On May 30, 2018, Propel Media, Inc. entered into a new senior secured credit facility with certain affiliates of MGG Investment Group, LP. The Facility provides for a senior secured term loan in the aggregate principal amount of $50,000,000 and a revolving credit facility in an aggregate principal amount not to exceed $7,000,000 at any time outstanding. The Company entered into the Facility in order to refinance its Existing Financing Agreement. At the closing of the transactions contemplated by the Facility on May 30, 2018, the Term Loan and Revolver were borrowed in full. The proceeds of the Facility are being used: (i) to repay existing debt under the Existing Financing Agreement, (ii) to pay fees and expenses related to the Facility and the transactions contemplated therein, (iii) to pay $5 million to certain of the Transferors (as defined below) as a portion of the deferred consideration due to them under the Exchange Agreement (as defined below) entered into in connection with the business combination between Kitara Media Corp. and Propel Media LLC (formerly known as Future Ads LLC), and (iv) for general working capital purposes. The Facility matures five years from the closing date. The Company may borrow, repay, and re-borrow the Revolver prior to maturity, subject to the terms, provisions, and limitations set in the Facility.