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
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”).
CONFIDENTIALEngagement Agreement • September 30th, 2021 • Remark Holdings, Inc. • Communications services, nec • New York
The purpose of this letter (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Remark Holdings, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
