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:
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).
REMARK MEDIA, INC. WARRANT TO PURCHASE COMMON STOCKRemark Media, Inc. • September 26th, 2016 • Communications services, nec • Delaware
This Warrant is issued by the Company in connection with that certain Second Amended and Restated Asset and Securities Purchase Agreement, dated as of September 20, 2016 (together with the schedules and exhibits thereto, the “Purchase Agreement”), by and among the Company, KanKan Limited, a company organized under the laws of the British Virgin Islands, China Branding Group Limited (In Provisional Liquidation), an exempted company organized under the laws of the Cayman Islands, by and through its Joint Provisional Liquidators (“CBG”), Adam Roseman, an individual, the Target Entities and the other parties listed on the signature page thereto, pursuant to which the Company has agreed to purchase certain assets and securities of CBG and the Target Entities. Except as otherwise specified herein, capitalized terms in this Warrant shall have the meanings set forth in the Purchase Agreement.
