Exhibit 4.9


 


REMARK HOLDINGS, INC.


 


and


 


Computershare
Inc.


 


Computershare
Trust Company, N.A.


 


as


 


Warrant Agent


 


Warrant Agency Agreement


 


Dated as of August ___, 2020


 






     


    


    

 


WARRANT AGENCY AGREEMENT


 


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”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to
a registered offering by the Company (the “Offering”) of up to a total of 150,000 units (the “Units”)
consisting of 600,000 shares of 9.5% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the
“Series A Preferred”) and 150,000 warrants to purchase common stock (the “Warrants”, and together with
the Warrant Shares (as defined below), the Units and the Series A Preferred, the “Securities”);


 


WHEREAS, each Unit
consists of (i) four shares of Series A Preferred and (ii) one Warrant which may become exercisable to purchase one share of the
Company’s common stock, par value $0.001 per share (the “Warrant Shares”);


 


WHEREAS, the Company
granted an over-allotment option to purchase up to 22,500 Units, consisting of a total of 90,000 shares of Series A Preferred and
22,500 Warrants (the “Over-Allotment Option”) to the Underwriters;


 


WHEREAS, upon the terms
and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form S-1, as amended
(File No. 333- 239944) (the “Registration Statement”), and the terms and conditions of the Warrant Certificate,
the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders,”
which term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants
are held in “street name,” a Participant (as defined below) or a designee appointed by such Participant); and


 


WHEREAS, the Series
A and Warrants to be issued in connection with the Offering shall be issued separately, but will be purchased together in the Offering;
and


 


WHEREAS, the Company
wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrants.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1.                Certain Definitions.
For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:


 


(a)             
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


(b)             
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not
be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers)
of commercial banks in The City of New York generally are open for use by customers on such day.


 






     


    


    

 


(c)             
“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(d)            
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture,
trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 


(e)             
“Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).


 


All other capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2.                 Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms and
conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section
3.                  Global Warrants.


 


(a)             
The Warrants shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”),
in the form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede &
Co., a nominee of The Depository Trust Company (the “DTC”), or as otherwise directed by the DTC. Ownership of
beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by (i) the DTC or its nominee for each Global Warrant or (ii) institutions that have accounts with the DTC (such institution, with
respect to a Warrant in its account, a “Participant”).


 


(b)             
If the DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it
is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the DTC to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent
to deliver to each Holder a Warrant Certificate. In such event, the transfer, exchange or exercise of the Warrants shall be conducted
in accordance with the customary procedures of the Warrant Agent.


 


(c)             
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a separate certificate substantially in the form attached hereto as Exhibit 1 (such separate
certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request shall be in the
form attached hereto as Exhibit 2, properly completed and duly executed (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice.  Such Definitive Certificate shall be dated the original issue date of the
Warrants, shall be executed manually or by facsimile by an authorized signatory of the Company, shall be substantially in the form
attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant
Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within
ten (10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate
Request Notice (“Warrant Certificate Delivery Date”).  If the Company fails for any reason to deliver to
the Holder the Definitive Certificate subject to a Warrant Certificate Request Notice by the Warrant Certificate Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced
by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the Common Shares on the Warrant Certificate
Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive
Certificate is delivered or, prior to delivery of such Definitive Certificate, the Holder rescinds such Warrant Exchange. 
Except as provided in Section 16, the Warrant Agent shall have no liability for the Company’s failure to deliver to the Holders
the Definitive Certificate as set forth in this paragraph 3(c). The Company covenants and agrees that, upon the date of delivery
of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding
anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms
and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c),
3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate.


 






     


    


    

 


 (d)             
A Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time
to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written
notice by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate
for a beneficial interest in Global Warrants held in book-entry form through the DTC evidencing the same number of Warrants, which
request shall be in the form attached hereto as Exhibit 3, properly completed and duly executed (a “Global Warrants
Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global Warrants
Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates
for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form through the DTC,
a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants Exchange and shall promptly
direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants
Request Notice, which beneficial interest in such Global Warrants shall be delivered by the DTC’s Deposit or Withdrawal at
Custodian system to the Holder pursuant to the instructions in the Global Warrants Request Notice.  In connection with a Global
Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants to the
Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global
Warrant Request Notice (“Global Warrants Delivery Date”). The Company covenants and agrees that, upon the date
of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 


Section
4.                 Form of Warrant Certificates.
The Warrant Certificate, together with the form of election to purchase Common Shares (“Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be substantially in the form of Exhibit 1 hereto.


 


Section
5.                 Countersignature and
Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, by facsimile
signature. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer
of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper
officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such
person was not such an officer.


 


The Warrant Agent will
keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of
the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant
Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant
Certificate.


 






     


    


    

 


Section
6.                Transfer, Split Up, Combination
and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Global
Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject
to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent,
at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term
is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants may
be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant or Global
Warrants, entitling the Holder to purchase a like number of Common Shares as the Warrant Certificate or Warrant Certificates or
Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up,
combine or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent,
and shall surrender the Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the office
of the Warrant Agent designated for such purposes, provided that no such surrender is applicable to the Holder of a Global Warrant.
Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence
of authority of the party making such request that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject
to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange
of Warrant Certificates. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties
hereto and provided separately on the date hereof.


 


Upon receipt by the
Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate,
which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof
remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount reasonably satisfactory to the
Warrant Agent, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed
or mutilated.


 


Section
7.                  Exercise of
Warrants; Exercise Price; Termination Date.


 


(a)              
The Warrants shall be exercisable commencing on the Issue Date. The Warrants shall cease to be exercisable and shall terminate
and become void as set forth in the Warrant Certificate.  Subject to the foregoing and to Section 7(b) below, the Holder of
a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed
Notice of Exercise and payment of the Exercise Price, which may be made, at the option of the Holder, by wire transfer or by certified
or official bank check in United States dollars, to the Warrant Agent at the office of the Warrant Agent designated for such purposes
or to the office of one of its agents as may be designated by the Warrant Agent from time to time. In the case of the Holder of
a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price pursuant to Section
2(a) of the Warrant. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial
interest in a Global Warrant held in book-entry form through the DTC (or another established clearing corporation performing similar
functions), shall effect exercises by delivering to the DTC (or such other clearing corporation, as applicable) the appropriate
instruction form for exercise, complying with the procedures to effect exercise that are required by the DTC (or such other clearing
corporation, as applicable). The Company acknowledges that the bank accounts maintained by Computershare in connection with the
services provided under this Agreement will be in its name and that Computershare may receive investment earnings in connection
with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time.  Neither
the Company nor the Holders will receive interest on any deposits or Exercise Price.  No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.
The Company hereby acknowledges and agrees that, with respect to a holder whose interest in a Global Warrant is a beneficial interest
in a Global Warrant held in book-entry form through the DTC (or another established clearing corporation performing similar functions),
upon delivery of irrevocable instructions to such holder’s Participant to exercise such warrants, that solely for purposes
of Regulation SHO that such holder shall be deemed to have exercised such warrants.


 


(b)             
Upon receipt of a Notice of Exercise for a cashless exercise pursuant to Section 2(c) of the Warrant (a “Cashless Exercise”)
the Company will promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with
such Cashless Exercise and deliver a copy of the Notice of Exercise to the Warrant Agent, which shall issue such number of Warrant
Shares in connection with such Cashless Exercise. The Warrant Agent shall have no duty or obligation to investigate or confirm
whether the Company’s determination of the number of Warrant Shares to be issued on such exercise is accurate or correct.


 






     


    


    

 


(c)             
Upon the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall
cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder
of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than
the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the
DWAC system of the DTC and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares
to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates
for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker
with the DTC through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders
pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and not
that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise,
if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant
Shares to be purchased upon exercise of such Holder’s Warrant by the Warrant Share Delivery Date, the Warrant Agent will
not obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable
Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered
to the Warrant Agent.


 


(d)             
The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the
Company maintained with Computershare for such purpose (or to such other account as directed by the Company in writing) and shall
advise the Company via email upon receipt of each notice of exercise. The Warrant Agent shall forward funds received for warrant
exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company,
or as otherwise from time to time as reasonably requested by the Company.


 


Section
8.                Cancellation and Destruction
of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or
in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificate shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant
Agent to retain such canceled certificates.


 


Section
9.                 Certain Representations;
Reservation and Availability of Common Shares or Cash.


 


(a)             
This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery
hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company
in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due
authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their
terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b)            
As of the date hereof, the authorized capital stock of the Company consists of (i) 500,000,000 Common Shares, of which approximately
6,416,666 Common Shares are issued and outstanding as of June 15, 2020, and 39,428,571 Common Shares are reserved for issuance
upon exercise of the Warrants, (ii) 100,000,000 Class B common shares, par value $0.001 per share, and (iii) 100,000,000 preferred
shares, par value $0.001 per share, of which 5,000 Series B preferred shares are issued and outstanding. Except as disclosed in
the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase
from the Company any class of capital stock of the Company.


 






     


    


    

 


(c)            
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common
Shares or its authorized and issued Common Shares held in its treasury, free from preemptive rights, the number of Common Shares
that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)             
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing
Common Shares upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or
delivery of certificates for Common Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants
surrendered for exercise or to issue or deliver any certificate for Common Shares upon the exercise of any Warrants and the Warrant
Agent shall not be required to take any related action until any such tax or governmental charge shall have been paid (any such
tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been
established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge
is due.


 


Section
10.              Common Shares Record Date. Each
Person in whose name any certificate for Common Shares is issued (or to whose broker’s account is credited Common Shares
through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for
the Common Shares represented thereby on, and such certificate shall be dated, the date on which submission of the Notice of Exercise
was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein) and payment
of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date; provided,
however, that if the date of submission of the Notice of Exercise is a date upon which the Common Shares transfer books
of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding day on which the Common Shares transfer books of the Company are open.


 


Section
11.              Adjustment of Exercise Price, Number
of Common Shares or Number of the Company Warrants. The Exercise Price, the number of shares covered by each Warrant and the
number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of
any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Common
Shares, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained
in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the Common
Shares shall apply on like terms to any such other shares.  All Warrants originally issued by the Company subsequent to any
adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted
Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Warrants, all subject
to further adjustment as provided herein.


 


Section
12.               Certification of Adjusted Exercise
Price or Number of Common Shares. Whenever the Exercise Price or the number of Common Shares issuable upon the exercise of
each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the
Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Warrant Agent and with each transfer agent for the Common Shares a copy of such certificate and (c) instruct the
Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate. The Warrant Agent shall be fully protected
in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with
respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received
such certificate.


 






     


    


    

 


Section
13.               Fractional Common Shares.


 


(a)            
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect
a rounding of such fraction to the nearest whole Warrant (rounded down).


 


(b)            
The Company shall not issue fractions of Common Share upon exercise of Warrants or distribute stock certificates which evidence
fractional Common Shares. Whenever any fraction of a Common Share would otherwise be required to be issued or distributed, the
actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section
14.              Conditions of the Warrant Agent’s
Obligations. The Warrant Agent accepts its obligations herein set forth upon the express terms and conditions hereof, including
the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the
Warrant Certificates shall be subject:


 


(a)             
Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on the
fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by
the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred without gross negligence or willful misconduct by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent; provided, that the Company shall not be entitled to any right of set off and such gross negligence or willful
misconduct shall be determined by a final non-appealable judgment of a court of competent jurisidiction. The Company also agrees
to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence,
or willful misconduct on the part of the Warrant Agent (in each case as determined by a final, non-appealable decision of a court
of competent jurisdiction), arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable
costs and expenses of defending against any claim of such liability. Anything in this Agreement to the contrary notwithstanding,
in no event shall the Warrant Agent be liable under or in connection with this Agreement for indirect, special, incidental, punitive
or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable,
even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages
are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or
agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise,
is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as
fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the
Company hereunder.


 


(b)             
Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant
Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with
any of the Holders of Warrant Certificates or beneficial owners of Warrants. 


 






     


    


    

 


(c)             
Counsel. The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the
advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in the absence of bad faith and in accordance with the advice or opinion of such counsel.


 


(d)             
Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted
by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)             
Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire
any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to
the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations
of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent
the Warrant Agent from acting as trustee under any indenture to which the Company is a party.


 


(f)              
No Liability for Interest. The Warrant Agent shall have no liability for interest on any monies at any time received by
it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g)             
No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement
or the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h)             
No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made solely
by the Company.


 


(i)              
No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve
it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application
by the Company of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in
the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.


 


Section
15.                Purchase or Consolidation
or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor Warrant Agent may be merged or
with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent or any successor
Warrant Agent shall be party, or any Person succeeding to the corporate trust business of the Warrant Agent or any successor Warrant
Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Warrant
Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created
by this Agreement  any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant
Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and
in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and
in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 






     


    


    

 


In case at any time
the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but
not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such
Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have
the full force provided in the Warrant Certificates and in this Agreement.


 


Section
16.               Duties of Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following express terms and conditions,
by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)              
Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a certificate signed by the Chief Executive Officer or Vice President of the Company; and such certificate shall be full authentication
to the Warrant Agent for any action taken or suffered by it under the provisions of this Agreement in reliance upon such certificate.


 


(b)              
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence
or willful misconduct (in each case as determined by a final non-appealable court of competent jurisdiction).


 


(c)              
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement
or in the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only.


 


  


 


(d)              
The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making
of any change in the number of Common Shares required under the provisions of Section 11 or 13 or responsible for the manner, method
or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except
with respect to the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of the Exercise
Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any Common Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Common Shares will,
when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(e)              
The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing by any party of the provisions of this Agreement.


 


(f)               
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the
Chief Executive Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken
by it in accordance with instructions of any such officer.


 


(g)              
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal
entity.


 






     


    


    

 


(h)              
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect
or misconduct, absent gross negligence, willful misconduct or bad faith in the selection and continued employment thereof (which
gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable judgment of a court of competent
jurisdiction).


 


Section
17.               Change of Warrant Agent.
The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent
to the Company and to each transfer agent of the Common Shares, and to the Holders of the Warrant Certificates. The Company may
remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor
Warrant Agent, as the case may be, and to each transfer agent of the Common Shares, and to the Holders of the Warrant Certificates.
If the Company shall fail to make an appointment of a successor to the Warrant Agent within a period of 30 days after such removal
or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by
the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company),
then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant
Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent
is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has
at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the
successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the Company
or the successor Warrant Agent, as the case may be, any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment,
or assumption of the Warrant Agent’s role by the Company, the Company shall file notice thereof in writing with the predecessor
Warrant Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the Holders of the Warrant
Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the
case may be.


 


Section
18.               Issuance of New Warrant Certificates.
Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue
new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable
under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 


Section
19.               Notices. Notices or demands
authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or on
the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on
the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed given (a)
on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express
or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested),
and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior to
5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York
City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


 


(a)         
If to the Company, to:





 


Remark Holdings, Inc.


800 S. Commerce Street


Las Vegas, NV 89106


Attn: Chief Executive Officer


 






     


    


    

 


(b)         
If to the Warrant Agent, to:


 


Computershare Trust Company,
N.A.


Computershare Inc.


150 Royall Street


Canton, MA 02021


Facsimile: 781-575-2549 


Attn: Client Services


 


For any notice delivered
by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on
the next business day following such email, unless the recipient of such email has acknowledged via return email receipt of such
email.


 


(c)             
If to the Holder of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice
required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company.
Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any
Warrant, such notice shall be sufficiently given if given to the DTC (or its designee) pursuant to the procedures of the DTC or
its designee.


 


Section
20.               Supplements and Amendments.


 


(a)             
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders
of Global Warrants in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global
Warrants or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition
or surrender shall not adversely affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material
respect.


 


(b)             
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than
a majority of the Common Shares issuable under Warrants which are not beneficially owned by Affiliates of the Company, the Company
and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders of the Global Warrants; provided,
however, that no modification of the terms (including but not limited to the adjustments described in Section 11) upon which
the Warrants are exercisable or the rights of holders of Warrants to receive liquidated damages or other payments in cash from
the Company or reducing the percentage required for consent to modification of this Agreement may be made without the consent of
the Holder of each outstanding Global Warrant or Warrant Certificate affected thereby. As a condition precedent to the Warrant
Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer
of the Company that states that the proposed amendment complies with the terms of this Section 20, Notwithstanding anything in
this Agreement to the contrary, the Warrant Agreement shall not be required to execute any supplement or amendment to this Agreement
that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement
or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent and the Company.


 


Section
21.               Successors. All covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section
22.              Benefits of this Agreement. Nothing
in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and the Warrant
Agent any legal or equitable right, remedy or claim under this Agreement.  This Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.  Notwithstanding anything to the contrary
contained herein, to the extent any provision of a Warrant Certificate conflicts with any provision of this Agreement, the provisions
of this Agreement shall govern and be controlling with respect to the rights, duties, obligations and immunities of the Warrant
Agent.


 






     


    


    

 


Section
23.               Governing Law. This Agreement
and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section
24.               Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if such excluded provision shall
affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to
resign immediately upon written notice to the Company.


 


Section
25.              Counterparts. This Agreement may
be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.


 


Section
26.               Captions. The captions of
the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section
27.                Information. The Company agrees
to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Shares, except
to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


[Signature page to follow]


 






     


    


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	REMARK HOLDINGS, INC.
	 	 
	 	By       ___________________________________
	 	Name:
	 	Title:
	 	 
	 	COMPUTERSHARE INC. and 
 COMPUTERSHARE TRUST COMPANY, N.A.
	 	 
	 	By       ___________________________________
	 	Name:
	 	Title: