MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 4th, 2013 • Remark Media, Inc. • Communications services, nec • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 29, 2013, by and among Remark Media, Inc., a Delaware corporation (“Buyer”), Pop Factory LLC, a Florida limited liability company (“Pop Factory”) and Gail Sonnenschein (“GS”), an individual resident of the State of Florida, and Howard Sonnenschein, an individual resident of the State of Florida (“HS”, and together with GS the only members of Company and hereinafter referred to as “Members”, and the Members, together with Pop Factory hereinafter referred to as “Sellers”).
AMENDMENT NUMBER ONE TO SECURITY AGREEMENTTo Security Agreement • April 4th, 2013 • Remark Media, Inc. • Communications services, nec • New York
This AMENDMENT NUMBER ONE (this “Amendment”) to that certain Security Agreement, dated as of November 23, 2012 (the “Original Agreement”), by and between Remark Media, Inc., a Delaware corporation (“Borrower”), and Digipac, LLC, a Delaware limited liability company (“Secured Party,” and together with Borrower, the “Parties”), is made and entered into as of April 2, 2013 (the “Amendment Date”), by and between Borrower and Secured Party, with respect to the following facts:
