WTV WisdomTree US Value Fund

On May 4, 2023, iMedia Brands, Inc. (the “Company”) received a Notice of Acceleration and Demand for Payment (the “Synacor Notice”) from Synacor, Inc. (“Synacor”) dated May 4, 2023, with respect to the following documents (collectively, the “Synacor Documents”): (i) the Secured Promissory Note dated July 30, 2021, by the Company’s wholly-owned subsidiary, Portal Acquisition Company (“Portal”), in favor of Synacor in the original principal amount of $10,000,000 (the “Note”), which includes the guarantee of the Company in favor of Synacor (the “Guarantee”), (ii) the Asset Purchase Agreement dated July 30, 2021, among Portal, Synacor, and the Company (the “Asset Purchase Agreement”), (iii) the extension letter dated April 14, 2023, between Portal and Synacor (the “Extension Letter”), and (iv) all other guarantees, documents, and agreements executed and/or delivered in connection therewith or related thereto.

The Synacor Notice informed the Company that events of default have occurred under the Synacor Documents due to Portal’s failure to pay the sum of the quarterly payment, accrued interest, and extension fee by April 28, 2023, and that, pursuant to the terms of the Note, Synacor has elected to accelerate the maturity of all of the obligations owed by Portal and the Company and has demanded payment by May 11, 2023, of all obligations owed by Portal and the Company under the Synacor Documents plus accrued and unpaid interest, attorney fees, expenses and other costs of collection, minus offsets totaling approximately $3,845,039.81. The Company is working with Synacor to address this matter in order to, among other things, reach an agreement on recission of the acceleration in the near term.

The events giving rise to the Synacor Notice also constitutes an event of default under the Loan and Security Agreement dated July 30, 2021 (as amended, the “Loan and Security Agreement”), by and among the Company, as the lead borrower, certain of its subsidiaries party thereto as borrowers, Siena Lending Group LLC (“Siena”) and the other financial institutions party thereto from time to time as lenders, Siena, as agent, and certain additional subsidiaries of the Company, as guarantors thereunder. As previously reported in the Company’s Current Report on Form 8-K filed on April 12, 2023, the Company entered into a Forbearance Agreement, Tenth Amendment to Loan and Security Agreement and Amendment to Fee Letter (the “Amendment”) on April 10, 2023, which amended the Loan and Security Agreement and provided that the lenders agreed to forbear from exercising rights and remedies available as a result of certain existing events of default under the Loan and Security Agreement for a specified period of time. However, the events giving rise to the Synacor Notice caused a forbearance termination under the Forbearance Agreement.