Kitara Media Corp. and Future Ads LLC Agree to Merge

-Future Ads Projected EBITDA of $30 million for FYE 2014

-Industry Leader Jared Pobre To Become Chairman of Combined Company

-Combined Company to Enjoy Significant Revenue Opportunities and Cost Synergies

Kitara Media Corp. (OTC BB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), and Future Ads LLC, an Irvine, California based company in the advertising tech industry with unaudited projected revenues of approximately $90 million and unaudited projected EBITDA of approximately $30 million for the year ending December 31, 2014 ("Future Ads"), today jointly announced that they have entered into definitive agreements to merge their respective companies.

"For many years Future Ads and Kitara Media have delivered on exceptional performance and results for online advertisers and we are excited with the combination of the two companies and teams to further accelerate our products and solutions across mobile, display, video and data. Our assets and teams are complementary and the combination will strengthen our ability to drive outstanding advertiser performance as well as financial results," said Jared Pobre, Future Ads founder and Chief Executive Officer.

"The online advertising market is craving strong integrated solutions that can provide successful performance across many channels. The combination of Future Ads and Kitara Media will form a powerful online advertising platform to provide superior display and video advertising performance solutions to both advertisers and publishers. We are very excited to bring the talents and passion of the teams together to grow the mutual businesses to the benefit of our customers," said Bob Regular, Chief Executive Officer of Kitara.

After the transaction, the former members of Future Ads will own 53% of the fully diluted stock of the combined company. In addition, the members of Future Ads will receive cash at closing, deferred consideration that may be in cash or stock and have performance-based EBITDA "earn out" targets that would enable them to receive additional cash or stock consideration over the fiscal years ending 2015 to 2018, as more fully set forth in the definitive agreements. The Future Ads members will execute lock-up agreements alongside existing Kitara board member stockholders and other stockholders. Future Ads currently has no existing bank debt or long-term liabilities on its balance sheet.

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.

Upon consummation of the transactions, Jared Pobre will become Chairman of the Board of the combined company and Robert Regular will become Chief Executive Officer of the combined company. The newly combined company intends to apply for a listing on the NASDAQ stock market once it meets all listing criteria. It also intends to change its name in connection with the transaction to reflect the combined companies business' going forward.

The parties will seek to consummate the transactions by December 31, 2014. The transaction is subject to the satisfaction of customary closing conditions. There can be no assurance that a closing will occur.

Complete details and terms of the transaction, including the loan terms, will be contained in a Current Report on Form 8-K to be filed by Kitara on Tuesday due to the Columbus Day federal holiday closing of the Securities and Exchange Commission today.

Gibson, Dunn & Crutcher, LLP represented Future Ads in the transaction. Graubard Miller represented Kitara in the transaction.

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