DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • March 16th, 2023 • Remark Holdings, Inc. • Communications services, nec • Delaware
This DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2023, 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...Subordinated Convertible Debenture • March 16th, 2023 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2023 • Remark Holdings, Inc. • Communications services, nec
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2023 (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 Debenture Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Debenture Purchase Agreement”).
NOTE PURCHASE AGREEMENT (this “Agreement”)Note Purchase Agreement • March 16th, 2023 • Remark Holdings, Inc. • Communications services, nec
FOR VALUE RECEIVED, on October 31, 2023 (the “Maturity Date”), Remark Holdings, Inc., a Delaware corporation having its principal office at 800 S. Commerce Street, Las Vegas, NV 89106 (“Issuer”), and each subsidiary of Issuer 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 Issuer, the “Note Parties” and each a “Note Party”) shall pay to the Note Agent for the ratable account of the Holders in accordance with each Holder’s Applicable Percentage the principal amount outstanding together with accrued and unpaid interest on the unpaid principal balance of the Notes payable at a rate per annum equal to the Stated Interest Rate as defined in Section 1(c) below.
