto shall be delivered to the Escrow Agent to be held in escrow pursuant to the terms of this Agreement and Section 1.11 of the Merger Agreement. The shares of Kitara Common Stock represented by the stock certificates so delivered to the Escrow Agent are herein referred to in the aggregate as the “ Escrow Fund .” The Escrow Agent shall maintain a separate account for each HG Stockholder, and, subsequent to any transfer permitted pursuant to Paragraph 1(e) hereof, each Owner’s, portion of the Escrow Fund.

(b) The parties hereby appoint the Escrow Agent to act, and the Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund solely pursuant to the terms and conditions hereof. The Escrow Agent shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Kitara. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the entire Escrow Fund in accordance with this Agreement.

(c) Except as herein provided, the Owners shall retain all of their rights as stockholders of Kitara with respect to the shares of Kitara Common Stock constituting the Escrow Fund during the period the Escrow Fund is held by the Escrow Agent (the “ Escrow Period ”), including, without limitation, the right to vote their shares of Kitara Common Stock included in the Escrow Fund.

(d) During the Escrow Period, all dividends payable in cash with respect to the shares of Kitara Common Stock then contained in the Escrow Fund shall be paid to the Owners, but all dividends payable in shares or other non-cash property (“ Non-Cash Dividends ”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Fund” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

(e) During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the shares of Kitara Common Stock in the Escrow Fund except (i) to a “Permitted Transferee” (as hereinafter defined), (ii) by virtue of the laws of descent and distribution upon death of any Owner, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement. As used in this Agreement, the term “ Permitted Transferee ” shall include: (x) members of an HG Stockholder’s “Immediate Family” (as hereinafter defined); (y) an entity in which (A) an HG Stockholder and/or members of an HG Stockholder’s Immediate Family beneficially own 100% of such entity’s voting and non-voting equity securities, or (B) an HG Stockholder and/or a member of such HG Stockholder’s Immediate Family is a general partner and in which such HG Stockholder and/or members of such HG Stockholder’s Immediate Family beneficially own 100% of all capital accounts of such entity; and (z) a revocable trust established by an HG Stockholder during his lifetime for the benefit of such HG Stockholder or for the exclusive benefit of all or any of such HG Stockholder’s Immediate Family. As used in this Agreement, the term “ Immediate Family ” means, with respect to any HG Stockholder, a spouse, lineal descendants, the spouse of any lineal descendant, and brothers and sisters (or a trust, all of whose current beneficiaries are members of an Immediate Family of the HG Stockholder). In connection with and as a condition to each permitted transfer, the Permitted Transferee shall deliver to the Escrow Agent a stock power signature medallion guaranteed separate from the stock certificate executed by the transferring HG Stockholder or where applicable, an order of a court of competent jurisdiction, evidencing the transfer of shares to the Permitted Transferee, together with five (5) stock powers signature medallion guaranteed separate from the stock certificate executed in blank by the Permitted Transferee with respect to the shares transferred to the Permitted Transferee. Upon receipt of such documents, the Escrow Agent shall deliver to Kitara’s transfer agent the original share certificate out of which the assigned shares are to be transferred, together with the executed stock power signature medallion guaranteed separate from the share certificate executed by the transferring stockholder, or a copy of the applicable court order, and shall request that Kitara issue new certificates representing (m) the number of shares, if any, that continue to be owned by the transferring HG Stockholder, and (n) the number of shares owned by the Permitted Transferee as the result of such transfer. Health Guru, the transferring HG Stockholder and the Permitted Transferee shall cooperate in all respects with the Escrow Agent in documenting each such transfer and in effectuating the result intended to be accomplished thereby. During the Escrow Period, no Owner shall pledge or grant a security interest in such Owner’s shares of Kitara Common Stock included in the Escrow Fund or grant a security interest in such Owner’s rights under this Agreement.

2. (a) Kitara and the HG Stockholders, acting through the Representative, who has been appointed by the HG Stockholders to take all necessary actions and make all decisions on behalf of the HG Stockholders with respect to their rights to indemnification pursuant to Article VI of the Merger Agreement, may make a claim for indemnification pursuant to the Merger Agreement (“ Indemnification Claim ”) against the Escrow Fund by giving notice (a “ Notice ”) to the Representative in the case of a claim made by Kitara and to Kitara in the case of a claim made by the Representative (either party against whom a claim is being made, the “ Indemnifying Party ”), with a copy to the Escrow Agent, specifying (i) a brief description of the nature of the Indemnification Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance. Kitara or the Representative giving notice (the “ Claimant ”) also shall deliver to the Escrow Agent (with a copy to the Indemnifying Party), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Indemnifying Party.

(b) If the Indemnifying Party shall give a notice to the Claimant (with a copy to the Escrow Agent) (a “ Counter Notice ”), within 30 days following the date of receipt (as specified in the Claimant’s certification) by the Indemnifying Party of a copy of the Notice, disputing (i) the amount of actual out-of-pocket or anticipated potential Loss specified in the Notice, (ii) whether the Indemnification Claim is indemnifiable under the Merger Agreement, or (iii) whether such Loss is covered (in whole or in part) under any insurance and the estimated amount of such Loss which is covered, Kitara and the Representative shall attempt to resolve such dispute by voluntary settlement as provided in paragraph 2(c) below. If no Counter Notice with respect to an Indemnification Claim is received by the Escrow Agent from the Indemnifying Party within such 30-day period, the Indemnification Claim shall be deemed to be an Established Claim (as hereinafter defined) for purposes of this Agreement.

(c) If the Indemnifying Party delivers a Counter Notice to the Escrow Agent, the Claimant and the Indemnifying Party shall, during the period of 60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given. If the Claimant and the Indemnifying Party shall reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof. If the Claimant and the Indemnifying Party shall be unable to reach a settlement with respect to a dispute, such dispute shall be resolved by arbitration pursuant to paragraph 2(d) below.

(d) If the Claimant and the Indemnifying Party cannot resolve a dispute prior to expiration of the 60-day period referred to in paragraph 2(c) above (or such longer period as the parties may have agreed to in writing), then such dispute shall be submitted (and either party may submit such dispute) to a single arbitrator for arbitration before the American Arbitration Association (“ AAA ”) in accordance with its rules. The Claimant and the Indemnifying Party shall attempt to agree upon an arbitrator; if they shall be unable to agree upon an arbitrator within 10 days after the dispute is submitted for arbitration, then either the Claimant or the Indemnifying Party, upon written notice to the other, may apply for appointment of such single arbitrator by the AAA in accordance with its rules. Each party shall pay its own fees and expenses for the arbitration, except that any costs and charges by the AAA and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator. The arbitrator shall render his decision within 90 days after his appointment. Such decision and award shall be in writing and shall be final and conclusive on the parties, and counterpart copies thereof shall be delivered to each of the parties. Judgment may be obtained on the decision of the arbitrator so rendered in any court having jurisdiction, and may be enforced in any such court. If the arbitrator shall fail to render his decision or award within such 90-day period, either the Claimant or the Indemnifying Party may apply to any New York state court sitting in New York County, New York, or any federal court sitting in such county then having jurisdiction, by action, proceeding or otherwise, as may be proper to determine the matter in dispute consistently with the provisions of this Agreement. The parties consent to the exclusive jurisdiction of the New York state courts sitting in New York County or any federal court having jurisdiction and sitting in such county for this purpose. The prevailing party (or either party, in the case of a decision or award rendered in part for each party) shall send a copy of the arbitration decision or of any judgment of the court to the Escrow Agent.

(e) As used in this Agreement, “ Established Claim ” means any (i) Indemnification Claim deemed established pursuant to the last sentence of paragraph 2(b) above, (ii) Indemnification Claim resolved in favor of a Claimant by settlement pursuant to paragraph 2(c) above, resulting in a dollar award to the Claimant, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to paragraph 2(d) above, resulting in a dollar award to a Claimant, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that Kitara and the Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement; provided that, subject to the terms of the Merger Agreement, notwithstanding anything herein, no Indemnification Claim by Kitara on the one hand or the HG Stockholders on the other hand shall become an Established Claim unless and until the aggregate amount of indemnification Losses (as defined in the Merger Agreement) by Kitara on the one hand or the HG Stockholders on the other hand exceeds $250,000 (the “ Deductible ”), in which event only the amount of such Established Claim(s) in excess of $250,000 shall be payable; provided, further, however, that with respect to an Indemnification Claim made pursuant to Section 6.1(a)(iii) of the Merger Agreement (the “ Identified Indemnification Claim ”), any Losses incurred as a result of such Identified Indemnification Claim shall be doubled and then shall apply against the Deductible.

(f) (i) Promptly after an Indemnification Claim becomes an Established Claim, Kitara and the Representative shall jointly deliver a notice to the Escrow Agent (a “ Joint Notice ”) directing the Escrow Agent to pay to the Claimant, and the Escrow Agent promptly shall pay to such Claimant, an amount of Escrow Shares, subject to the provisions of Sections 2(f)(ii) and (iii) below, equal to (subject to the Deductible described in Section 2(e) above and Section 8.4(c) of the Merger Agreement) the aggregate dollar amount of the Established Claim (or, if at such time there remains in the Escrow Fund less than the full amount payable by any Owner to Kitara, the full amount remaining in the Escrow Fund attributable to such Owner).

(ii) Payment to Kitara of an Established Claim related to the inaccuracy or breach of any representation or warranty of the Signing Holders or the non-fulfillment or breach of any covenant or agreement of the Signing Holders, shall be made from the account maintained for the HG Stockholders from the account of the particular Signing Holder. Payment to Kitara of an Established Claim related to the inaccuracy or breach of any representation or warranty of Health Guru or the non-fulfillment or breach of any covenant or agreement of Health Guru shall be made, first, from Escrow Shares pro rata from the accounts maintained for the HG Stockholders on behalf of Joshua Silberstein and Christopher Bruno and then, from Escrow Shares pro rata from the accounts maintained by the HG Stockholders on behalf of each other Owner. Payment of an Established Claim to the HG Stockholders shall be made by release of Escrow Shares to the HG Stockholders pro rata from the accounts maintained on behalf of the HG Stockholders. For purposes of each payment, such shares shall be valued at the “Fair Market Value” (as defined below). However, in no event shall the Escrow Agent be required to calculate Fair Market Value, make a determination of the aggregate number of shares to be delivered or released in satisfaction of any Established Claim or make a determination as to the proportion of any Established Claim attributable to Health Guru; rather, such calculation shall be included in and made part of the Joint Notice. The Escrow Agent shall transfer out of the Escrow Fund that number of shares of Kitara Common Stock necessary to satisfy each Established Claim, as set out in the Joint Notice. Any dispute between Kitara and the Representative concerning the calculation of Fair Market Value, the number of shares necessary to satisfy any Established Claim, the proportion of any Established Claim attributable Health Guru, or any other dispute regarding a Joint Notice, shall be resolved between Kitara and the Representative in accordance with the procedures specified in paragraph 2(d) above, and shall not involve the Escrow Agent. Each transfer of shares in satisfaction of an Established Claim shall be made by the Escrow Agent delivering to Claimant one or more stock certificates held in each Owner’s account evidencing not less than such Owner’s pro rata portion of the aggregate number of shares specified in the Joint Notice, and in the case of claims made by Kitara, together with stock powers signature medallion guaranteed separate from the stock certificate executed in blank by such Owner and completed by the Escrow Agent in accordance with instructions included in the Joint Notice. Upon receipt of the stock certificates and stock powers, Kitara shall deliver to the Escrow Agent new certificates representing the number of shares in the Escrow Fund owned by each Owner after such payment. The parties hereto (other than the Escrow Agent) agree that the foregoing right to make payments of Established Claims in shares of Kitara Common Stock may be made notwithstanding any other agreements restricting or limiting the ability of any Owner to sell any shares of Kitara Common Stock or otherwise. Kitara and the Representative shall be required to exercise utmost good faith in all matters relating to the preparation and delivery of each Joint Notice. As used in this Section 2, “ Fair Market Value ” means the average reported closing price for the shares of Kitara Common Stock for the ten trading days ending on the last trading day prior to (x) the day the Established Claim is paid with respect to Indemnification Claims paid on or before the fifth Business Day after Kitara is required to file its Annual Report on Form 10-K for the fiscal year ending December 31, 2014 but in no event later than April 15, 2015 (the “ Escrow Release Date ”), and (y) the Escrow Release Date with respect to shares constituting the Pending Claims Reserve (as hereinafter defined) on the Escrow Release Date.

(iii) Notwithstanding anything herein to the contrary, at such time as an Indemnification Claim has become an Established Claim, each Owner shall have the right to substitute for his, her or its Escrow Shares that otherwise would be paid to Kitara in satisfaction of such claim (the “ Claim Shares ”) cash in an amount equal to the Fair Market Value of the Claim Shares (“ Substituted Cash ”). In such event (i) the Joint Notice shall include a statement describing the substitution of Substituted Cash for the Claim Shares, and (ii) substantially contemporaneously with the delivery of such Joint Notice, the Representative shall cause currently available funds to be delivered to the Escrow Agent in an amount equal to the Substituted Cash. Upon receipt of such Joint Notice and Substituted Cash, the Escrow Agent shall (y) in payment of the Established Claim described in the Joint Notice, deliver the Substituted Cash to Kitara in lieu of the Claim Shares, and (z) cause the Claim Shares to be returned to the Representative identified in the Joint Notice on behalf of the applicable Owner.

3. On the first Business Day after the Escrow Release Date, upon receipt of a Joint Notice, the Escrow Agent shall distribute and deliver to each Owner share certificates representing the shares of Kitara Common Stock then in such Owner’s account in the Escrow Fund, unless at such time there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 2 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be and for which the aggregate Losses to the HG Stockholders, or to Kitara, under such Indemnification Claims exceed $250,000 as described in Section 2.(e) above (in either case, “ Pending Claims ”). If the resolution or final determination of any Pending Claims on behalf of Kitara would result in an amount payable to Kitara in excess of $250,000, the Escrow Agent shall retain, and the total amount of such distributions to such Owner shall be reduced by, the “Pending Claims Reserve” (as hereafter defined). Kitara and the Representative shall certify to the Escrow Agent the number of shares of Kitara Common Stock to be retained therefor. Thereafter, if any Pending Claim on behalf of Kitara becomes an Established Claim, Kitara and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to Kitara an amount in respect thereof determined in accordance with Section 2(f) above. If any Pending Claim is resolved against Kitara, Kitara and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner the amount by which the remaining portion of his account in the Escrow Fund exceeds the then Pending Claims Reserve. Upon resolution of all Pending Claims, Kitara and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to such Owner the remaining portion of his or her account in the Escrow Fund. As used in this Section 3, the “ Pending Claims Reserve ” shall mean, at the time any such determination is made, that number of shares of Kitara Common Stock in the Escrow Fund having a Fair Market Value equal to the sum of the aggregate dollar amounts claimed to be due with respect to all Pending Claims on behalf of Kitara that is in excess of $250,000 (as shown in the Notices of such Claims).

4. The Escrow Agent, Kitara and the Representative shall cooperate in all respects with one another in the calculation of any amounts determined to be payable to Kitara and the Owners in accordance with this Agreement and in implementing the procedures necessary to effect such payments.

5. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity.

(b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

(c) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Kitara pursuant to the terms of this Agreement or, if such notice is disputed by Kitara or the Representative, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Kitara the amount specified in such notice, if any, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice.

(d) The Escrow Agent shall not be liable for any action taken by it in good faith, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 5(f), below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

(e) The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by giving the other parties hereto thirty (30) days’ written notice of such resignation. Such resignation or removal shall become effective at such time that the Escrow Agent shall turn over the Escrow Fund to the successor escrow agent appointed jointly by Kitara and the Representative. If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and deposit the Escrow Fund with such successor escrow agent appointed thereby.

(f) Indemnification of Escrow Agent .

(i) From and at all times after the date of this Agreement, Kitara shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “ Escrow Agent Parties ”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable fees, costs and expenses of one outside counsel (but not internal counsel)) (collectively for purposes of this Section 5(f), “ Losses ”) actually incurred by any of the Escrow Agent Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including, without limitation, Kitara, Health Guru or the HG Stockholders, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Escrow Agent Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Escrow Agent Party shall have the right to be indemnified hereunder for (i) any Losses to the extent they are finally determined by a court of competent jurisdiction, subject to no further appeal, to be attributable to the gross negligence or willful misconduct of such Escrow Agent Party or (ii) any settlements entered into by an Escrow Agent Party without Kitara’s written consent which shall not be unreasonably withheld.

(ii) If any such action or claim shall be brought or asserted against any Escrow Agent Party, such Escrow Agent Party shall promptly notify the other parties in writing, and Kitara shall assume the defense thereof, including the employment of counsel and the payment of all reasonable expenses. Such Escrow Agent Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Escrow Agent Party in its sole discretion) in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Escrow Agent Party, except that Kitara shall be required to pay such reasonable fees and expenses if (i) Kitara agrees to pay such reasonable fees and expenses, (ii) Kitara shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable determination of such Escrow Agent Party, to employ counsel satisfactory to the Escrow Agent Party in any such action or proceeding, (iii) Kitara, Health Guru or the HG Stockholders are the plaintiff in any such action or proceeding or (iv) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both the Escrow Agent Party and any of Kitara, Health Guru and/or the HG Stockholders, and the Escrow Agent Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Kitara, Health Guru or the HG Stockholder. All such reasonable fees and expenses payable by Kitara pursuant to the immediately preceding sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The Losses of the Escrow Agent Parties shall be payable by Kitara. The obligations of Kitara under this Section 5(f) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent and shall be independent of any obligation of the Escrow Agent.

(g) The Escrow Agent shall be entitled to reasonable compensation from Kitara for all services rendered by it hereunder as set forth on Schedule 5(g) hereto. The Escrow Agent shall also be entitled to reimbursement from Kitara for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all reasonable counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

(h) From time to time on and after the date hereof, Kitara and the Representative shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

6. This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

7. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, assigns and legal representatives and shall be governed by and construed in accordance with the law of New York applicable to contracts made and to be performed therein. This Agreement cannot be changed or terminated except by a writing signed by Kitara, the Representative and the Escrow Agent.

8. All disputes arising under this Agreement between Kitara and the Representative, including a dispute arising from a party’s failure or refusal to sign a Joint Notice or to deliver any notice or other document required hereunder, shall be submitted to arbitration in the same manner as disputes under the Merger Agreement are to be arbitrated pursuant to Section 10.8 thereof. Kitara and the Representative each hereby consent to the exclusive jurisdiction of the federal and state courts sitting in New York County, New York, with respect to any claim or controversy arising out of this Agreement. Service of process in any action or proceeding brought against Kitara or the Representative in respect of any such claim or controversy may be made upon it by registered mail, postage prepaid, return receipt requested, at the address specified in Section 9.

9. All notices and other communications under this Agreement shall be in writing and shall be deemed given if given by hand or delivered by nationally recognized overnight carrier, or if given by telecopier and confirmed by mail (registered or certified mail, postage prepaid, return receipt requested), to the respective parties as follows:

A. If to Kitara, to it at:

525 Washington Blvd., Suite 2620

Jersey City, New Jersey 07310

Attention: Robert Regular

Facsimile: __________

with a copy to:

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174-1901

Attention: David Alan Miller, Esq.

Facsimile: 212-818-8881

B. If to the Representative, to it at:

Reitler Kailas & Rosenblatt LLC

885 3rd Avenue

New York, NY 10022

Attn: Michael Hirschberg, Esq.

Facsimile: 212-371-5500

C. If to the Escrow Agent, to it at:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attention: Mark Zimkind

Telecopier No.: 212-509-5150

or to such other person or address as any of the parties hereto shall specify by notice in writing to all the other parties hereto.

10. (a) All notices delivered to the Escrow Agent shall refer to the provision of this Agreement under which such notice is being delivered and, if applicable, shall clearly specify the aggregate dollar amount due and payable to Kitara.

(b) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

(c) When reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise specified.

[Signatures are on following page]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date first above written.

	KITARA MEDIA CORP.


	By:	/s/ Robert Regular
	Name:	Robert Regular
	Title:	Chief Executive Officer


	REPRESENTATIVE:

	REITLER KAILAS & ROSENBLATT LLC

	By:	/s/ Michael Hirschberg
	Name:	Michael Hirschberg
	Title:	Partner


	ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER &
	TRUST COMPANY

	By:	/s/ John W. Comer, Jr.
	Name:	John W. Comer, Jr.
	Title:	Vice President

Exhibit 10.2

Kitara Media Corp.

Ladies and Gentlemen:

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.

As a condition to closing the transactions contemplated by the Merger Agreement, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Kitara, acting through its Board of Directors, the undersigned will not, during the period commencing on the date hereof and ending on July 1, 2014, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (each a “ Transfer ”), directly or indirectly, any shares of Kitara Common Stock or any securities convertible into or exercisable or exchangeable for Kitara Common Stock (including without limitation, Kitara Common Stock or such other securities of Kitara which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities of Kitara which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any Transfer, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Kitara Common Stock or such other securities of Kitara, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Kitara Common Stock or such other securities of Kitara, in cash or otherwise, in each case other than (A) Transfers of shares of Kitara Common Stock as a bona fide gift or gifts; (B) Transfers of shares of Kitara Common Stock to members or stockholders of the undersigned; or (C) Transfers of shares of Kitara Common Stock to any trust or family limited partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such Transfer shall not involve a disposition for value, provided that in the case of any Transfer pursuant to clause (A), (B) or (C), each donee, distribute, transferee or pledgee shall execute and deliver to Kitara a lock-up agreement in the form of this letter.

In furtherance of the foregoing, Kitara, and any duly appointed transfer agent for the registration or Transfer of the securities described herein, are hereby authorized to decline to make any Transfer of securities if such Transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with Article VIII of the Merger Agreement.

	Very truly yours,

Exhibit 10.3

EMPLOYMENT AGREEMENT

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”);

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms and conditions herein set forth.

IT IS AGREED:

1. Employment, Duties and Acceptance .

1.1 General . The Company hereby agrees to employee Executive as its President. All of Executive’s powers and authority in any capacity shall at all times be subject to the direction and control of the Company’s Chief Executive Officer and Board of Directors. The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with Executive’s status as President. The Company and Executive acknowledge that Executive’s primary functions and duties as President shall be to be responsible for the day to day operations of the Company and reporting to the Chief Executive Officer. The Executive’s duties shall be similar to those customarily performed by comparable officers of similar companies.

1.2 Full-Time Position . Executive accepts such employment and agrees to devote substantially all of his business time, energies and attention to the performance of his duties hereunder. Nothing herein shall be construed as preventing Executive from making and supervising personal investments, provided they will not interfere with the performance of Executive’s duties hereunder or violate the provisions of Section 5.4 hereof.

1.3 Location . The Company will maintain its principal executive offices within a thirty (30) mile radius of its current location in Jersey City, NJ. Executive shall undertake such occasional travel, within or outside the United States, as is reasonably necessary in the interests of the Company. For purposes of this agreement, this section 1.3 shall be considered a material term

2. Term . The term of Executive’s employment hereunder shall commence on the date hereof and shall continue until 48 months (“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive. Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an “at will” basis and the provisions of Sections 4.4 and 4.6(c) shall no longer be in effect.

3. Compensation and Benefits .

3.1 Salary . The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of $300,000. Executive’s compensation shall be paid in equal, periodic installments in accordance with the Company’s normal payroll procedures, as such practices shall be established or modified from time to time, but the Base Salary shall be paid to Executive no less frequently than once each month.

3.2 Performance Bonuses . Executive will be eligible to earn a yearly performance bonus equal to 50% of Base Salary annually if the performance objectives are met. The bonus will be distributed upon the sooner of: (1) ninety (90) days following the end of the Company's fiscal year end; and (2) after the filing by the Company of its annual report on Form 10-K. In addition, the Executive will be entitled to a one time achievement performance bonus in the amount of $125,000 at the time of signing this Agreement and $125,000 on July 1, 2014.

3.3 Statutory Stock Option . As additional compensation, the Company hereby grants the Executive options expiring in 5 years to purchase two million and five hundred thousand (2,500,000) shares of common stock of the Company. The purchase price shall be as set forth in the 2013 Long-Term Equity Incentive Plan. The shares shall vest to Executive on a quarterly basis over the course of the Term of this Agreement (i.e. an option for 156,250 shares per quarter). The options will be issued pursuant to a qualified option plan and will be registered on a Form S-8 registration statement filed with the Securities and Exchange Commission, which S-8 shall be filed with the Securities and Exchange Commission no later than 60 days from the date hereof.

3.4 Other Stock and Option Grants . In addition to any other option or stock grants provided for in this Agreement, the Board may from time to time authorize the issuance of additional equity grants (common stock or options) to the Executive.

3.5 Benefits . Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions.

3.6 Vacation . Executive shall be entitled to 20 days of paid vacation in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy.

3.7 Expenses . The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company, including monthly parking expenses (or, in lieu of monthly parking expenses, monthly transportation expenses), against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures.

3.8 Indemnification . Executive shall be entitled through the Term to the benefit of the indemnification provisions contained on the date hereof in the bylaws of the Company and any applicable Bylaws of any Affiliate, notwithstanding any future changes therein, to extent permitted by applicable law at the time of the assertion of any liability against the Company or any Affiliate, as the case may be.

4. Termination .

4.1 Death . If Executive dies during the Term, Executive’s employment hereunder shall terminate and the Company shall pay to Executive’s estate the amount set forth in Section 4.7(a).

4.2 Disability . The Company, by written notice to Executive, may terminate Executive’s employment hereunder if Executive shall fail because of illness or incapacity to render services of the character contemplated by this Agreement for six (6) consecutive months. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.7(a).

4.3 By Company for “Cause” . The Company, by written notice to Executive, may terminate Executive’s employment hereunder for “Cause”. As used herein, “Cause” shall mean: (a) the refusal or failure by Executive to carry out specific directions of the Board which are of a material nature and consistent with his status as President (or whichever positions Executive holds at such time), or the refusal or failure by Executive to perform a material part of Executive’s duties hereunder; (b) the commission by Executive of a material breach of any of the provisions of this Agreement; (c) fraud or dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates (“fraud” for these purposes shall mean Executive being convicted of any felony in which fraudulent behavior is an element of the crime and “dishonest” for these purposes shall mean Executive’s knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (d) the conviction of Executive of a felony under federal or state law. Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Executive’s acts described in clauses (a) or (b) above, unless the Company shall have given written notice to Executive within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.7(b).

4.4 By Executive for “Good Reason” . The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change in the nature of Executive’s title, duties and/or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”) or the assignment to Executive of any duties materially inconsistent with Executive’s position, authority, duties and/or responsibilities as contemplated by Section 1.1 hereof; provided, however, that in the event of a “Change in Control” (as defined below), no Demotion shall be deemed to have occurred as long as Executive shall remain as the Company’s head executive officer, notwithstanding title and provided there is no decrease in Executive’s compensation and benefits; (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. For purposes of this Agreement, “Change in Control of the Company” shall be deemed to have occurred if any “person” (as such term is used in Sections 13 (d) and 14 (d) of the Exchange Act and the Regulations promulgated there under), other than the Company and/or any officers or directors of the Company as of the date of this Agreement, acquires, directly or indirectly, 50% or more of the Full Voting Power of the Company. “Full Voting Power” shall mean the right to vote in the election of one or more directors through proxy or by the beneficial ownership of the common stock or other securities then entitled to vote in the election of one or more directors. For purposes of calculating the percentage ownership of Full Voting Power of a person, all warrants, option or rights held by all persons with respect to the Company shall be deemed to have been exercised and all convertible or exchangeable securities shall be deemed to have been converted or exchanged, as the case may be disregarding for such purposes any restrictions on conversion, voting (such as proxies), exchange or exercise, in each case for the maximum number of shares of the common stock or other securities entitled to then vote in the election of one or more directors Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) (c) or (e) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the Executive’s knowledge of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) (c) or (e above. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.7(c).

4.5 By Company Without “Cause” . The Company may terminate Executive’s employment hereunder without “Cause” by giving at least thirty (30) days written notice to Executive. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.7(c).

4.6 By Executive Without “Good Reason”. The Executive may terminate Executive’s employment hereunder without “Good Reason” by giving at least thirty (30) days written notice to the Company. Upon such termination, which does not constitute a breach of contract, the Company shall pay to Executive the amount set forth in Section 4.7(b). Additionally, if the Executive terminates his employment without “Good Reason,” Section 5.4 of this Agreement will be amended so that the phrase, “During the Term and for a period of one (1) year thereafter” is replaced with the phrase, “During the Term and for a period of eighteen (18) months thereafter”

4.7 Compensation Upon Termination . In the event that Executive’s employment hereunder is terminated, the Company shall pay to Executive the following compensation:

(a) Payment Upon Death or Disability . In the event that Executive’s employment is terminated pursuant to Sections 4.1 or 4.2, the Company shall no longer be under any obligation to Executive or his legal representatives pursuant to this Agreement except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements; (iii) any accrued but unpaid bonus payments and (iv)all accrued but unused vacation pay.

(b) Payment Upon Termination by the Company For “Cause” or by Employee Without “Good Reason” . In the event that the Company terminates Executive’s employment hereunder pursuant to Section 4.3, or the Executive terminates Executive’s employment hereunder pursuant to Section 4.6, the parties shall have no further obligations to each other hereunder, except for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements; (iii) any accrued but unpaid bonus payments and (iv) all unused vacation pay through the date of termination required by law to be paid.

(c) Payment Upon Termination by Company Without Cause or by Executive for Good Reason . In the event that Executive’s employment is terminated pursuant to Sections 4.4 or 4.5, the parties shall have no further obligations to each other hereunder except for: (i) 200% of the Base Salary of Executive pursuant to Section 3.1 hereof, payable in accordance with Section 3.1; (ii) all valid expense reimbursements; (iii) any accrued but unpaid bonus payments (iv) all accrued but unused vacation pay; and (v) all options granted to Executive shall fully vest and be exercisable at any time by Executive and Executive shall receive such other compensation to which it would be entitled for the balance of the Term as if such termination had not occurred.

(d) Executive shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation paid or payable to Executive from sources other than the Company will not offset or terminate the Company’s obligation to pay to Executive the full amounts pursuant to this Agreement.

5. Protection of Confidential Information; Non-Competition .

5.1 Acknowledgment . Executive acknowledges that:

(a) As a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”), including, without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”).

(b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company, Executive should enter a business directly competitive with the Company or divulge Confidential Information.

5.2 Confidentiality . Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.

5.3 Documents . Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that Executive shall be entitled to retain copies of such documents reasonably necessary to document his financial relationship with the Company.

5.4 Non-competition . During the Term and for a period of one (1) year thereafter, Executive, without the prior written permission of the Company, shall not, within the United States of America, (i) be employed by, or render any services to a “Competitive Business”. The term “Competitive Business” shall be defined to mean any person, firm, or corporation which meets two criteria: (a) the business is directly in competition with any “material” business conducted by the Company or any of its subsidiaries at the time of termination and (b) a “material” part of the business conducted by that person, firm, or corporation is directly in competition with the Company or any of its subsidiaries (as used herein “material” means a business which generated at least 30% of the Company’s consolidated revenues for the last full fiscal year for which audited financial statements are available, or if the term is used in reference to a business other than the Company, “material” means a business which generated at least 30% of that company’s consolidated revenues for the last full fiscal year for which audited financial statements are available.). The definition of Competitive Business notwithstanding, for any division or subsidiary of an entity which would otherwise have been a non-Competitive Business, if that division or subsidiary meets criterion (a) of the definition of Competitive Business, that division or subsidiary will be deemed to be a Competitive Business); provided, however, and notwithstanding anything to the contrary, beginning after the Executive is no longer employed by the Company, Executive may provide services to a non-Competitive Business; (ii) engage in any Competitive Business for his or its own account; (iii) have an economic interest in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity, provided, however, and notwithstanding anything to the contrary beginning after the Executive is no longer employed by the Company, Executive may provide services to a non-Competitive Business. Notwithstanding anything to the contrary, nothing in the prior clause (iii) shall prevent the Executive from taking a role with a Venture Capital firm or Private Equity firm that has an economic interest in a Competitive Business, provided that the Executive agrees to recuse himself from any and all discussions related to such Competitive Business.; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the Company while Executive was employed by the Company (other than Executive’s personal secretary and assistant) at the time of termination and within the six months immediately preceding the date on which the Executive is to retain or employ any such person.; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers or other persons with whom the Company has a contractual relationship. Notwithstanding anything to the contrary herein Section 5.4 (v) shall not place any limitations on the Executive’s ability to maintain his relationships with the people who work for customers or with whom the Company has a contractual relationship. Notwithstanding anything to the contrary herein Section 5.4 (iv) shall not apply to members of the Executive’s immediate family (meaning spouse, siblings and descendants). Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from investing his personal assets in any manner he chooses, provided, however, that Executive may not, during the period referred to in this Section 5.4, own more than 10% of the equity securities of any Competitive Business other than those set forth on Exhibit A.

5.5 Injunctive Relief . If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 5.2 or 5.4, the Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. The rights and remedies enumerated in this Section 5.5 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity. In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’ fees and costs incurred by the prevailing party.

5.6 Modification . If any provision of Sections 5.2 or 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and such provision or provisions shall then be applicable in such modified form.

5.7 Survival . The provisions of this Section 5 shall survive the termination of this Agreement for any reason, except in the event Executive is terminated by the Company without “Cause,” or if Executive terminates this Agreement with “Good Reason,” in either of which events Section 5.4 shall be null and void and of no further force or effect.

6. Miscellaneous Provisions .

6.1 Notices . All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when (i) delivered personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1. All notices shall be deemed to have been given as of the date of personal delivery or mailing thereof.

If to Executive:

If to the Company:

With a copy in either case to:

6.2 Entire Agreement; Waiver . This Agreement sets forth the entire agreement of the parties relating to the employment of Executive and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or changed except by writing by the party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision.

6.3 Governing Law . All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in New York.

6.4 Binding Effect; Nonassignability . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding upon Executive’s heirs and legal representatives.

6.5 Severability . Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.

6.6 Section 409A . This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section 409A”). To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A, the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

	KITARA MEDIA CORP.

	/s/ Robert Regular
	By:	Robert Regular, CEO

	/s/ Joshua Silberstein
	JOSHUA SILBERSTEIN

Exhibit 10.4

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into as of the 3 r d day of December 2013 (“Agreement”), by and between Kitara Media Corp., a Delaware corporation (“Corporation”), and Joshua Silberstein (“Indemnitee”):

WHEREAS, highly competent persons recently have become more reluctant to serve as directors, officers, or in other capacities of publicly held corporations and other corporations that have non-employee investors among their stockholders or conduct operations in regulated industries unless they are provided with better protection from the risk of claims and actions against them arising out of their services to and activities on behalf of such corporation; and

WHEREAS, the adoption of The Sarbanes - Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the Corporation has determined that the inability to attract and retain such persons is detrimental to the best interests of the Corporation’s stockholders and that such persons should be assured that they will have better protection in the future; and

WHEREAS, it is reasonable, prudent and necessary for the Corporation to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Corporation free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and Bylaws of the Corporation, and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee is willing to continue to serve and to take on additional service for or on behalf of the Corporation on the condition that he or she be indemnified according to the terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

1. Definitions . For purposes of this Agreement:

1.1 “Change in Control” means a change in control of the Corporation occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (“Act”), whether or not the Corporation is then subject to such reporting requirement provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the date hereof (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act), other than a person who is an officer or director of the Corporation on February 29, 2012 (and any of such person’s affiliates), is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Act) directly or indirectly, of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors (“Board”) in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

1.2 “Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary of the Corporation or of any subsidiary of the Corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation.

1.3 “Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

1.4 “Expenses” means all reasonable attorneys’ fees, retainers, court costs (including trial and appeals), transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, appealing, preparing to appeal, investigating, or being or preparing to be a witness in a Proceeding.

1.5 “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Corporation or Indemnitee in any other matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board.

1.6 “Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement.

2. Services by Indemnitee .

Indemnitee agrees to continue to serve as a director, officer or employee of the Corporation or one or more of its subsidiaries. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).

3. Indemnification - General .

The Corporation shall indemnify, and advance Expenses to, Indemnitee as provided in this Agreement to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but not be limited to, the rights set forth in the other Sections of this Agreement.

4. Proceedings Other Than Proceedings by or in the Right of the Corporation .

Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

5. Proceedings by or in the Right of the Corporation .

Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (such settlement amounts not to exceed, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him or on his behalf in connection with any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

6. Indemnification for Expenses of Party Who is Wholly or Partly Successful .

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified against all Expenses (and, when eligible hereunder, amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses (and, when eligible hereunder, amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section, the term “successful, on the merits or otherwise,” includes, but is not limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without any express finding of liability or guilt against him, and (ii) the expiration of 90 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement.

7. Indemnification for Expenses as a Witness .

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him on his behalf in connection therewith.

8. Advancement of Expenses and Other Amounts .

The Corporation shall advance all Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement, incurred by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses, judgments, penalties, fines and amounts paid in settlement, incurred by Indemnitee and shall include or be preceded or accompanied by an agreement by or on behalf of Indemnitee to repay any Expenses, judgments, penalties, fines and amounts paid in settlement advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement.

9. Procedure for Determination of Entitlement to Indemnification .

9.1 To obtain indemnification under this Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

9.2 Upon written request by Indemnitee for indemnification pursuant to Section 9.1 hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, by a majority of a committee of the Board consisting of two or more Disinterested Directors, or (C) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) by the stockholders of the Corporation, by a majority vote of a quorum consisting of stockholders who are not parties to the proceeding, or if no such quorum is obtainable, by a majority vote of stockholders who are not parties to such proceeding; or (iii) as provided in Section 10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

9.3 If a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Corporation advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction, for resolution of any objection which has been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its actions pursuant to this Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

10. Presumptions and Effects of Certain Proceedings .

10.1 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9.1 of this Agreement, and the Corporation shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption.

10.2 If the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith require(s) such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, however, that the foregoing provisions of this Section 10.2 shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days after receipt by the Corporation of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement. In connection with each meeting at which a stockholder determination will be made, the Corporation shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Corporation shall afford the Indemnitee ample opportunity to present evidence of the facts upon which the Indemnitee relies for indemnification in any Corporation proxy statement relating to such shareholder determination. Subject to the fiduciary duties of its members under applicable law, the Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal to indemnify or reimburse the Indemnitee.

10.3 The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

10.4 Reliance as Safe Harbor . For purposes of this Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on (i) the records or books of account of the Corporation, or another enterprise, including financial statements, (ii) information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, (iii) the advice of legal counsel for the Corporation or another enterprise, or of an independent certified public accountant or an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent. The provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth herein. Whether or not the foregoing provisions of this Section 10.4 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

11. Remedies of Indemnitee .

11.1 In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within 30 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Corporation shall not oppose Indemnitee’s right to seek any such adjudication.

11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law.

11.4 The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement.

11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

12. Procedure Regarding Indemnification .

With respect to any Proceedings, the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Corporation as to the procedure to be followed in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise of the Proceeding without the written consent of the Corporation (which consent may not be unreasonably withheld or delayed). The Corporation shall be entitled to participate in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding with counsel of its choice and shall assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation of, the Corporation to assume the defense of a Proceeding, the Indemnitee shall have the right to participate in the defense of such Proceeding and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company, or (ii) the Indemnitee has reasonably concluded that there may be defenses available to him or her which are different from or additional to those available to the Corporation (in which latter case the Corporation shall not have the right to direct the defense of such Proceeding on behalf of the Indemnitee), in either of which events the fees and expenses of not more than one additional firm of attorneys selected by the Indemnitee shall be borne by the Corporation. If the Corporation assumes the defense of a Proceeding, then counsel for the Corporation and Indemnitee shall keep Indemnitee reasonably informed of the status of the Proceeding and promptly send to Indemnitee copies of all documents filed or produced in the Proceeding, and the Corporation shall not compromise or settle any such Proceeding without the written consent of the Indemnitee (which consent may not be unreasonably withheld or delayed) if the relief provided shall be other than monetary damages and shall promptly notify the Indemnitee of any settlement and the amount thereof.

13.	Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Contribution .

13.1 The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation or by-laws of the Corporation, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

13.2 To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies.

13.3 In the event of any payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are reasonably necessary to enable the Corporation to bring suit to enforce such rights.

13.4 The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

13.5 (a) If a determination is made that Indemnitee is not entitled to indemnification, after Indemnitee submits a written request therefor, under this Agreement, then in respect of any threatened, pending or completed Proceeding in which the Corporation is jointly liability with the Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on the one hand and the Indemnitee on the other hand from the transaction from which Proceeding arose, and (ii) the relative fault of the Corporation on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such Expenses, judgments, fines or amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault of the Corporation on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or amounts paid in settlement. The Corporation agrees that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or any other method of allocation that does not take into account the foregoing equitable considerations.

(b) The determination as to the amount of the contribution, if any, shall be made by:

(i) a court of competent jurisdiction upon the applicable of both the Indemnitee and the Corporation (if the Proceeding had been brought in, and final determination had been rendered by such court);

(ii) the Board by a majority vote of a quorum consisting of Disinterested Directors; or

(iii) Independent Counsel, if a quorum is not obtainable for purpose of (ii) above, or, even if obtainable, a quorum of Disinterested Directors so directs.

14. Duration of Agreement .

This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Corporation, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives and administrators.

15. Severability .

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

16. Entire Agreement .

This Agreement constitutes the entire agreement between the Corporation and the Indemnitee with respect to the subject matter hereof and supercedes all prior agreements, understanding, negotiations and discussion, both written and oral, between the parties hereto with respect to such subject matter (the “Prior Agreements”); provided, however, that if this Agreement shall ever be held void or unenforceable for any reasons whatsoever, and is not reformed pursuant to Section 15 hereof, then (i) this Agreement shall not be deemed to have superceded any Prior Agreements; (ii) all of such Prior Agreements shall be deemed to be in full force and effect notwithstanding the execution of this Agreement; and (iii) the Indemnitee shall be entitled to maximum indemnification benefits provided under any Prior Agreements, as well as those provided under applicable law, the certificate of incorporation or by-laws of the Corporation, a vote of stockholders or resolution of directors.

17. Exception to Right of Indemnification or Advancement of Expenses .

Except as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Corporation.

18. Covenant Not to Sue; Limitation of Actions; Release of Claims .

No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Corporation (or any of its subsidiaries) against the Indemnitee, his spouse, heirs, executors, personal representatives or administrators after the expiration of two (2) years from the date of accrual of such cause of action and any claim or cause of action of the Corporation (or any of its subsidiaries) shall be extinguished and deemed released unless asserted by the filing of a legal action within such two (2) year period; provided, however, that if any shorter period of limitation is otherwise applicable to any such cause of action, such shorter period shall govern.

19. Identical Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

20. Headings .

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

21. Modification and Waiver .

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22. Notice by Indemnitee .

Indemnitee agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating any Proceeding or matter which may be subject to indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement covered hereunder.

23. Notices .

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom such notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

If to Indemnitee, to:

If to the Corporation, to:

Kitara Media Corp.

525 Washington Blvd., Suite 2620

Jersey City, New Jersey 07310

Attention: Chief Executive Officer

or to such other address or such other person as Indemnitee or the Corporation shall designate in writing in accordance with this Section, except that notices regarding changes in notices shall be effective only upon receipt.

24. Governing Law .

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts made and performed in that state without giving effect to the principles of conflicts of laws.

25. Miscellaneous .

Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	KITARA MEDIA CORP.

	By:	/s/ Robert Regular
		Name: Robert Regular
		Title: CEO

	INDEMNITEE
	/s/ Joshua Silberstein
	JOSHUA SILBERSTEIN

Exhibit 10.5

KITARA MEDIA CORP.

2013 Long-Term Incentive Equity Plan

Section 1. Purpose; Definitions.

1.1. Purpose . The purpose of the Kitara Media Corp. 2013 Long-Term Incentive Equity Plan (“Plan”) is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential future contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The various types of long-term incentive awards that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its businesses.

1.2. Definitions . For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Agreement” means the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting forth the terms and conditions of an award under the Plan.

(b) “Board” means the Board of Directors of the Company.

(d) “Committee” means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee is so designated, then all references in this Plan to “Committee” shall mean the Board.

(e) “Common Stock” means the Common Stock of the Company, par value $0.0001 per share.

(f) “Company” means Kitara Media Corp., a corporation organized under the laws of the State of Delaware.

(g) “Disability” means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.

(h) “Effective Date” means the date determined pursuant to Section 11.1.

(i) “Fair Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the Common Stock is listed on a national securities exchange or The Nasdaq Stock Market, LLC (“Nasdaq”), the last sale price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by the exchange or Nasdaq, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or Nasdaq, but is traded in the over-the-counter market, the closing bid price for the Common Stock on such date, as reported by the OTC Bulletin Board or Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Committee shall determine, in good faith.

(j) “Holder” means a person who has received an award under the Plan.

(k) “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(l) “Non-qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(m) “Normal Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age which may be designated by the Committee as “retirement age” for any particular Holder. If no age is designated, it shall be 65.

(n) “Other Stock-Based Award” means an award under Section 9 that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.

(o) “Parent” means any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.

(p) “Plan” means the Kitara Media Corp. 2013 Long-Term Incentive Equity Plan, as hereinafter amended from time to time.

(q) “Repurchase Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or repurchased under Section 5.2(k) or 9.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) if the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.

(r) “Restricted Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions under Section 7.

(s) “SAR Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated to a Stock Option, the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, in either case, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

(t) “Stock Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).

(u) “Stock Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant to the Plan.

(v) “Subsidiary” means any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.

(w) “Vest” means to become exercisable or to otherwise obtain ownership rights in an award.

Section 2. Administration.

2.1. Committee Membership . The Plan shall be administered by the Board or a Committee. If administered by a Committee, such Committee shall be composed of at least two directors, all of whom are “outside directors” within the meaning of the regulations issued under Section 162(m) of the Code and “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Committee members shall serve for such term as the Board may in each case determine and shall be subject to removal at any time by the Board.

2.2. Powers of Committee . The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan):

(a) to select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock and/or Other Stock-Based Awards may from time to time be awarded hereunder;

(b) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine);

(c) to determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an award granted hereunder;

(d) to determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other equity awarded under this Plan and cash and non-cash awards made by the Company or any Subsidiary outside of this Plan; and

(e) to make payments and distributions with respect to awards ( i.e ., to “settle” awards) through cash payments in an amount equal to the Repurchase Value.

The Committee may not modify or amend any outstanding Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right, as applicable, below the exercise price as of the date of grant of such Option or Stock Appreciation Right. In addition, no Option or Stock Appreciation Right may be granted in exchange for the cancellation or surrender of an Option or Stock Appreciation Right or other award having a higher exercise price.

Notwithstanding anything to the contrary, the Committee shall not grant to any one Holder in any one calendar year awards for more than 600,000 shares in the aggregate.

2.3. Interpretation of Plan .

(a) Committee Authority . Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable to interpret the terms and provisions of the Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating thereto), and to otherwise supervise the administration of the Plan. Subject to Section 10, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding upon all persons, including the Company, its Subsidiaries and Holders.

(b) Incentive Stock Options . Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock Options (including but not limited to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or any Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.

Section 3. Stock Subject to Plan.

3.1. Number of Shares . Subject to Section 7.1(d), the total number of shares of Common Stock reserved and available for issuance under the Plan shall be 6,000,000 shares. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award or Other Stock-Based Award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and awards under the Plan. Shares of Common Stock that are surrendered by a Holder or withheld by the Company as full or partial payment in connection with any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award under the Plan, shall not be available for subsequent awards under the Plan.

3.2. Adjustment Upon Changes in Capitalization, Etc. In the event of any common stock dividend payable on shares of Common Stock, Common Stock split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual event which results in a change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole discretion, whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the Plan (including number of shares subject to the award and the exercise price) or the aggregate number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.

Section 4. Eligibility.

Awards may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company and which recipients are qualified to receive options under the regulations governing Form S-8 registration statements under the Securities Act of 1933, as amended (“Securities Act”). No Incentive Stock Option shall be granted to any person who is not an employee of the Company or an employee of a Subsidiary at the time of grant or so qualified as set forth in the immediately preceding sentence. Notwithstanding the foregoing, an award may also be made or granted to a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement (oral or written) with the Company with respect to such hiring or retention, even though it may be prior to the date the person first performs services for the Company or its Subsidiaries; provided, however, that no portion of any such award shall vest prior to the date the person first performs such services and the date of grant shall be deemed to be the date hiring or retention commences.

Section 5. Stock Options.

5.1. Grant and Exercise . Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone or in addition to other awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Non-qualified Stock Option.

5.2. Terms and Conditions . Stock Options granted under the Plan shall be subject to the following terms and conditions:

(a) Option Term . The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (“10% Shareholder”)).

(b) Exercise Price . The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant and may not be less than 100% of the Fair Market Value on the date of grant (or, if greater, the par value of a share of Common Stock); provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder will not be less than 110% of the Fair Market Value on the date of grant.

(c) Exercisability . Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest over time, typically over a four-year period. The Committee may waive such installment exercise provisions at any time at or after the time of grant in whole or in part, based upon such factors as the Committee determines. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiaries) shall not exceed $100,000.

(d) Method of Exercise . Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof (except that, in the case of an exercise arrangement approved by the Committee and described in the last sentence of this paragraph, payment may be made as soon as practicable after the exercise). The Committee may permit a Holder to elect to pay the Exercise Price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

(e) Stock Payments . Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances.

(f) Transferability . Except as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative). Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s “Immediate Family” (as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate Family own more than fifty percent of the voting interest, subject to such limits as the Committee may establish and the execution of such documents as the Committee may require, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Option prior to such transfer. The term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the management of the assets. The Committee may, in its sole discretion, permit transfer of an Incentive Stock Option in a manner consistent with applicable tax and securities law upon the Holder’s request.

(g) Termination by Reason of Death . If a Holder’s employment by, or association with, the Company or a Subsidiary terminates by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter.

(h) Termination by Reason of Disability . If a Holder’s employment by, or association with, the Company or any Subsidiary terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is shorter.

(i) Termination by Reason of Normal Retirement . Subject to the provisions of Section 12.3, if such Holder’s employment by, or association with, the Company or any Subsidiary terminates due to Normal Retirement, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is shorter.

(j) Other Termination . Subject to the provisions of Section 12.3, if such Holder’s employment by, or association with, the Company or any Subsidiary terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that, if the Holder’s employment is terminated by the Company or a Subsidiary without cause, the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of three months (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is shorter.

(k) Buyout and Settlement Provisions . The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time that such offer is made.

(l) Rights as Shareholder . A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until such shares shall be transferred to the Holder upon the exercise of the Option.

Section 6. Stock Appreciation Rights.

6.1. Grant and Exercise . Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem with an Option or alone and unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who have been or are being granted Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options without the need to pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may be granted either at or after the time of the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right may be granted only at the time of the grant of such Incentive Stock Option.

6.2. Terms and Conditions . Stock Appreciation Rights shall be subject to the following terms and conditions:

(a) Exercisability . Stock Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock Appreciation Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect to related Incentive Stock Options.

(b) Termination . All or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable upon the termination or after the exercise of the applicable portion of the related Stock Option.

(c) Method of Exercise . Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering the applicable portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender of the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.

(d) Shares Available Under Plan . The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number of shares of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.

Section 7. Restricted Stock.

7.1. Grant . Shares of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture (“Restriction Period”), the vesting schedule and rights to acceleration thereof and all other terms and conditions of the awards.

7.2. Terms and Conditions . Each Restricted Stock award shall be subject to the following terms and conditions:

(a) Certificates . Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the Agreement.

(b) Rights of Holder . Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) the Company will retain custody of all dividends and distributions (“Retained Distributions”) made, paid or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; and (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.

(c) Vesting; Forfeiture . Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.

Section 8. Other Stock-Based Awards.

Other Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, convertible or exchangeable debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the value of securities of or the performance of specified Subsidiaries. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria. Other Stock-Based Awards may be awarded either alone or in addition to or in tandem with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.

Section 9. Accelerated Vesting and Exe rcisability.

9.1. Non-Approved Transactions . If any one person, or more than one person acting as a group, acquires the ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the Company, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock Options and other awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan and the respective Agreements respecting such Stock Options and awards. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property is not treated as an acquisition of stock for purposes of this Section 9.1.

9.2. Approved Transactions . The Committee may, in the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the Company, which has been approved by the Company’s Board of Directors, (i) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the Plan, or (ii) require a Holder of any award granted under this Plan to relinquish such award to the Company upon the tender by the Company to Holder of cash in an amount equal to the Repurchase Value of such award. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

9.3. Code Section 409A . Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration shall occur with respect to any award to the extent such acceleration would cause the Plan or an award granted hereunder to fail to comply with Code Section 409A.

Section 10. Amendment and Termination.

The Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s consent, except as set forth in this Plan.

Section 11. Term of Plan.

11.1. Effective Date . The Effective Date of the Plan shall be the date on which the Plan is adopted by the Board. Awards may be granted under the Plan at any time after the Effective Date and before the date fixed herein for termination of the Plan; provided, however, that if the Plan is not approved by the affirmative vote of the holders of a majority of the Common Stock cast at a duly held stockholders’ meeting at which a quorum is, either in person or by proxy, present and voting within one year from the Effective Date, then (i) no Incentive Stock Options may be granted hereunder and (ii) all Incentive Stock Options previously granted hereunder shall be automatically converted into Non-qualified Stock Options.

11.2. Termination Date . Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during the ten-year period beginning on the Effective Date.

Section 12. General Provisions.

12.1. Written Agreements . Each award granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement executed by the Company and the Holder, or such other document as may be determined by the Committee. The Committee may terminate any award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered to the Holder for his or her execution.

12.2. Unfunded Status of Plan . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company.

12.3. Employees .

(a) Engaging in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information . If a Holder’s employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within 12 months after the date thereof such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or any of its Subsidiaries, (ii) solicits any customers or employees of the Company or any of its Subsidiaries to do business with or render services to the Holder or any business with which the Holder becomes affiliated or to which the Holder renders services or (iii) uses or discloses to anyone outside the Company any confidential information or material of the Company or any of its Subsidiaries in violation of the Company’s policies or any agreement between the Holder and the Company or any of its Subsidiaries, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on the date that is six months prior to the date such Holder’s employment with the Company is terminated; provided, however, that if the Holder is a resident of the State of California, such right must be exercised by the Company for cash within six months after the date of termination of the Holder’s service to the Company or within six months after exercise of the applicable Stock Option, whichever is later. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold during such six month period) and the price the Holder paid the Company for such Shares.

(b) Termination for Cause . If a Holder’s employment with the Company or a Subsidiary is terminated for cause, the Committee may, in its sole discretion, require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold during such six month period) and the price the Holder paid the Company for such Shares.

(c) No Right of Employment . Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.

12.4. Investment Representations; Company Policy . The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s securities.

12.5. Additional Incentive Arrangements . Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.

12.6. Withholding Taxes . Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder from the Company or any Subsidiary.

12.7. Governing Law . The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the law of the State of Delaware (without regard to choice of law provisions).

12.8. Other Benefit Plans . Any award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to awards under this Plan).

12.9. Non-Transferability . Except as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.

12.10. Applicable Laws . The obligations of the Company with respect to all Stock Options and awards under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the Securities Act, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed.

12.11. Conflicts . If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length therein.

12.12. Certain Awards Deferring or Accelerating the Receipt of Compensation . To the extent applicable, all awards granted, and all Agreements entered into, under the Plan are intended to comply with Section 409A of the Code, which was added by the American Jobs Creation Act of 2004 and relates to deferred compensation under nonqualified deferred compensation plans. The Committee, in administering the Plan, intends, and the parties entering into any Agreement intend, to restrict provisions of any awards that may constitute deferred receipt of compensation subject to Code Section 409A requirements to those consistent with this Section. The Board may amend the Plan to comply with Code Section 409A in the future.

12.13. Non-Registered Stock . The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock on a national securities exchange or any other trading or quotation system, including Nasdaq.

Exhibit 99.1

FOR IMMEDIATE RELEASE

KITARA MEDIA ACQUIRES TOP HEALTH VIDEO SITE HEALTHGURU.COM; COMBINED BUSINESS 2014 REVENUES ESTIMATED AT $50 MILLION

Kitara Media and Health Guru Media Deliver Nearly 500 Million Video Advertising Views Per Month for Advertisers, Digital Marketers and Publishers

Jersey City, NJ, December 4, 2013 -- Kitara Media Corp. (OTCBB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers, today announced the acquisition of Health Guru Media, Inc., operator of Healthguru.com, the number one online health video resource site for consumers according to comScore.

Based on the agreement, Health Guru Media securityholders will receive an aggregate of 18 million shares of Kitara Media stock. Robert Regular will remain CEO of Kitara Media. Joshua Silberstein, CEO of Health Guru Media, will assume the role of President. The combined companies will accelerate growth of video advertising with custom video content, while advancing video technology offerings with an expanded team of resources.

The acquisition establishes Kitara Media as a company with an estimated $50 million in annual revenues and is expected to be EBITDA positive for the fiscal year ending December 31, 2014. As part of the transaction, Kitara Media raised $2 million from qualified investors in a private offering priced at 50 cents. The money raised will provide working capital to rapidly expand the merged company. As of the closing, Kitara Media has approximately 83 million shares outstanding and approximately 9 million stock options outstanding.

“Kitara Media and Health Guru Media create the 25th largest distributor of web video advertisements according to comScore,” said Robert Regular, CEO of Kitara Media. “Combining Kitara Media’s technology platform with Health Guru Media’s direct sales and content expertise creates growth opportunity in an explosive video market.”

“Healthguru.com is a leading health site in video engagement. We deliver more video streams than industry leading sites WebMD, Everyday Health and the next 10 largest health sites combined,” said Josh Silberstein, CEO of Health Guru Media. “Together with Kitara Media, we will deliver qualified audiences, engaging video content and data intelligence for advertisers, digital marketers and publishers.”

The Kitara Media acquisition of Health Guru Media enables the delivery of nearly 500 million video advertising views per month. The combined platform provides a focus for video growth in mobile and desktop leveraging a premium video offering with Health Guru Media’s proprietary content syndication technology and Kitara Media’s Propel+ video ad platform.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Further information on the transaction will be included in a Current Report on Form 8-K to be filed by Kitara Media with the Securities and Exchange Commission.

About Health Guru Media, Inc.

Health Guru Media, Inc. operates Healthguru.com, a leading online health video resource site for consumers. With over 4,000 professional digital videos and 75 million monthly video views, Health Guru Media optimizes brand opportunities to reach key users through tailored video formats. Syndicated through premium partners and publishers, consumers gain access to expert based insights on health issues. Health Guru Media provides health brand advertisers and digital marketers with both engaging content and targeted audiences. For more information visit http://www.healthguru.com.

About Kitara Media

Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With over 400 million monthly video views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. The company is headquartered in Jersey City, New Jersey. For more information visit http://www.kitaramedia.com.

Forward-Looking Statements:

Certain information and statements contained in this press release, including those regarding Kitara Media’s capital structure, ability to execute its operating plan, anticipated financial flexibility and other statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as “anticipates”, “expects,” “will” or comparable terms or the negative thereof. Such statements are based on management’s current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara Media and not all of which are known to Kitara Media, including, without limitation those risk factors described from time to time in Kitara Media’s reports filed with the SEC.

Media Contact:

Randy Orndorf

Executive Vice President of Marketing

RandyO@KitaraMedia.com

201.539.2204

Exhibit 99.2