PURCHASE AGREEMENTPurchase Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • Delaware
THIS PURCHASE AGREEMENT (this “Purchase Agreement”), dated as of October 6, 2022, by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (the “Investor”).
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • Delaware
This DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of October 6, 2022, is by and among Remark Holdings, Inc., a Delaware corporation (the “Company”), and the buyer signatory made a party hereto (“Buyer”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • Delaware
THIS DEBENTURE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS DEBENTURE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(B)(1)(I). THE CONTACT INFORMATION OF THE COMPANY REPRESENTATIVE IS SET FORTH IN THE DEBENTURE PURCHASE AGREEMENT.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • Delaware
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of October 6, 2022, by and between IONIC VENTURES, LLC (the “Junior Lender”), REMARK HOLDINGS, INC., a Delaware corporation (“Borrower”), and MUDRICK CAPITAL MANAGEMENT, LP. and/or one or more managed funds or accounts (collectively and each without differentiation, the “Senior Lender”) under the Senior Loan Agreement defined below.
PROVISIONAL WAIVER AND CONSENT AGREEMENTProvisional Waiver and Consent Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • New York
This PROVISIONAL WAIVER AND CONSENT AGREEMENT, dated as of October 6, 2022 (this “Agreement”), is entered into by and between REMARK HOLDINGS, INC., a Delaware corporation having its principal office at 800 S. Commerce Street, Las Vegas, NV 89106 (“Borrower”), and each subsidiary of Borrower listed on the signature pages hereto or that after the date hereof delivers such a signature page (each a “Guarantor”, collectively, the “Guarantors” and, together with Borrower, the “Loan Parties” and each a “Loan Party”) and MUDRICK CAPITAL MANAGEMENT, LP. and/or one or more managed funds or accounts (collectively and each without differentiation, the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • Remark Holdings, Inc. • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2022 (the “Signing Date”), by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Share Purchase Agreement”) and the Debenture Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Debenture Purchase Agreement”, and together with the Share Purchase Agreement, the “Purchase Agreements”).
