FINANCING AGREEMENT Dated as of September 24, 2015 by and among REMARK MEDIA, INC., AND EACH SUBSIDIARY OF REMARK MEDIA, INC. LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO as Borrowers, EACH SUBSIDIARY OF REMARK MEDIA, INC. LISTED AS A GUARANTOR...Financing Agreement • September 28th, 2015 • Remark Media, Inc. • Communications services, nec • New York
Financing Agreement, dated as of September 24, 2015, by and among Remark Media, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, 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 collectively, the ”Lenders”), MGG Investment Group LP (“MGG”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the ”Collateral Agent”), and MGG, as administrativ
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2015 • Remark Media, Inc. • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [ ], 2015, 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).
VEGAS.COM, LLCLetter Agreement • September 28th, 2015 • Remark Media, Inc. • Communications services, nec
LOAN AGREEMENTLoan Agreement • September 28th, 2015 • Remark Media, Inc. • Communications services, nec • Nevada
This Agreement dated as of September 24, 2015, is between BANK OF AMERICA, N.A. (the "Bank") and VEGAS.COM, LLC, a Nevada limited liability company (the "Borrower").
ContractRemark Media, Inc. • September 28th, 2015 • Communications services, nec • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
