0001368365-12-000033 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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.

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PURCHASE AGREEMENT
Purchase 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”).

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