Exhibit 14.1



PROPEL
MEDIA, INC.



CODE
OF ETHICS



|1. | Introduction
|-- | ------------



The Board
of Directors of Propel Media, Inc. has adopted this code of ethics (the “Code”), which is applicable to all directors,
officers and employees,to:



| | ● | promote honest
    and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
    relationships;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | promote the full,
    fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to,
    the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf
    of the Company;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | promote compliance
    with applicable governmental laws, rules and regulations;
| | - | --------------------------------------------------------------------------------



| | ● | deter wrongdoing;
    and
| | - | -------------------------



| | ● | require prompt
    internal reporting of breaches of, and accountability for adherence to, this Code.
| | - | -----------------------------------------------------------------------------------------------------



This Code
may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company”
mean Propel Media, Inc. (the “Parent”) and, in appropriate context, the Parent’s subsidiaries.



|2. | Honest, Ethical and Fair Conduct
|-- | --------------------------------



Each person
owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit,
dishonesty and subordination of principle are inconsistent with integrity. Service to the Company never should be subordinated
to personal gain and advantage.



Each person
must:



| | ● | Act with integrity,
    including being honest and candid while still maintaining the confidentiality of the Company’s information where required
    or in the Company’s interests.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Observe all applicable
    governmental laws, rules and regulations.
| | - | --------------------------------------------------------------------



| | ● | Comply with the
    requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard
    of accuracy and completeness in the Company’s financial records and other business-related information and data.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













| | ● | Adhere to a high
    standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | ● | Deal fairly with
    the Company’s customers, suppliers, competitors and employees.
| | - | -----------------------------------------------------------------------------------



| | ● | Refrain from taking
    advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts
    or any other unfair-dealing practice.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Protect the assets
    of the Company and ensure their proper use.
| | - | ------------------------------------------------------------------



| | ● | Refrain from taking
    for themselves personally opportunities that are discovered through the use of corporate assets or using corporate assets,
    information or position for general personal gain outside the scope of employment with the Company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Avoid conflicts
    of interest, wherever possible, except under guidelines or resolutions approved by the Board of Directors (or the appropriate
    committee of the Board). Anything that would be a conflict for a person subject to this Code also will be a conflict if it
    is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but
    are not limited to, the following:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | any significant
    ownership interest in any supplier or customer;
| | - | -------------------------------------------------------------------



| | ● | any consulting
    or employment relationship with any customer, supplier or competitor;
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| | ● | any outside business
    activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities
    with the Company;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the receipt of
    any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective
    business dealings;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | being in the position
    of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | ● | selling anything
    to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors
    are permitted to so purchase or sell; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | any other circumstance,
    event, relationship or situation in which the personal interest of a person subject to this Codeinterferes –
    or even appears to interfere – with the interests of the Company as a whole.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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|3. | Disclosure
|-- | ----------



The Company
strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and
other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate. Each person must:



| | ● | not knowingly
    misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including
    to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental
    officials, as appropriate; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | in relation to
    his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



In addition
to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Parent and each subsidiary of Parent (or persons
performing similar functions), and each other person that typically is involved in the financial reporting of the Company must
familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial
operations of the Company.



Each person
must promptly bring to the attention of the Chairman of the Audit Committee of Parent’s Board of Directors (or the Chairman
of the Parent’s Board of Directors if no Audit Committee exists) any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s
ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.



|4. | Compliance
|-- | ----------



It is
the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal
responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules
and regulations, including those relating to accounting and auditing matters.





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|5. | Reporting and Accountability
|-- | ----------------------------



The Board
of Directors or Audit Committee, if one exists, of the Parent is responsible for applying this Code to specific situations in
which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes
aware of any existing or potential breach of this Code is required to notify the Chairman of the Board of Directors or Audit Committee
promptly. Failure to do so is itself a breach of this Code.



Specifically,
each person must:



| | ● | Notify the Chairman
    promptly of any existing or potential violation of this Code.
| | - | -------------------------------------------------------------------------------------



| | ● | Not retaliate
    against any other person for reports of potential violations that are made in good faith.
| | - | -----------------------------------------------------------------------------------------------------------



The Company
will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:



| | ● | The Board of Directors
    or Audit Committee, if one exists, will take all appropriate action to investigate any breaches reported to it.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | ● | If the Audit Committee,
    if one exists, determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Upon being notified
    that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action
    as it deems appropriate, after consultation with the Audit Committee (if one exists) and/or General Counsel, up to and including
    dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law
    enforcement authorities.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



No person
following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee
thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and
conditions of employment.



|6. | Waivers and Amendments
|-- | ----------------------



Any waiver
(defined below) or an implicit waiver (defined below) from a provision of this Code for theprincipal executive officer,
principal financial officer, principal accounting officer or controller, and persons performing similar functionsor any
amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in
a Current Report on Form 8-K filed with the SEC.



A “waiver”
means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit
waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure
from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means
any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.



All persons
should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code.
The Company expects full compliance with this Code.





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|7. | Other Policies and Procedures
|-- | -----------------------------



Any other
policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company
prior to the date hereof or hereafter are separate requirements and remain in full force and effect.



|8. | Inquiries
|-- | ---------



All inquiries
and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Parent’s
Secretary.





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