Future Ads LLC entered into definitive agreement to acquire Kitara Media Corp. (OTCBB:KITM) from Selling Source, LLC, Ironbound Partners Fund LLC, Castile Ventures, Dace Ventures, Diker Micro Cap Fund LP, fund of Diker Management, LLC, MTL Investments Inc and others in a reverse merger transaction on October 10, 2014. The Future Ads members will execute lock-up agreements alongside existing Kitara Board member stockholders and other stockholders. Kitara has received a fully committed up to $96 million in senior secured debt financing consisting of an $81 million term facility and a $15 million asset-based revolving facility from Highbridge Principal Strategies, LLC that is subject only to the execution of definitive loan documents and satisfaction of closing conditions. As on January 6, 2014, Kitara has received a fully committed debt facility from a nationally recognized lender that is subject only to the execution of definitive loan documents and satisfaction of closing conditions. The debt facility is expected to be consummated simultaneously with the transactions. Special Meeting of stockholders was adjourned to January 15, 2015.

The combined company intends to change its name in connection with the transaction to reflect the combined companies business' going forward. Upon consummation of the transactions, Future Ads founder and Chief Executive Officer, Jared Pobre will become Chairman of combined company and Robert Regular will become Chief Executive Officer of the combined company. Lisa VanPatten resigned as Chief Financial Officer of Kitara and Joshua Silberstein resigned as the President and a member of the Board of Directors of Kitara. The combined company intends to apply for a listing on the NASDAQ stock market once it meets all listing criteria.

The transaction is subject to the satisfaction of customary closing conditions including the receipt of all requisite antitrust approvals, shareholders of Kitara, registration statement on Form S-4, completion of reorganization, completion of debt financing, execution of stockholders agreement, registration rights agreement, lockup agreements and employment agreements. Kitara's Board of Directors has unanimously approved the agreement. The transaction is expected to consummate by December 31, 2014.

On December 23, 2014, an amendment is signed where it modifies the calculation of Future Ads' working capital for the purposes of the adjustment by including Future Ads' advertiser deposits less $0.89 million as current liabilities. Kitara Media announced on December 29, 2014 that its special meeting of stockholders relating to its proposed merger with Future Ads was adjourned to January 6, 2015 as Securities and Exchange Commission has not yet completed its review of the proxy statement or prospectus. Kitara Media announced on January 16, 2015, that it has adjourned its special meeting of stockholders to January 26, 2015. The parties expect to consummate the merger shortly after the meeting.

J. Keith Biancamano from Gibson, Dunn & Crutcher, LLP acted as legal advisor for Future Ads and its shareholders and David Alan Miller and Jeffrey M. Gallant from Graubard Miller acted as legal advisors for Kitara.

Future Ads LLC completed the acquisition of Kitara Media Corp. (OTCBB:KITM) from Selling Source, LLC, Ironbound Partners Fund LLC, Castile Ventures, Diker Micro Cap Fund LP, fund of Diker Management, LLC, MTL Investments Inc and others in a reverse merger transaction on January 28, 2015. Under the transaction, Future Ads would own approximately 62% of the combined company. Jared Pobre, Chief Executive Officer of Future Ads, has been appointed as Chairman of the Board of the combined company and Robert Regular, Chief Executive Officer of Kitara, has been appointed Chief Executive Officer of the combined company. The shareholders of Kitara Media approved the transaction in its special meeting of stockholders on January 26, 2015.