COMMON STOCK PURCHASE WARRANT REMARK HOLDINGS, INC.Common Stock Purchase Warrant • September 30th, 2021 • Remark Holdings, Inc. • Communications services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five year anniversary of the date of effectiveness of the Resale Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Remark Holdings, Inc., a Delaware corporation (the “Company”), up to 4,237,290 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Remark Holdings, Inc. • Communications services, nec
REMARK HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee _________________ INDENTURE Dated as of [—], 20__ _________________ Debt SecuritiesIndenture • September 17th, 2021 • Remark Holdings, Inc. • Communications services, nec • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
REMARK HOLDINGS, INC. and Computershare Inc. Computershare Trust Company, N.A. as Warrant Agent Warrant Agency Agreement Dated as of August ___, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 11th, 2020 • Remark Holdings, Inc. • Communications services, nec • New York
WARRANT AGENCY AGREEMENT, dated as of August __, 2020 (“Agreement”), between Remark Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
REMARK HOLDINGS, INC. UNDERWRITING AGREEMENT [●] Shares of Series A Cumulative Redeemable Perpetual Preferred Stock Warrants to Purchase up to [●] Shares of Common StockUnderwriting Agreement • August 11th, 2020 • Remark Holdings, Inc. • Communications services, nec • New York
Remark Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of 9.5% Series A Cumulative Redeemable Perpetual Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase, upon the satisfaction of certain conditions, up to an aggregate of [●] shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional (i) [●] shares of Preferred Stock (the “Option Shares”) and/or (ii) [●]
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2012 • Remark Media, Inc. • Communications services, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of February, 2012 by and among Remark Media, Inc. (f/k/a HSW International, Inc.), a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
COMMON STOCK PURCHASE WARRANT To Purchase 65,359 Shares of Common Stock of HSW INTERNATIONAL, INC.Common Stock Purchase Warrant • March 10th, 2011 • HSW International, Inc. • Communications services, nec • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Theorem Capital, LLC, a California limited liability company and its successors and assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 P.M., Pacific Time, on the third anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from HSW International, Inc., a Delaware corporation (the “Company”), up to 65,359 shares (the “Warrant Shares”) of Common Stock (as hereinafter defined). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as hereinafter defined).
COMMON STOCK PURCHASE WARRANT REMARK HOLDINGS, INC.Common Stock Purchase Warrant • August 11th, 2020 • Remark Holdings, Inc. • Communications services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 91st day following the Original Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Remark Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant,
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 4th, 2020 • Remark Holdings, Inc. • Communications services, nec • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 3, 2020 by and between REMARK HOLDINGS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2020 • Remark Holdings, Inc. • Communications services, nec • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2020, by and between REMARK HOLDINGS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractDirector and Officer Indemnification Agreement • January 16th, 2009 • HSW International, Inc. • Communications services, nec • Delaware
REMARK MEDIA, INC. shares of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 31st, 2015 • Remark Media, Inc. • Communications services, nec • New York
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2012 • Remark Media, Inc. • Communications services, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 27th day of February, 2012 by and among Remark Media, Inc. (f/k/a/ HSW International, Inc.), a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
AMENDMENT NO. 6 AND WAIVER TO FINANCING AGREEMENTFinancing Agreement • May 21st, 2019 • Remark Holdings, Inc. • Communications services, nec • New York
Financing Agreement, dated as of September 24, 2015, by and among Remark Holdings, Inc., a Delaware corporation (the "Parent"), each subsidiary of the Parent listed as a "U.S. Borrower" on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "U.S. Borrower" hereunder, each a "U.S. Borrower" and, collectively, the "U.S. Borrowers"), KanKan Limited, a company organized under the laws of the British Virgin Islands (the "BVI Borrower", and together with the U.S. Borrowers, each a "Borrower" and, collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and, collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collecti
COMMON STOCK PURCHASE WARRANT REMARK HOLDINGS, INC.Common Stock Purchase Warrant • September 30th, 2021 • Remark Holdings, Inc. • Communications services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 29, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Remark Holdings, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, pursuant to the Financial Advisor Agreement dated September 27, 2021 by and between the Company and A.G.P./Alliance Global Partners (the “Financial Advisor Agreement”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2021 • Remark Holdings, Inc. • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2021, between Remark Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TAX BENEFIT PRESERVATION PLAN Dated as of June 4, 2015 by and between REMARK MEDIA, INC. and COMPUTERSHARE INC., as Rights AgentTax Benefit Preservation Plan • June 4th, 2015 • Remark Media, Inc. • Communications services, nec • New York
This TAX BENEFIT PRESERVATION PLAN (this “Plan”), dated as of June 4, 2015, is by and between Remark Media, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”). All capitalized terms used in this Plan have the meanings given thereto in Section 1.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 28th, 2015 • Remark Media, Inc. • Communications services, nec • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of September 24, 2015, made by each of the Grantors referred to below, in favor of MGG Investment Group LP (“MGG”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the ”Collateral Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 17th, 2014 • Remark Media, Inc. • Communications services, nec
This Stock Purchase Agreement (“Agreement”) is made and entered into on November 17, 2014 (“Effective Date”), by and between Remark Media, Inc., a Delaware corporation (“Company”), and Discover Growth Fund, a Cayman Islands exempted mutual fund (“Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • Delaware
THIS PURCHASE AGREEMENT (this “Purchase Agreement”), dated as of October 6, 2022, by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (the “Investor”).
July 6, 2011 Miss. Carrie B. Ferman New York, NY 10011 Dear Carrie:Employment Agreement • March 23rd, 2012 • Remark Media, Inc. • Communications services, nec • Georgia
On behalf of HSW International, Inc. (“HSW International” or the “Company”), I am pleased to offer you employment as Executive Vice President of Business Development and Strategy of HSW International under the terms set forth below in this letter agreement (the “Letter Agreement”), commencing on July 27, 2011 (the “Commencement Date”). The terms of your employment are set forth as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is entered into as of this 17th day of December, 2007 (this "Amendment"), by and among HSW INTERNATIONAL, INC., a Delaware corporation ("Company"), HOWSTUFFWORKS, INC., a Delaware corporation ("HSW"), and WEI ZHOU, a citizen of Germany ("Zhou").
ContractSenior Secured Convertible Term Note • February 4th, 2014 • Remark Media, Inc. • Communications services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
February 14, 2024Eloc Purchase Agreement • February 14th, 2024 • Remark Holdings, Inc. • Communications services, nec
SECOND AMENDED AND RESTATED ASSET AND SECURITIES PURCHASE AGREEMENTAsset and Securities Purchase Agreement • September 26th, 2016 • Remark Media, Inc. • Communications services, nec • Delaware
This Second Amended and Restated Asset and Securities Purchase Agreement (this “Agreement” or this “Asset and Securities Purchase Agreement”), dated as of September 20, 2016, is entered into by and among:
AGREEMENT AND PLAN OF MERGER AMONG REMARK MEDIA, INC., REMARK FLORIDA, INC., AND BANKS.COM, INC. Dated as of February 26, 2012Merger Agreement • February 28th, 2012 • Remark Media, Inc. • Communications services, nec • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 26, 2012, is by and among Remark Media, Inc., a Delaware corporation (“Parent”), Remark Florida, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Banks.com, Inc., a Florida corporation (the “Company”).
September 15, 2023Purchase Agreement • September 21st, 2023 • Remark Holdings, Inc. • Communications services, nec
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • March 16th, 2023 • Remark Holdings, Inc. • Communications services, nec • Delaware
This DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2023, is by and among Remark Holdings, Inc., a Delaware corporation (the “Company”), and the buyer signatory made a party hereto (“Buyer”).
TERMINATION AGREEMENTTermination Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into as of the 17th day of December, 2007, by and between HSW INTERNATIONAL, INC., a Delaware corporation (the "Company"), and HOWSTUFFWORKS, INC., a Delaware corporation ("HSW").
HSW INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2007 • HSW International, Inc. • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2007, is entered into by and among HSW International, Inc., a Delaware corporation (the “Company”), Wei Zhou, a citizen of Germany (“Zhou”), and HowStuffWorks, Inc., a Delaware corporation (“HSW”, each of Zhou and HSW, an “Investor”, and collectively, the “Investors”).
ContractOption Agreement • June 24th, 2011 • HSW International, Inc. • Communications services, nec • Delaware
THIS OPTION AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE SOLD OR OFFERED FOR SALE, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXCEPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • September 26th, 2016 • Remark Media, Inc. • Communications services, nec • New York
AMENDMENT NO. 1 TO FINANCING AGREEMENT, dated as of September 20, 2016 (this “Amendment”), amends the Financing Agreement, dated as of September 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Remark Media, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “U.S. Borrower” on the signature pages thereto (together with the Parent and each other Person that executes a Joinder Agreement (as defined therein) and becomes a “U.S. Borrower” thereunder, each a “U.S. Borrower” and, collectively, jointly and severally, the “U.S. Borrowers”), KanKan Limited, a company organized under the laws of the British Virgin Islands (the “BVI Borrower” and together with the U.S. Borrowers, each, a “Borrower” and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2016 • Remark Media, Inc. • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 20, 2016, is made and entered into by and among Remark Media, Inc., a Delaware corporation (the “Company”), each of the parties listed as Subscribers on the signature page hereto (each, a “Subscriber” and collectively, the “Subscribers”, and the Company and the Subscribers are each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement (as defined below).
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York
THIS FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT is entered into as of this day of August, 2007 (this "Amendment"), by and among INTAC INTERNATIONAL, INC., a Nevada corporation ("Seller Parent"), INTAC International Holdings Limited, a Hong Kong corporation (the "Seller"), Intac (Tianjin) International Trading Company, a wholly owned subsidiary of Seller incorporated under the laws of the People's Republic of China ("Intac Trading"), Cyber Proof Investments Ltd., a British Virgin Islands corporation (the "Purchaser") and Wei Zhou, a national of the Federal Republic of Germany and sole shareholder of Purchaser ("Purchaser Shareholder")
SERVICES AGREEMENTServices Agreement • September 26th, 2013 • Remark Media, Inc. • Communications services, nec • New York
This Agreement (the “Agreement”) is entered into as of November 13, 2012, and effective as of November 15, 2012, between TheStreet, Inc., a Delaware corporation with its principal place of business at 14 Wall Street, 15th Floor, New York, New York 10005 (“TheStreet”) and Remark Media, a Delaware corporation with its principal place of business at 6 Concourse Parkway, Atlanta, GA 30328 (“Remark”, and collectively with TheStreet, the “Parties”) .
