Remark Holdings Watch

from 8-K 3 pages Voting Agreement

from 8-K 3 pages Stock Purchase Agreement

from 8-K 26 pages Guaranty and Security Agreement

from 8-K 9 pages Exchange Agreement

from POS AM 3 pages Reference Is Made to That Certain Purchase Agreement Dated as of October 6, 2022 (The “Original Eloc Purchase Agreement”), as Amended by Those Certain Letter Agreements (The “Letter Agreements”) by and Between Remark Holdings, Inc. (“Remark” or the “Company”) and Ionic Ventures LLC (“Ionic”), Dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023, and by the First Amendment, Dated January 9, 2024, to the Purchase Agreement Dated as of October 6, 2022 (As Amended, the “Amended Eloc Purchase Agreement”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Amended Eloc Purchase Agreement

from S-1/A 3 pages Reference Is Made to That Certain Purchase Agreement Dated as of October 6, 2022 (The “Original Eloc Purchase Agreement”), as Amended by Those Certain Letter Agreements (The “Letter Agreements”) by and Between Remark Holdings, Inc. (“Remark” or the “Company”) and Ionic Ventures LLC (“Ionic”), Dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023, and by the First Amendment, Dated January 9, 2024, to the Purchase Agreement Dated as of October 6, 2022 (As Amended, the “Amended Eloc Purchase Agreement”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Amended Eloc Purchase Agreement

from POS AM 3 pages Reference Is Made to That Certain Purchase Agreement Dated as of October 6, 2022 (The “Original Eloc Purchase Agreement”), as Amended by Those Certain Letter Agreements (The “Letter Agreements”) by and Between Remark Holdings, Inc. (“Remark” or the “Company”) and Ionic Ventures LLC (“Ionic”), Dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023, and by the First Amendment, Dated January 9, 2024, to the Purchase Agreement Dated as of October 6, 2022 (As Amended, the “Amended Eloc Purchase Agreement”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Amended Eloc Purchase Agreement

from 8-K 19 pages Microsoft Customer Agreement

from 8-K 3 pages Amendment to Purchase Agreement

from 10-Q 2 pages Reference Reference Is Made to That Certain Subordinated Convertible Debenture, Dated as of March 14, 2023, Issued by Remark Holdings, Inc. (The “Company”) in Favor of Ionic Ventures, LLC or Its Registered Assigns (The “Holder”), in an Original Aggregate Principal Amount of $1,667,000 (Such Debenture, the “Original Debenture”) and Our Previous Agreement and Understanding That the Original Debenture Would Be Modified in Accordance With a Certain Separate Letter Agreement Dated September 15, 2023, Which Memorialized the Previously Agreed to Amendments. the Purpose of This Letter Agreement (This “Letter Agreement”) Is Simply to Memorialize the Terms Below, Which Have Previously Been Agreed to and Disclosed in an 8-K Filed With the Securities and Exchange Commission on or About September 21, 2023. Pursuant to This Letter Agreement, the Parties Hereto Codify the Previous Agreement as Follows: 1.section 9(a) of the Original Debenture Is Hereby Deleted in Its Entirety and Replaced by the Following

from 8-K 3 pages Reference Is Made to That Certain (A) (I) Purchase Agreement (As Modified From Time to Time, the “Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above (The “Investor”), and (II) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Purchase Agreement Transaction Documents”) and (B)(i) Debenture Purchase Agreement (As Modified From Time to Time, the “Debenture Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above, (II) the Subordinated Convertible Debenture (As Modified From Time to Time, the “Debenture”), and (III) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Debenture Transaction Documents” and Together With the Purchase Agreement Transaction Documents Referred to Collectively as the “Transaction Documents”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Purchase Agreement, or if Not Defined Therein, in the Debenture, or if Not Defined Therein, in the Applicable Transaction Document, in Each Case as of the Date Hereof. This Letter Agreement (This “Letter Agreement”) Confirms Our Recent Discussions About, Among Other Matters, the Following Modifications to the Purchase Agreement

from 8-K 3 pages Reference Is Made to That Certain (A) (I) Purchase Agreement (As Modified From Time to Time, the “Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above (The “Investor”), and (II) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Purchase Agreement Transaction Documents”) and (B)(i) Debenture Purchase Agreement (As Modified From Time to Time, the “Debenture Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above, (II) the Subordinated Convertible Debenture (As Modified From Time to Time, the “Debenture”), and (III) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Debenture Transaction Documents” and Together With the Purchase Agreement Transaction Documents Referred to Collectively as the “Transaction Documents”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Purchase Agreement, or if Not Defined Therein, in the Debenture, or if Not Defined Therein, in the Applicable Transaction Document, in Each Case as of the Date Hereof. This Letter Agreement (This “Letter Agreement”) Confirms Our Recent Discussions About, Among Other Matters, the Following Modifications to the Purchase Agreement

from 8-K 3 pages Reference Is Made to That Certain (A) (I) Purchase Agreement (As Modified From Time to Time, the “Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above (The “Investor”), and (II) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Purchase Agreement Transaction Documents”) and (B)(i) Debenture Purchase Agreement (As Modified From Time to Time, the “Debenture Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above, (II) the Subordinated Convertible Debenture (As Modified From Time to Time, the “Debenture”), and (III) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Debenture Transaction Documents” and Together With the Purchase Agreement Transaction Documents Referred to Collectively as the “Transaction Documents”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Purchase Agreement, or if Not Defined Therein, in the Debenture, or if Not Defined Therein, in the Applicable Transaction Document, in Each Case as of the Date Hereof. This Letter Agreement (This “Letter Agreement”) Confirms Our Recent Discussions About, Among Other Matters, the Following Modifications to the Purchase Agreement

from 8-K 27 pages Note Purchase Agreement

from 8-K 14 pages Registration Rights Agreement

from 8-K 41 pages Debenture Purchase Agreement

from 8-K 3 pages Reference Is Made to That Certain (A) (I) Purchase Agreement (As Modified From Time to Time, the “Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above (The “Investor”), and (II) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Purchase Agreement Transaction Documents”) and (B)(i) Debenture Purchase Agreement (As Modified From Time to Time, the “Debenture Purchase Agreement”), Dated as of October 6, 2022, Between the Company and the Purchaser Identified Therein, Which Is the Same as the Addressee Listed Above, (II) the Subordinated Convertible Debenture (As Modified From Time to Time, the “Debenture”), and (III) the Other Transaction Documents, as Modified From Time to Time, Referred to Collectively, as the “Debenture Transaction Documents” and Together With the Purchase Agreement Transaction Documents Referred to Collectively as the “Transaction Documents”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Purchase Agreement, or if Not Defined Therein, in the Debenture, or if Not Defined Therein, in the Applicable Transaction Document, in Each Case as of the Date Hereof. This Letter Agreement (This “Letter Agreement”) Confirms Our Recent Discussions About, Among Other Matters, Following Modifications to the Purchase Agreement

from S-1 4 pages Amendment No. 1 to the Debenture Purchase Agreement

from 8-K 8 pages Provisional Waiver and Consent Agreement

from 8-K 14 pages Registration Rights Agreement