COMMON STOCK PURCHASE WARRANT REMARK HOLDINGS, INC.Remark Holdings, Inc. • August 11th, 2020 • Communications services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. 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 91st day following the Original Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2025 (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. 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant,
REMARK HOLDINGS, INC. and Computershare Inc. Computershare Trust Company, N.A. as Warrant Agent Warrant Agency Agreement Dated as of August ___, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 11th, 2020 • Remark Holdings, Inc. • Communications services, nec • New York
WARRANT AGENCY AGREEMENT, dated as of August __, 2020 (“Agreement”), between Remark Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
REMARK HOLDINGS, INC. UNDERWRITING AGREEMENT [●] Shares of Series A Cumulative Redeemable Perpetual Preferred Stock Warrants to Purchase up to [●] Shares of Common StockUnderwriting Agreement • August 11th, 2020 • Remark Holdings, Inc. • Communications services, nec • New York
Remark Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of 9.5% Series A Cumulative Redeemable Perpetual Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase, upon the satisfaction of certain conditions, up to an aggregate of [●] shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional (i) [●] shares of Preferred Stock (the “Option Shares”) and/or (ii) [●]
