WTV WisdomTree US Value Fund

Increase in the Size of the Board of Directors

On September 15, 2022, at a meeting of the board of directors (the "Board") of iMedia Brands, Inc. ("we," "us," "our," or the "Company"), the Board voted to expand the number of members on the Board to nine.

Election of Richard E. French Jr. to the Board

On September 15, 2022, the Board elected Richard E. French Jr. to the board for a term expiring at our 2023 annual meeting of shareholders. Mr. French, age 81, has served as the president and chief executive officer of RNN Media Group since 1997. Prior to starting RNN Media Group Mr. French was the chief executive officer of SGI Graphics, a design and printing firm that produced annual and quarterly reports for Fortune 100 clients.

On April 7, 2021, the Company entered into a network affiliation agreement (“Affiliate Agreement”) for an initial term of three years with a two year auto-renewal with WRNN-TV Associates Limited Partnership ("WRNN"), a member of the RNN Media Group and affiliate of Mr. French. The Affiliate Agreement provides for the Company to broadcast their 24/7 shopping programming on the WRNN primary broadcast signal on certain major market stations from WRNN. The Affiliate Agreement requires payments for the broadcast rights over the course of the term from the Company to WRNN, to be payable on a monthly basis. Additionally, if certain conditions are met in a given year, an additional annual performance fee may be owed to WRNN.

On May 11, 2022, WRNN acquired 505,563 pre-funded warrants of the Company exercisable at $0.0001 per share at the offering price of $3.0699 per pre-funded warrant and warrants lasting five years to purchase 1,628,665 shares of the Company's common stock, exercisable at $2.94 per share in a registered direct offering conducted by the Company. More information regarding the offering can be found in Item 1.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 13, 2022.

Mr. French will receive our standard compensation for non-employee directors, with the cash compensation prorated to his appointment date, as described in our proxy statement for the 2022 annual meeting of shareholders, which was filed with the SEC on May 18, 2022. Each non-employee director receives $65,000 in a cash retainer annually for service on our Board. In addition, our non-employee directors receive a restricted stock unit award equal to $65,000 divided by the closing price on the date of grant that vest immediately prior to the next annual meeting of shareholders. These amounts will be prorated for the partial year, resulting in an award of 50,108 restricted stock units. Additionally, the restricted stock units are subject to the terms and conditions set forth in the form of restricted stock unit award agreement approved for grants under the plan, which was previously filed with the SEC.