|                            |                                                         |                       |
|---------------------------------|--------------------------------------------------------------|----------------------------|
| Delaware                        |                                                         | 33-1135689                 |
| (State or other jurisdiction of |                                                         | (I.R.S. Employer           |
| incorporation or organization)  |                                                         | Identification No.)   |
|                            |                                                         |                       |
|                            | 3930 Howard Hughes Parkway, Suite400Las Vegas, Nevada 89169  |                       |
|                            | (Address of principal executive offices, including zip code) |                       |

|   | 702-701-9514                                               |   |
|--------|------------------------------------------------------------|--------|
|   | (Registrant’s telephone number, including area code) |   |

| 5 Concourse Parkway NE, Suite 2400Atlanta, Georgia 30328                           |
|------------------------------------------------------------------------------------|
| (Former name, former address, or former fiscal year, if changed since last report) |

|                           |   |                                      |
|--------------------------------|--------|-------------------------------------------|
| Title of each class            |   | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value |   | NASDAQ Capital Market                     |

----

| Large accelerated filer                       |   | Accelerated filer           |
|-----------------------------------------------|--------|-----------------------------|
| Non-accelerated filer                         |   | Smaller reporting company x |
| (Do not check if a smaller reporting company) |   |                        |

----

----

| Reports of Independent Registered Public Accounting Firm      | 29 |
|--------------------------------------------------------------------|----|
| Consolidated Balance Sheets                                   | 30 |
| Consolidated Statements of Operations and Comprehensive Loss  | 31 |
| Consolidated Statements of Stockholders’ Equity         | 32 |
| Consolidated Statements of Cash Flows                         | 33 |
| Notes to Consolidated Financial Statements                    | 34 |

----

----

|                                                                                                                                                                   |   | December 31, |         |   | December 31, |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|--------------|--------|--------------|--------|
|                                                                                                                                                                   |   | 2013         |         |   | 2012         |   |
| Assets                                                                                                                                                                 |   |         |         |   |         |   |
| Current assets                                                                                                                                                         |   |         |         |   |         |   |
| Cash and cash equivalents                                                                                                                                              |   | $            | 1,260,723    |   |         | $      | 1,355,332 |   |
| Trade accounts receivable, net                                                                                                                                         |   |         | 100,583      |   |         |   | 101,865 |   |
| Prepaid expenses and other current assets                                                                                                                              |   |         | 358,264      |   |         |   | 503,256 |   |
| Total current assets                                                                                                                                                   |   |         | 1,719,570    |   |         |   | 1,960,453 |   |
|                                                                                                                                                                   |   |         |         |   |         |   |   |   |
| Property and equipment, net                                                                                                                                            |   |         | 213,192      |   |         |   | 400,526 |   |
| Investment in unconsolidated affiliate                                                                                                                                 |   |         | 229,929      |   |         |   | 452,636 |   |
| Licenses to operate in China                                                                                                                                           |   |         | 100,000      |   |         |   | 100,000 |   |
| Intangibles assets, net                                                                                                                                                |   |         | 3,502,411    |   |         |   | 1,754,108 |   |
| Goodwill                                                                                                                                                               |   |         | 1,823,048    |   |         |   | 1,584,976 |   |
| Other long-term assets                                                                                                                                                 |   |         | 133,605      |   |         |   | 106,476 |   |
| Total assets                                                                                                                                                           |   | $            | 7,721,755    |   |         | $      | 6,359,175 |   |
|                                                                                                                                                                   |   |         |         |   |         |   |   |   |
| Liabilities and Stockholders’ Equity                                                                                                                             |   |         |         |   |         |   |   |   |
| Current liabilities                                                                                                                                                    |   |         |         |   |         |   |   |   |
| Accounts payable                                                                                                                                                       |   | $            | 1,025,738    |   |         | $      | 516,623 |   |
| Advances from shareholder                                                                                                                                              |   |         | 85,745       |   |         |   | 85,745 |   |
| Accrued expenses and other current liabilities                                                                                                                         |   |         | 731,578      |   |         |   | 459,548 |   |
| Derivative liability                                                                                                                                                   |   |         | 769,284      |   |         |   | 277,646 |   |
| Current portion of capital lease obligations                                                                                                                           |   |         | 177,452      |   |         |   | 117,549 |   |
| Total current liabilities                                                                                                                                              |   |         | 2,789,797    |   |         |   | 1,457,111 |   |
|                                                                                                                                                                   |   |         |         |   |         |   |   |   |
| Long-term liabilities                                                                                                                                                  |   |         |         |   |         |   |   |   |
| Deferred tax liabilities                                                                                                                                               |   |         | 25,000       |   |         |   | 25,000 |   |
| Other long-term liabilities                                                                                                                                            |   |         | -            |   |         |   | 282,791 |   |
| Capital lease obligations, less current portion                                                                                                                        |   |         | 151,029      |   |         |   | 294,214 |   |
| Long-term debt with related party                                                                                                                                      |   |         | 2,500,000    |   |         |   | 1,800,000 |   |
| Total liabilities                                                                                                                                                      |   |         | 5,465,826    |   |         |   | 3,859,116 |   |
|                                                                                                                                                                   |   |         |         |   |         |   |   |   |
| Commitments and contingencies (Note 13)                                                                                                                                |   |         |         |   |         |   |   |   |
| Stockholders’ equity                                                                                                                                             |   |         |         |   |         |   |   |   |
| Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued                                                                                            |   |         | -            |   |         |   | - |   |
| Common stock, $0.001 par value; 20,000,000 shares authorized, 10,979,372 and 7,113,744 issued and outstanding at December 31, 2013 and December 31, 2012, respectively |   |         | 10,979       |   |         |   | 7,114 |   |
| Additional paid-in-capital                                                                                                                                             |   |         | 114,025,752  |   |         |   | 107,300,077 |   |
| Accumulated other comprehensive income (loss)                                                                                                                          |   |         | (3,343       | )      |         |   | 5,370 |   |
| Accumulated deficit                                                                                                                                                    |   |         | (111,777,459 | )      |         |   | (104,812,502 | ) |
| Total stockholders’ equity                                                                                                                                       |   |         | 2,255,929    |   |         |   | 2,500,059 |   |
| Total liabilities and stockholders’ equity                                                                                                                       |   | $            | 7,721,755    |   |         | $      | 6,359,175 |   |

----

|                                                                   |   | Years Ended December 31, |       |
|------------------------------------------------------------------------|--------|--------------------------|------------|
|                                                                   |   | 2013                     |       |   | 2012 |   |
|                                                                   |   |                     |       |   |   |   |
|                                                                   |   |                     |       |   |   |   |
| Operating revenue                                                      |   |                     |       |   |   |   |
| Brands                                                                 |   | $                        | 2,048,304  |   |   | $ | 500,890 |   |
| Total revenue                                                          |   |                     | 2,048,304  |   |   |   | 500,890 |   |
|                                                                   |   |                     |       |   |   |   |   |   |
| Operating expenses                                                     |   |                     |       |   |   |   |   |   |
| Sales and marketing                                                    |   |                     | 388,361    |   |   |   | 91,467 |   |
| Content, technology and development                                    |   |                     | 566,883    |   |   |   | 75,720 |   |
| General and administrative                                             |   |                     | 6,312,880  |   |   |   | 6,150,269 |   |
| Impairment loss                                                        |   |                     | -          |   |   |   | 412,979 |   |
| Depreciation and amortization expense                                  |   |                     | 666,395    |   |   |   | 232,574 |   |
| Total operating expenses                                               |   |                     | 7,934,519  |   |   |   | 6,963,009 |   |
|                                                                   |   |                     |       |   |   |   |   |   |
| Operating loss                                                         |   |                     | (5,886,615 | ) |   |   | (6,462,119 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Other income (expense)                                                 |   |                     |       |   |   |   |   |   |
| (Loss) Gain on change in fair value of derivative  liability |   |                     | (491,638   | ) |   |   | 930,132 |   |
| Interest expense                                                       |   |                     | (364,332   | ) |   |   | (64,838 | ) |
| Other income (expense)                                                 |   |                     | (66        | ) |   |   | 12,970 |   |
| Total other income (expense)                                           |   |                     | (856,036   | ) |   |   | 878,264 |   |
|                                                                   |   |                     |       |   |   |   |   |   |
| Loss before gain (loss) from equity-method investments                 |   |                     | (6,742,651 | ) |   |   | (5,583,855 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Change of interest gain of equity-method investments                   |   |                     | -          |   |   |   | 2,494,990 |   |
| Proportional share in loss of equity-method investment                 |   |                     | (222,707   | ) |   |   | (2,948,206 | ) |
|                                                                   |   |                     | (222,707   | ) |   |   | (453,216 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Loss before income taxes                                               |   |                     | (6,965,358 | ) |   |   | (6,037,071 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Income tax expense                                                     |   |                     | -          |   |   |   | (1,531 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Net loss                                                               |   | $                        | (6,965,358 | ) |   | $ | (6,038,602 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Net loss per share                                                     |   |                     |       |   |   |   |   |   |
| Net loss per share, basic and diluted                                  |   | $                        | (0.90      | ) |   | $ | (0.91 | ) |
|                                                                   |   |                     |       |   |   |   |   |   |
| Basic and diluted weighted average shares outstanding                  |   | $                        | 7,732,748  |   |   |   | 6,605,563 |   |
|                                                                   |   |                     |       |   |   |   |   |   |
| Comprehensive loss                                                     |   |                     |       |   |   |   |   |   |
| Net loss                                                               |   | $                        | (6,965,358 | ) |   | $ | (6,038,602 | ) |
| Cumulative translation adjustments                                     |   |                     | (8,713     | ) |   |   | (11,511 | ) |
| Total comprehensive loss                                               |   | $                        | (6,974,071 | ) |   | $ | (6,050,113 | ) |

----

|                                     |   | Common Stock |       |   | AdditionalPaid-InCapital |   |   | AccumulatedOtherComprehensiveIncome (Loss) |   |   | AccumulatedDeficit |   |   | TotalShareholders’Equity |    |
|------------------------------------------|--------|--------------|------------|--------|--------------------------|--------|--------|--------------------------------------------|--------|--------|--------------------|--------|--------|--------------------------------|---------|
|                                     |   | Share        |       |   | Amount                   |   |   |                                       |   |   |               |   |   |                           |    |   |   |   |
| Balance as of December 31, 2011          |   |         | 5,422,295  |   |                     |   | 5,422  |                                       |   |   | 101,444,780        |   |   |                           | 16,881  |   |   |   | (98,773,900 | ) |   |   | 2,693,183 |   |
|                                     |   |         |       |   |                     |   |   |                                       |   |   |               |   |   |                           |    |   |   |   |   |   |   |   |   |   |
| Net loss                                 |   |         | -          |   |                     |   | -      |                                       |   |   | -                  |   |   |                           | -       |   |   |   | (6,038,602 | ) |   |   | (6,038,602 | ) |
| Foreign currency translation adjustments |   |         | -          |   |                     |   | -      |                                       |   |   | -                  |   |   |                           | (11,511 | ) |   |   | - |   |   |   | (11,511 | ) |
|                                     |   |         |       |   |                     |   |   |                                       |   |   |               |   |   |                           |    |   |   |   |   |   |   |   |   |   |
| Restricted stock                         |   |         | 12,000     |   |                     |   | 12     |                                       |   |   | (12                | )      |   |                           | -       |   |   |   | - |   |   |   | - |   |
| February 12, 2012 stock sale             |   |         | 944,777    |   |                     |   | 945    |                                       |   |   | 2,642,328          |   |   |                           | -       |   |   |   | - |   |   |   | 2,643,273 |   |
| Banks.com stock issuance                 |   |         | 702,267    |   |                     |   | 702    |                                       |   |   | 2,387,006          |   |   |                           | -       |   |   |   | - |   |   |   | 2,387,708 |   |
| Stock-based compensation                 |   |         | -          |   |                     |   | -      |                                       |   |   | 826,008            |   |   |                           | -       |   |   |   | - |   |   |   | 826,008 |   |
| Warrants exercised                       |   |         | 32,405     |   |                     |   | 33     |                                       |   |   | (33                | )      |   |                           | -       |   |   |   | - |   |   |   | - |   |
| Balance as of December 31, 2012          |   |         | 7,113,744  |   |                     | $      | 7,114  |                                       |   | $      | 107,300,077        |   |   | $                              | 5,370   |   |   | $ | (104,812,102 | ) |   | $ | 2,500,059 |   |
|                                     |   |         |       |   |                     |   |   |                                       |   |   |               |   |   |                           |    |   |   |   |   |   |   |   |   |   |
| Net loss                                 |   |         | -          |   |                     |   | -      |                                       |   |   | -                  |   |   |                           | -       |   |   |   | (6,965,358 | ) |   |   | (6,965,358 | ) |
| Foreign currency translation adjustments |   |         | -          |   |                     |   | -      |                                       |   |   | -                  |   |   |                           | (8,713  | ) |   |   | - |   |   |   | (8,713 | ) |
|                                     |   |         |       |   |                     |   |   |                                       |   |   |               |   |   |                           |    |   |   |   |   |   |   |   |   |   |
| Conversion of notes                      |   |         | 3,556,672  |   |                     |   | 3,557  |                                       |   |   | 5,998,104          |   |   |                           | -       |   |   |   | - |   |   |   | 6,001,663 |   |
| Restricted stock                         |   |         | 308,956    |   |                     |   | 308    |                                       |   |   | (308               | )      |   |                           | -       |   |   |   | - |   |   |   | - |   |
| Employee Stock-based compensation        |   |         | -          |   |                     |   | -      |                                       |   |   | 704,615            |   |   |                           | -       |   |   |   | - |   |   |   | 704,615 |   |
| Consulting Stock-based compensation      |   |         | -          |   |                     |   | -      |                                       |   |   | 23,264             |   |   |                           | -       |   |   |   | - |   |   |   | 23,264 |   |
| Balance as of December 31, 2013          |   |         | 10,979,372 |   |                     | $      | 10,979 |                                       |   | $      | 114,025,752        |   |   | $                              | (3,343  | ) |   | $ | (111,777,459 | ) |   | $ | 2,255,529 |   |

----

|                                                                        |   | Years Ended December 31, |       |
|-----------------------------------------------------------------------------|--------|--------------------------|------------|
|                                                                        |   | 2013                     |       |   | 2012 |   |
| Cash Flows from operating activities:                                       |   |                     |       |   |   |   |
| Net loss                                                                    |   | $                        | (6,965,358 | ) |   | $ | (6,038,602 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |   |                     |       |   |   |   |   |   |
| Loss (Gain) on change in fair value of derivative  liability      |   |                     | 491,638    |   |   |   | (930,132 | ) |
| Depreciation and amortization                                               |   |                     | 666,395    |   |   |   | 232,574 |   |
| Impairment loss                                                             |   |                     | -          |   |   |   | 412,979 |   |
| Employee Stock-based compensation                                           |   |                     | 704,615    |   |   |   | 826,008 |   |
| Consulting Stock-based compensation                                         |   |                     | 23,264     |   |   |   | - |   |
| Deferred income taxes                                                       |   |                     | -          |   |   |   | - |   |
| Loss on exit activity                                                       |   |                     | 98,974     |   |   |   | - |   |
| Loss in equity-method investments                                           |   |                     | 222,707    |   |   |   | 453,216 |   |
| (Gain)/loss on disposal of assets                                           |   |                     | 114,339    |   |   |   | - |   |
| Changes in operating assets and liabilities (net affect of acquisition):    |   |                     |       |   |   |   |   |   |
| Accounts receivable                                                         |   |                     | 1,282      |   |   |   | 7,782 |   |
| Accounts receivable from affiliates                                         |   |                     | -          |   |   |   | 302,129 |   |
| Prepaid expenses and other assets                                           |   |                     | 117,263    |   |   |   | (14,691 | ) |
| Accounts payable, accrued expenses and other liabilities                    |   |                     | 781,145    |   |   |   | (201,201 | ) |
| Net cash used in operating activities                                       |   |                     | (3,743,737 | ) |   |   | (4,949,938 | ) |
|                                                                        |   |                     |       |   |   |   |   |   |
| Cash flows from investing activities:                                       |   |                     |       |   |   |   |   |   |
| Purchases of property, equipment and software                               |   |                     | (120,471   | ) |   |   | (516,623 | ) |
| Cash paid for acquisition                                                   |   |                     | (2,375,000 | ) |   |   | (317,503 | ) |
| Other, net                                                                  |   |                     | (282,791   | ) |   |   | 9,888 |   |
| Net cash used in investing activities                                       |   |                     | (2,778,262 | ) |   |   | (824,238 | ) |
|                                                                        |   |                     |       |   |   |   |   |   |
| Cash flows from financing activities:                                       |   |                     |       |   |   |   |   |   |
| Proceeds from issuance of stock and warrants                                |   |                     | -          |   |   |   | 3,850,451 |   |
| Proceeds from Convertible Note with related party                           |   |                     | 6,500,000  |   |   |   | 1,800,000 |   |
| Payments of debt issue costs                                                |   |                     | -          |   |   |   | - |   |
| Payments on capital leases                                                  |   |                     | (71,808    | ) |   |   | (52,445 | ) |
| Net cash provided by financing activities                                   |   |                     | 6,428,192  |   |   |   | 5,598,006 |   |
|                                                                        |   |                     |       |   |   |   |   |   |
| Net change in cash and cash equivalents                                     |   |                     | (93,807    | ) |   |   | (176,170 | ) |
| Impact of currency translation on cash                                      |   |                     | (802       | ) |   |   | - |   |
| Cash and cash equivalents at beginning of year                              |   |                     | 1,355,332  |   |   |   | 1,531,502 |   |
| Cash and cash equivalents at end of year                                    |   | $                        | 1,260,723  |   |   | $ | 1,355,332 |   |
|                                                                        |   |                     |       |   |   |   |   |   |
|                                                                        |   |                     |       |   |   |   |   |   |
| Supplemental disclosure of cash flow information:                           |   |                     |       |   |   |   |   |   |
| Other non-cash financing and investing activities:                          |   |                     |       |   |   |   |   |   |
| Stock issued for Banks.com acquisition                                      |   | $                        | -          |   |   | $ | 2,387,708 |   |
| Conversion of related party notes payable                                   |   |                     | 5,998,104  |   |   |   | - |   |
| Stock issuance costs in the form of warrants                                |   |                     | -          |   |   |   | 133,567 |   |

----

----

----

----

----

----

----

|                                                                                       |   | Twelve MonthsEnded December 31, |     |   | Eleven Months Ended November 30, |   |
|--------------------------------------------------------------------------------------------|--------|---------------------------------|----------|--------|---------------------------------------|--------|
|                                                                                       |   | 2013                            |     |   | 2012                                  |   |
| Revenues                                                                                   |   | $                               | -        |   |                                  | $      | 26,047,257 |   |
| Gross profit                                                                               |   |                            | -        |   |                                  |   | 23,550,984 |   |
| Loss from operations                                                                       |   |                            | -        |   |                                  |   | (23,936,726 | ) |
| Net loss                                                                                   |   |                            | -        |   |                                  |   | (24,413,627 | ) |
|                                                                                       |   |                            |     |   |                                  |   |   |   |
| Proportionate share in loss of equity-method investment, including change in interest gain |   |                            | (222,707 | )      |                                  |   | (453,216 | ) |

| ·   | Level 1 - Quoted prices for identical instruments in active markets. |
|--------------------|----------------------------------------------------------------------|

| ·   | Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Level 3 - Instruments where significant value drivers are unobservable to third parties. |
|--------------------|------------------------------------------------------------------------------------------|

----

|                               |   |              |        |              |   |   |
|------------------------------------|--------|-------------------|-------------|-------------------|--------|--------|
|                               |   | December 31, 2013 |        | December 31, 2012 |
|                               |   |              |        |              |   |   |
| Annual rate of quarterly dividend  |   |              | 0.00        | %                 |   |   | 0.00 | % |
| Expected volatility                |   |              | 100.0       | %                 |   |   | 110.0 | % |
| Risk free interest rate            |   |              | 1.10        | %                 |   |   | 0.66 | % |
| Expected remaining term (in years) |   |              | 1.16 - 3.66 |              |   |   | 2.16 - 4.65 |   |

|                   |   |              |    |   |              |   |
|------------------------|--------|-------------------|---------|--------|-------------------|--------|
|                   |   | December 31, 2013 |    |   | December 31, 2012 |   |
|                   |   |              |    |   |              |   |
|                   |   |              |    |   |              |   |
| Derivative liabilities |   | $                 | 769,284 |   |              | $      | 277,646 |   |

|                                           |   |   |      |
|------------------------------------------------|--------|--------|-----------|
| Balance at January 1, 2012                     |   | $      | -         |   |
| Fair value of warrants issued in February 2012 |   |   | 1,207,778 |   |
| Decrease in fair value resulting in gain       |   |   | (930,132  | ) |
| Fair value at December 31, 2012                |   | $      | 277,646   |   |
|                                           |   |   |      |   |
| Balance at January 1, 2013                     |   | $      | 277,646   |   |
| Increase in fair value resulting in loss       |   |   | 491,638   |   |
| Fair value at December 31, 2013                |   | $      | 769,284   |   |

----

|                          |   |   |      |
|-------------------------------|--------|--------|-----------|
| Tangible assets               |   |   |      |
| Current assets                |   | $      | -         |   |
| Fixed assets                  |   |   | 5,282     |   |
| Total tangible assets         |   |   | 5,282     |   |
|                          |   |   |      |   |
| Intangible assets             |   |   |      |   |
| Customer contracts            |   |   | 33,000    |   |
| Domain names                  |   |   | 2,100,000 |   |
| Other intangible assets       |   |   | 5,715     |   |
| Total intangible assets       |   |   | 2,138,715 |   |
|                          |   |   |      |   |
| Accounts payable              |   |   | (7,068    | ) |
| Total identifiable net assets |   |   | 2,136,929 |   |
|                          |   |   |      |   |
| Goodwill                      |   |   | 238,071   |   |
|                          |   |   |      |   |
| Total purchase price          |   | $      | 2,375,000 |   |

----

|                                                    |   |   |      |
|---------------------------------------------------------|--------|--------|-----------|
| Consideration:                                          |   |   |      |
| Shares of Remark stock issued to Banks.com shareholders |   |   | 702,267   |   |
| Remark common stock price                               |   | $      | 3.40      |   |
| Fair value of common stock issued                       |   | $      | 2,387,708 |   |
| Cash to shareholders                                    |   |   | 300,000   |   |
| Cash acquired                                           |   |   | (113,747  | ) |
| Cash to debtholders                                     |   |   | 131,250   |   |
| Cash, net of cash acquired                              |   |   | 317,503   |   |
| Total consideration                                     |   | $      | 2,705,211 |   |
|                                                    |   |   |      |   |
| Estimated fair value of liabilities assumed:            |   |   |      |   |
| Current liabilities                                     |   | $      | 559,411   |   |
| Capital leases assumed                                  |   |   | 464,208   |   |
| Amount attributable to liabilities assumed              |   | $      | 1,023,619 |   |
|                                                    |   |   |      |   |
| Total purchase price plus liabilities assumed           |   | $      | 3,728,830 |   |
|                                                    |   |   |      |   |
| Estimated fair value of assets acquired:                |   |   |      |   |
| Current assets                                          |   | $      | 229,496   |   |
| Fixed assets                                            |   |   | 54,358    |   |
| Customer relationships                                  |   |   | 680,000   |   |
| Domain names                                            |   |   | 1,180,000 |   |
| Amount attributable to assets acquired                  |   | $      | 2,143,854 |   |
|                                                    |   |   |      |   |
| Goodwill                                                |   | $      | 1,584,976 |   |
|                                                    |   |   |      |   |
| Total                                                   |   | $      | 3,728,830 |   |

----

|           |   | Unaudited Pro Forma Results ofOperations Results of OperationsTwelve Months Ended December 31, |       |
|----------------|--------|------------------------------------------------------------------------------------------------|------------|
|           |   | 2013                                                                                           |       |   | 2012 |   |
| Revenues       |   | $                                                                                              | 2,150,988  |   |   | $ | 824,662 |   |
| Operating Loss |   |                                                                                           | (6,510,934 | ) |   |   | (6,513,928 | ) |
| Net Loss       |   | $                                                                                              | (7,098,039 | ) |   | $ | (6,090,411 | ) |

|                                                            |   | Brands |      |   | Content andPlatformServices |   |     | Corporate |   |   | Total      |   |
|-----------------------------------------------------------------|--------|--------|-----------|--------|-----------------------------|--------|----------|-----------|--------|--------|------------|--------|
| Year Ended December 31, 2013                                    |   |   |      |   |                        |   |     |      |   |   |       |   |
| Revenue                                                         |   | $      | 2,048,304 |   |                        | $      | -        |      |   | $      | -          |   |   | $ | 2,048,304 |   |
|                                                            |   |   |      |   |                        |   |     |      |   |   |       |   |   |   |   |   |
| Operating loss                                                  |   |   | (167,230  | )      |                        |   | -        |      |   |   | (5,719,385 | )      |   |   | (5,886,615 | ) |
| Interest expense                                                |   |   | -         |   |                        |   | -        |      |   |   | (364,332   | )      |   |   | (364,332 | ) |
| Loss on change in fair value of derivative  liability |   |   | -         |   |                        |   | -        |      |   |   | (491,638   | )      |   |   | (491,638 | ) |
| Other income (expense)                                          |   |   | (858      | )      |                        |   | (222,707 | )         |   |   | 792        |   |   |   | (222,773 | ) |
| Income tax expense                                              |   |   | -         |   |                        |   | -        |      |   |   | -          |   |   |   | - |   |
| Net loss                                                        |   | $      | (168,088  | )      |                        | $      | (222,707 | )         |   | $      | (6,574,563 | )      |   | $ | (6,965,358 | ) |

----

|                                                            |   | Brands |     |   | Content andPlatform Services |   |     | Corporate |   |   | Total      |   |
|-----------------------------------------------------------------|--------|--------|----------|--------|-----------------------------------|--------|----------|-----------|--------|--------|------------|--------|
| Year Ended December 31, 2012                                    |   |   |     |   |                              |   |     |      |   |   |       |   |
| Revenue                                                         |   | $      | 500,890  |   |                              | $      | -        |      |   | $      | -          |   |   | $ | 500,890 |   |
|                                                            |   |   |     |   |                              |   |     |      |   |   |       |   |   |   |   |   |
| Operating loss                                                  |   |   | (469,808 | )      |                              |   | (420,168 | )         |   |   | (5,572,143 | )      |   |   | (6,462,119 | ) |
| Interest expense                                                |   |   | (20,372  | )      |                              |   | -        |      |   |   | (44,466    | )      |   |   | (64,838 | ) |
| Gain on change in fair value of derivative  liability |   |   | -        |   |                              |   | -        |      |   |   | 930,132    |   |   |   | 930,132 |   |
| Other income (expense)                                          |   |   | 3,519    |   |                              |   | -        |      |   |   | (443,765   | )      |   |   | (440,246 | ) |
| Income tax expense                                              |   |   | -        |   |                              |   | -        |      |   |   | (1,531     | )      |   |   | (1,531 | ) |
| Net loss                                                        |   | $      | (486,661 | )      |                              | $      | (420,168 | )         |   | $      | (5,131,773 | )      |   | $ | (6,038,602 | ) |

|                          |   | December 31, 2013 |      |   | December 31, 2012 |   |
|-------------------------------|--------|-------------------|-----------|--------|-------------------|--------|
|                          |   |              |      |   |              |   |
| Total assets:                 |   |              |      |   |              |   |
| Brands                        |   | $                 | 5,587,314 |   |              | $      | 3,052,504 |   |
| Content and platform services |   |              | -         |   |              |   | - |   |
| Business segments             |   |              | 5,587,314 |   |              |   | 3,052,504 |   |
| Corporate                     |   |              | 2,134,441 |   |              |   | 3,306,671 |   |
| Total assets                  |   | $                 | 7,721,755 |   |              | $      | 6,359,175 |   |

|                                      |   | December 31, 2013 |    |   | December 31, 2012 |   |
|-------------------------------------------|--------|-------------------|---------|--------|-------------------|--------|
|                                      |   |              |    |   |              |   |
| Investment of unconsolidated entity:      |   |              |    |   |              |   |
| Business segments                         |   | $                 | -       |   |              | $      | - |   |
| Corporate                                 |   |              | 229,929 |   |              |   | 452,636 |   |
| Total investment in unconsolidated entity |   | $                 | 229,929 |   |              | $      | 452,636 |   |

----

|                                              |   | December 31, 2013 |     |   | December 31, 2012 |   |
|---------------------------------------------------|--------|-------------------|----------|--------|-------------------|--------|
|                                              |   |              |     |   |              |   |
| Loss in investment of unconsolidated entity:      |   |              |     |   |              |   |
| Business segments                                 |   | $                 | -        |   |              | $      | - |   |
| Corporate                                         |   |              | (222,707 | )      |              |   | (453,216 | ) |
| Total loss in investment of unconsolidated entity |   | $                 | (222,707 | )      |              | $      | (453,216 | ) |

|          |   | December 31, 2013 |      |   | December 31, 2012 |   |
|---------------|--------|-------------------|-----------|--------|-------------------|--------|
|          |   |              |      |   |              |   |
| Revenues      |   |              |      |   |              |   |
| United States |   | $                 | 2,038,025 |   |              | $      | 423,670 |   |
| Brazil        |   |              | 9,368     |   |              |   | 73,884 |   |
| China         |   |              | 911       |   |              |   | 3,336 |   |
|  Total   |   | $                 | 2,048,304 |   |              | $      | 500,890 |   |

|                   |   | December 31, 2013 |    |   | December 31, 2012 |   |
|------------------------|--------|-------------------|---------|--------|-------------------|--------|
|                   |   |              |    |   |              |   |
| Property and Equipment |   |              |    |   |              |   |
| United States          |   | $                 | 184,310 |   |              | $      | 350,717 |   |
| Brazil                 |   |              | 28,882  |   |              |   | 49,810 |   |
| China                  |   |              | -       |   |              |   | - |   |
|  Total            |   | $                 | 213,192 |   |              | $      | 400,526 |   |

|                              |   | December 31, |    |
|-----------------------------------|--------|--------------|---------|
|                              |   | 2013         |    |   | 2012 |   |
|                              |   |         |    |   |   |   |
| Prepaid insurance                 |   | $            | 165,397 |   |   | $ | 160,131 |   |
| Deposits and other current assets |   |         | 192,868 |   |   |   | 343,125 |   |
| Total                             |   | $            | 358,265 |   |   | $ | 503,256 |   |

----

|                        | Weighted Avg.  |       |   | Year Ended December 31, |      |
|-----------------------------|----------------|------------|--------|-------------------------|-----------|
|                        | Remaining Life | Life       |   | 2013                    |      |   | 2012 |   |
| Domain names                | 9.47 years     | 8 years    |   | $                       | 3,296,429 |   |   | $ | 1,196,429 |   |
| Customer relationships      | 5 years        | 7 years    |   |                    | 680,000   |   |   |   | 680,000 |   |
| License to operate in China | Indefinite     | Indefinite |   |                    | 100,000   |   |   |   | 100,000 |   |
| Non-compete agreement       | 1.42 years     | 2 years    |   |                    | 33,000    |   |   |   | - |   |
| Intangibles Other           | 1.42 years     | 2 years    |   |                    | 5,715     |   |   |   | - |   |
|                        |           |       |   |                    | 4,115,144 |   |   |   | 1,976,429 |   |
| Accumlated amortization     |           |       |   |                    | (512,733  | ) |   |   | (122,321 | ) |
|                        |           |       |   | $                       | 3,602,411 |   |   | $ | 1,854,108 |   |

| 2014       |   | $      | 646,417   |   |
|------------|--------|--------|-----------|--------|
| 2015       |   |   | 390,411   |   |
| 2016       |   |   | 390,411   |   |
| 2017       |   |   | 390,411   |   |
| Thereafter |   |   | 1,684,761 |   |
| Total      |   | $      | 3,502,411 |   |

----

|                            |   | Year Ended December 31, |      |
|---------------------------------|--------|-------------------------|-----------|
|                            |   | 2013                    |      |   | 2012 |   |
|                            |   |                    |      |   |   |   |
| Beginning balance               |   | $                       | 1,584,976 |   |   | $ | - |   |
| Goodwill acquired - Banks.com   |   |                    | -         |   |   |   | 1,584,976 |   |
| Goodwill acquired - Pop Factory |   |                    | 238,072   |   |   |   | - |   |
| Total                           |   | $                       | 1,823,048 |   |   | $ | 1,584,976 |   |

|                                           |   | December 31, |       |
|------------------------------------------------|--------|--------------|------------|
|                                           |   | 2013         |       |   | 2012 |   |
|                                           |   |         |       |   |   |   |
| Computer equipment                             |   | $            | 600,823    |   |   | $ | 617,234 |   |
| Furniture and fixtures                         |   |         | 102,435    |   |   |   | 192,099 |   |
| Software                                       |   |         | 398,180    |   |   |   | 319,889 |   |
| Capitalized software                           |   |         | 151,556    |   |   |   | 153,987 |   |
| Leasehold improvements                         |   |         | 78,054     |   |   |   | 218,144 |   |
| Total                                          |   |         | 1,331,048  |   |   |   | 1,501,353 |   |
| Less accumulated depreciation and amortization |   |         | (1,117,856 | ) |   |   | (1,100,827 | ) |
| Property, equipment and software, net          |   | $            | 213,192    |   |   | $ | 400,526 |   |

----

|                         |   | Year Ended December 31, |   |
|------------------------------|--------|-------------------------|--------|
|                         |   | 2013                    |   |   | 2012 |   |
| Current:                     |   | $                       |   |   |   | $ |   |   |
| Federal                      |   |                    | -      |   |   |   | - |   |
| State                        |   |                    | -      |   |   |   | - |   |
| Foreign                      |   |                    | -      |   |   |   | (1,531 | ) |
| Total                        |   |                    | -      |   |   |   | (1,531 | ) |
|                         |   |                    |   |   |   |   |   |   |
| Deferred:                    |   |                    |   |   |   |   |   |   |
| Federal                      |   |                    | -      |   |   |   | - |   |
| State                        |   |                    | -      |   |   |   | - |   |
| Foreign                      |   |                    | -      |   |   |   | - |   |
| Total                        |   |                    | -      |   |   |   | - |   |
| Income tax (expense) benefit |   | $                       | -      |   |   | $ | (1,531 | ) |

|                                                   |   | Year Ended December 31, |       |
|--------------------------------------------------------|--------|-------------------------|------------|
|                                                   |   | 2013                    |       |   | 2012 |   |
|                                                   |   |                    |       |   |   |   |
| Computed “expected” tax benefit            |   | $                       | (2,370,485 | ) |   | $ | (2,052,604 | ) |
| Loss from equity-method investment                     |   |                    | 75,720     |   |   |   | 154,093 |   |
| State taxes, net of federal benefit                    |   |                    | -          |   |   |   | (213,558 | ) |
| Tax effect of change in valuation allowance            |   |                    | (245,534   | ) |   |   | 2,836,371 |   |
| Tax effect of losses and rates in non-US jurisdictions |   |                    | 2,592,762  |   |   |   | 20,221 |   |
| Tax effect of other permanent items                    |   |                    | 13,026     |   |   |   | (744,523 | ) |
| Other                                                  |   |                    | (65,489    | ) |   |   | 1,531 |   |
|                                                   |   |                    |       |   |   |   |   |   |
| Total                                                  |   | $                       | -          |   |   | $ | 1,531 |   |

----

|     |   | Year Ended December 31, |       |
|----------|--------|-------------------------|------------|
|     |   | 2013                    |       |   | 2012 |   |
|     |   |                    |       |   |   |   |
| Domestic |   | $                       | (6,891,170 | ) |   | $ | (5,893,648 | ) |
| Foreign  |   |                    | (74,188    | ) |   |   | (143,423 | ) |
|     |   |                    |       |   |   |   |   |   |
| Total    |   | $                       | (6,965,358 | ) |   | $ | (6,037,071 | ) |

|                                                    |   | Year Ended December 31, |        |
|---------------------------------------------------------|--------|-------------------------|-------------|
|                                                    |   | 2013                    |        |   | 2012 |   |
| Deferred tax assets:                                    |   |                    |        |   |   |   |
| Net operating loss carryforwards                        |   | $                       | 18,735,824  |   |   | $ | 16,864,117 |   |
| Amortization                                            |   |                    | -           |   |   |   | (133 | ) |
| Depreciation of fixed assets                            |   |                    | 53,178      |   |   |   | - |   |
| Deferred income and reserves                            |   |                    | 2,853,995   |   |   |   | (177,731 | ) |
| Stock-based compensation expense                        |   |                    | 9,680,970   |   |   |   | 9,450,504 |   |
| Differences related to stock basis in equity investment |   |                    | 421,203     |   |   |   | 336,664 |   |
| Other                                                   |   |                    | 292,020     |   |   |   | - |   |
| Less: valuation allowance                               |   |                    | (32,236,042 | ) |   |   | (29,607,423 | ) |
| Total deferred tax assets                               |   |                    | (198,851    | ) |   |   | (3,134,003 | ) |
|                                                    |   |                    |        |   |   |   |   |   |
|                                                    |   |                    |        |   |   |   |   |   |
| Deferred tax liabilities:                               |   |                    |        |   |   |   |   |   |
| Acquired intangibles                                    |   |                    | (25,000     | ) |   |   | (25,000 | ) |
| Depreciation of fixed assets                            |   |                    | 205,211     |   |   |   | (26,019 | ) |
| Amortization of Intangibles                             |   |                    | 0           |   |   |   | 3,166,382 |   |
| Foreign exchange gain/loss                              |   |                    | (6,360      | ) |   |   | (6,360 | ) |
| Total deferred tax liabilities                          |   |                    | 173,851     |   |   |   | 3,109,003 |   |
|                                                    |   |                    |        |   |   |   |   |   |
| Net deferred tax liabilities                            |   | $                       | (25,000     | ) |   | $ | (25,000 | ) |

----

|                                                          |   | Year Ended December 31, |       |
|---------------------------------------------------------------|--------|-------------------------|------------|
|                                                          |   | 2013                    |       |   | 2012 |   |
|                                                          |   |                    |       |   |   |   |
| Balance at the beginning of year                              |   | $                       | 29,607,423 |   |   | $ | 23,209,679 |   |
| Increase related to net operating loss and costs and expenses |   |                    |       |   |   |   |   |   |
| incurred in the current year                                  |   |                    | 2,588,839  |   |   |   | 6,154,285 |   |
| Change related to prior year true-ups                         |   |                    | 66,157     |   |   |   | 346,442 |   |
| Effect of foreign exchange rate differences                   |   |                    | (26,376    | ) |   |   | (102,983 | ) |
|                                                          |   |                    |       |   |   |   |   |   |
| Balance at end of year                                        |   | $                       | 32,236,042 |   |   | $ | 29,607,423 |   |

----

|                                            |   | Capital LeaseCommitments |    |
|-------------------------------------------------|--------|--------------------------|---------|
|                                            |   |                     |    |
| 2014                                            |   | $                        | 177,452 |   |
| 2015                                            |   |                     | 151,029 |   |
| Total commitments                               |   |                     | 328,481 |   |
| Interest on capital leases                      |   |                     | (37,553 | ) |
| Present value of minimum capital lease payments |   | $                        | 290,928 |   |

| Year ending December 31, |   |   |      |
|--------------------------|--------|--------|-----------|
|                     |   |   |      |
| 2014                     |   |   | -         |   |
| 2015                     |   | $      | 2,500,000 |   |

----

|              |   | Operating LeaseCommitments |    |
|-------------------|--------|----------------------------|---------|
|              |   |                       |    |
| 2014              |   | $                          | 240,000 |   |
| 2015              |   |                       | 240,000 |   |
| 2016              |   |                       | 40,000  |   |
| Total commitments |   | $                          | 520,000 |   |

----

|                                                                                                            |   | Accrual atCease-use Date |    |   | Charges orReversals |   |   | Costs paid orSettled |   |   | Accrual atDecember 31,2013 |   |
|-----------------------------------------------------------------------------------------------------------------|--------|--------------------------|---------|--------|---------------------|--------|--------|----------------------|--------|--------|----------------------------|--------|
| Lease termination, facility closure and other costs of Concourse 5                                              |   | $                        | 312,491 |   |                |   | -      |                 |   | $      | (34,744                    | )      |   | $ | 277,747 |   |
| Lease termination, adjusted for escalating rents, leasehold improvements, and security deposits for Concourse 6 |   |                     | 82,500  |   |                |   | -      |                 |   |   | -                          |   |   |   | 82,500 |   |
| Total                                                                                                           |   | $                        | 394,991 |   |                |   | -      |                 |   | $      | (34,744                    | )      |   | $ | 360,247 |   |

----

|                    |   | 2013   |   |   | 2012   |   |
|-------------------------|--------|--------|--------|--------|--------|--------|
|                    |   |   |   |   |   |   |
| Expected volatility     |   |   | 114.39 | %      |   |   | 113.12 | %  |
| Expected life in years  |   |   | 7.00   |   |   |   | 6.00 |   |
| Dividend yield          |   |   | 0      |   |   |   | 0 |   |
| Risk free interest rate |   |   | 1.7    | %      |   |   | 1.0 | %  |

----

|                                     |   | Number ofOptions |     |   | Weighted AverageExercise Price |   |   | WeightedAverage RemainingContract Term (years) |   |   | Aggregate Intrinsic Value |   |
|------------------------------------------|--------|------------------|----------|--------|-------------------------------------|--------|--------|-----------------------------------------------------|--------|--------|--------------------------------|--------|
| Options                                  |   |             |     |   |                                |   |   |                                                |   |   |                           |   |
| Outstanding at January 1, 2012           |   |             | 893,833  |   |                                | $      | 41.80  |                                                |   |   |                           |   |   |   |
| Granted                                  |   |             | 246,427  |   |                                |   | 5.83   |                                                |   |   |                           |   |   |   |
| Forfeited                                |   |             | (149,292 | )      |                                |   | 20.72  |                                                |   |   |                           |   |   |   |
| Exercised                                |   |             | -        |   |                                |   | -      |                                                |   |   |                           |   |   |   |
| Total outstanding at December 31, 2012   |   |             | 990,968  |   |                                |   | 38.61  |                                                |   |   | 6.1                            |   |   | $ | - |   |
| Options exercisable at December 31, 2012 |   |             | 880,787  |   |                                | $      | 42.40  |                                                |   |   | 6.0                            |   |   | $ | - |   |
|                                     |   |             |     |   |                                |   |   |                                                |   |   |                           |   |   |   |   |   |
| Options                                  |   |             |     |   |                                |   |   |                                                |   |   |                           |   |   |   |   |   |
| Outstanding at January 1, 2013           |   |             | 990,968  |   |                                | $      | 38.61  |                                                |   |   |                           |   |   |   |   |   |
| Granted                                  |   |             | 324,601  |   |                                |   | 4.24   |                                                |   |   |                           |   |   |   |   |   |
| Forfeited                                |   |             | (651,697 | )      |                                |   | 40.37  |                                                |   |   |                           |   |   |   |   |   |
| Exercised                                |   |             | -        |   |                                |   | -      |                                                |   |   |                           |   |   |   |   |   |
| Total outstanding at December 31, 2013   |   |             | 663,872  |   |                                |   | 14.45  |                                                |   |   | 7.5                            |   |   | $ | - |   |
| Options exercisable at December 31, 2013 |   |             | 443,328  |   |                                | $      | 4.55   |                                                |   |   | 6.6                            |   |   | $ | - |   |

|                                    |   | Number of shares |     |   | Weighted averagegrant date fair value |   |
|-----------------------------------------|--------|------------------|----------|--------|---------------------------------------|--------|
| Shares                                  |   |             |     |   |                                  |   |
| Non-vested balance at January 1, 2012   |   |             | 326,520  |   |                                  |   | 3.16 |   |
| Granted                                 |   |             | 241,927  |   |                                  |   | 4.60 |   |
| Vested                                  |   |             | (86,676  | )      |                                  |   | 2.96 |   |
| Forfeited                               |   |             | (142,500 | )      |                                  |   | 3.17 |   |
| Non-vested balance at December 31, 2012 |   | $                | 339,271  |   |                                  | $      | 4.30 |   |
|                                    |   |             |     |   |                                  |   |   |   |
| Non-vested balance at January 1, 2013   |   |             | 339,271  |   |                                  |   | 4.30 |   |
| Granted                                 |   |             | 324,601  |   |                                  |   | 2.58 |   |
| Vested                                  |   |             | (389,274 | )      |                                  |   | 3.41 |   |
| Forfeited                               |   |             | (25,000  | )      |                                  |   | 2.51 |   |
| Non-vested balance at December 31, 2013 |   | $                | 249,598  |   |                                  | $      | 4.31 |   |

----

|                    |            |   | Options OutstandingWeighted Average |   |    | Options Exercisable              |   |
|-------------------------|-----------------|--------|-------------------------------------|--------|---------|----------------------------------|--------|
| Ranges ofExercise Price |            |   | NumberOutstanding                   |   |    | RemainingContractual Life(Years) |   |   | WeightedAverageAverageExercise Price |   |   | Number ofShares |   |   | Weighted AverageAverageExercise Price |   |
|                    |            |   |                                |   |    |                             |   |   |   |   |   |   |   |   |   |   |
|                    | $32.00 - $71.00 |   |                                |   | 110,177 |                             |   |   | 3.62 |   |   |   | 56.44 |   |   |   | 110,177 |   |   |   | 56.44 |   |
|                    | $5.00 - $6.08   |   |                                |   | 301,334 |                             |   |   | 9.10 |   |   |   | 5.25 |   |   |   | 56,736 |   |   |   | 5.10 |   |
|                    | $1.25 - $3.85   |   |                                |   | 252,361 |                             |   |   | 7.72 |   |   |   | 3.37 |   |   |   | 247,361 |   |   |   | 3.35 |   |
|                    |            |   |                                |   | 663,872 |                             |   |   | 7.05 |   |   | $ | 13.03 |   |   |   | 414,274 |   |   | $ | 17.71 |   |

|                                    |   | Number of shares |    |   | Weighted average grant datefair value |   |
|-----------------------------------------|--------|------------------|---------|--------|--------------------------------------------|--------|
| Shares                                  |   |             |    |   |                                       |   |
| Non-vested balance at January 1, 2012   |   |             | -       |   |                                       |   | - |   |
| Granted                                 |   |             | 16,000  |   |                                       |   | 5.99 |   |
| Vested                                  |   |             | (12,000 | )      |                                       |   | 5.99 |   |
| Forfeited                               |   |             | (4,000  | )      |                                       |   | 5.99 |   |
| Non-vested balance at December 31, 2012 |   |             | -       |   |                                       | $      | - |   |
|                                    |   |             |    |   |                                       |   |   |   |
| Non-vested balance at January 1, 2013   |   |             | -       |   |                                       |   | - |   |
| Granted                                 |   |             | 303,956 |   |                                       |   | 3.15 |   |
| Vested                                  |   |             | (50,000 | )      |                                       |   | 3.10 |   |
| Forfeited                               |   |             | -       |   |                                       |   | - |   |
| Non-vested balance at December 31, 2013 |   |             | 253,956 |   |                                       | $      | 3.16 |   |

----

|                                             |   | Years Ended December 31, |       |
|--------------------------------------------------|--------|--------------------------|------------|
|                                             |   | 2013                     |       |   | 2012 |   |
|                                             |   |                     |       |   |   |   |
| Loss per share:                                  |   |                     |       |   |   |   |
| Net  loss                              |   | $                        | (6,965,358 | ) |   | $ | (6,038,602 | ) |
|                                             |   |                     |       |   |   |   |   |   |
| Weighted average shares outstanding              |   | $                        | 7,732,748  |   |   | $ | 6,605,563 |   |
|                                             |   |                     |       |   |   |   |   |   |
| Net  loss per share, basic and diluted |   | $                        | (0.90      | ) |   | $ | (0.91 | ) |
|                                             |   |                     |       |   |   |   |   |   |
| Common shares and dilutive securities:           |   |                     |       |   |   |   |   |   |
| Weighted average shares outstanding              |   |                     | 7,732,748  |   |   |   | 6,605,563 |   |
| Dilutive securities                              |   | $                        | -          |   |   | $ | - |   |
|                                             |   |                     |       |   |   |   |   |   |
| Total common shares and dilutive securities      |   | $                        | 7,732,748  |   |   | $ | 6,605,563 |   |

----

----

| Exhibit Number |   | Description of Document                                                                                                                                                                                                           |   | Registrant’s Form |   | Dated      |   | Exhibit Number |   | Filed Herewith |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|--------|------------|--------|----------------|--------|----------------|
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.1            |   | Agreement and Plan of Merger, dated as of April 20, 2006, among HowStuffWorks, Inc., HSW International, Inc. (now known as Remark Media, Inc.), HSW International Merger Corporation and INTAC International, Inc.                |   | S-4/A                   |   | 7/10/2007  |   | Annex A        |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.2            |   | First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among HowStuffWorks, Inc. (now known as Remark Media, Inc.), HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc. |   | S-4/A                   |   | 7/10/2007  |   | Annex B        |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.3            |   | Second Amendment to Agreement and Plan of Merger, dated August 23, 2007, among HowStuffWorks, Inc. (now known as Remark Media, Inc.), HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc. |   | S-1/A                   |   | 1/14/2008  |   | 2.3            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.4            |   | Share Purchase Agreement among INTAC International, Inc., China Trend Holdings Ltd. and Wei Zhou, dated February 15, 2008                                                                                                         |   | 8-K                     |   | 2/20/2008  |   | 2.4            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.5*           |   | Agreement and Plan of Merger dated as of November 26, 2008, by and among HSW International, Inc. (now known as Remark Media, Inc.), DS Newco, Inc., DailyStrength, Inc. and Douglas J. Hirsch                                     |   | 8-K                     |   | 12/3/2008  |   | 10.25          |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.6 (1)        |   | Asset Purchase Agreement by and among HSW International, Inc. (now known as Remark Media, Inc.), DailyStrength, Inc., DS Acquisition, Inc. and Sharecare, Inc., dated as of October 30, 2009                                      |   | 10-Q                    |   | 11/16/2009 |   | 10.28          |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.7 (1)        |   | Agreement and Plan of Merger among Remark Media, Inc. Remark Florida, Inc. and Banks.com, Inc. dated February 26, 2012                                                                                                            |   | 8-K                     |   | 2/28/2012  |   | 2.1            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.8            |   | Amendment No. 1 to Agreement and Plan of Merger among Remark Media, Inc., Remark Florida, Inc. and Banks.com, Inc. dated June 5, 2012                                                                                             |   | 8-K                     |   | 6/6/2012   |   | 2.1            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 3.1            |   | Second Restated Certificate of Incorporation of Remark Media, Inc.                                                                                                                                                                |   | 10-K                    |   | 3/23/2012  |   | 3.1            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |

----

| 3.2    |   | Second Amended and Restated Bylaws of HSW International, Inc. (now known as Remark Media, Inc.)                                                                                            |   | 8-K    |   | 12/18/2007 |   | 3.2     |   |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|---------|--------|--------|
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.1    |   | Specimen certificate of common stock of Remark Media, Inc.                                                                                                                                 |   | 10-K   |   | 3/23/2012  |   | 4.1     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.2    |   | HSW International 2006 Equity Incentive Plan                                                                                                                                               |   | S-8    |   | 11/5/2007  |   | 4.2     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.3    |   | HSW International, Inc. 2010 Equity Plan                                                                                                                                                   |   | 8-K    |   | 6/21/2010  |   | 10.34   |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.4    |   | Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) , HowStuffWorks, Inc. and Wei Zhou dated as of October 2, 2007                               |   | 8-K    |   | 10/9/2007  |   | 10.6    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.5    |   | Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) and American investors dated as of October 2, 2007                                           |   | 8-K    |   | 10/9/2007  |   | 10.5    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.6*** |   | Affiliate Registration Rights Agreement dated as of October 2, 2007                                                                                                                        |   | 8-K    |   | 10/9/2007  |   | 10.7    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.7    |   | Common Stock Purchase Warrant dated March 4, 2011 issued to Theorem Capital LLC                                                                                                            |   | 8-K    |   | 3/10/2011  |   | 4.6     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.8    |   | Form of Warrant to Purchase Common Stock dated February 27, 2012 issued to investors                                                                                                       |   | 8-K    |   | 2/28/2012  |   | 4.1     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.9    |   | Warrant to Purchase Common Stock dated February 27, 2012 issued to Janney Montgomery Scott LLC                                                                                             |   | 8-K    |   | 2/28/2012  |   | 4.2     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.1    |   | Registration Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein                                                                                   |   | 8-K    |   | 2/28/2012  |   | 10.2    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 10.1   |   | Amended and Restated Stockholders Agreement, dated as of January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc. (now known as Remark Media, Inc.) and Wei Zhou               |   | S-4/A  |   | 7/10/2007  |   | Annex H |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 10.2   |   | First Amendment to Amended and Restated Stockholders Agreement, dated as of December 17, 2007, among HowStuffWorks, Inc., HSW International and (now known as Remark Media, Inc.) Wei Zhou |   | S-1/A  |   | 1/14/2008  |   | 10.2    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |

----

| 10.3   |   | Contribution Agreement (PRC Territories) between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.), dated as of October 2, 2007            |   | 8-K    |   | 10/9/2007 |   | 10.2      |   |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-----------|--------|-----------|--------|--------|
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.4   |   | Contribution Agreement (Brazil) between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated as of October 2, 2007                      |   | 8-K    |   | 10/9/2007 |   | 10.1      |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.5   |   | Update Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated as of October 2, 2007                                     |   | 8-K    |   | 10/9/2007 |   | 10.4      |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.6   |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and Ashford Capital                                |   | S-4/A  |   | 7/10/2007 |   | Annex I-c |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.7   |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and Ashford Capital              |   | S-1/A  |   | 1/14/2008 |   | 10.11     |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.8   |   | Stock Purchase Agreement dated April 20, 2006 between HSW International (now known as Remark Media, Inc.) and Harvest 2004, LLC                                            |   | S-4/A  |   | 7/10/2007 |   | Annex K   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.9   |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International (now known as Remark Media, Inc.) and Harvest 2004, LLC                  |   | S-4/A  |   | 7/10/2007 |   | Annex L   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.10  |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and the Purchasers named therein                   |   | S-4/A  |   | 7/10/2007 |   | Annex I-c |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.11  |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and the purchasers named therein |   | S-1/A  |   | 1/14/2008 |   | 10.11     |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.12  |   | Stock Purchase Agreement dated April 20, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and DWS Finanz-Service GmbH                                |   | S-4/A  |   | 7/10/2007 |   | Annex K   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.13  |   | First Amendment to Stock Purchase Agreement dated January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and DWS Finanz-Service GmbH           |   | S-4/A  |   | 7/10/2007 |   | Annex L   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |

----

| 10.14***   |   | Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and Jeffrey T. Arnold                                                                                 |   | S-4    |   | 3/14/2007  |   | 10.11   |   |   |
|------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|---------|--------|--------|
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.14.1*** |   | Amendment No. 1 to the Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and Jeffrey T. Arnold                                                          |   | 8-K    |   | 9/23/2008  |   | 10.14   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.15      |   | Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) related to certain rights in India and Russia dated as of December 17, 2007                             |   | S-1/A  |   | 1/14/2008  |   | 10.15   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.16      |   | Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) related to certain trademark rights dated as of December 17, 2007                                       |   | S-1/A  |   | 1/14/2008  |   | 10.16   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.17***   |   | Employment Agreement dated October 16, 2001 between INTAC International, Inc. and Wei Zhou (filed by INTAC International, Inc., Commission File No 000-32621)                                                                           |   | 8-K    |   | 10/30/2001 |   | 10.5    |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.18      |   | Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou                       |   | S-4/A  |   | 7/10/2007  |   | Annex R |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.19      |   | First Amendment to Share Purchase Agreement dated as of August 23, 2007 among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou |   | S-1/A  |   | 1/14/2008  |   | 10.19   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.20      |   | Termination Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and HowStuffWorks, Inc., dated as of December 17, 2007                                                                                   |   | S-1/A  |   | 1/14/2008  |   | 10.2    |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.21      |   | Stock Purchase Agreement between HSW International, Inc. (now known as Remark Media, Inc.) and the investors named therein, dated February 15, 2008                                                                                     |   | 8-K    |   | 2/20/2008  |   | 10.21   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.22***   |   | Separation Agreement with J. David Darnell dated May 13, 2008                                                                                                                                                                           |   | 10-Q   |   | 5/15/2008  |   | 10.22   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.23* *** |   | 2008 Executive Compensation Plan                                                                                                                                                                                                        |   | 8-K/A  |   | 1/16/2009  |   | 10.23   |   |   |

----

|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|---------|--------|--------|
| 10.24*   |   | Content License Agreement dated September 17, 2008 between HSW International, Inc. (now known as Remark Media, Inc.) and World Book, Inc. and Amendment                                                                          |   | 10-Q   |   | 11/14/2008 |   | 10.24   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.25    |   | Form of Director and Officer Indemnification Agreement                                                                                                                                                                           |   | 8-K    |   | 1/16/2009  |   | 10.1    |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.26*** |   | Letter Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Gregory Swayne dated September 28, 2009                                                                                            |   | 10-Q   |   | 11/16/2009 |   | 10.26   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.27*** |   | Confidential Separation and Release Agreement dated as of September 28, 2009, by and between HSW International, Inc. (now known as Remark Media, Inc.) and Henry Adorno                                                          |   | 10-Q   |   | 11/16/2009 |   | 10.27   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.29    |   | Subscription Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc., dated as of October 30, 2009                                                                                |   | 10-Q   |   | 11/16/2009 |   | 10.29   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.30    |   | Secured Promissory Note issued by HSW International, Inc. (now known as Remark Media, Inc.) to Sharecare, Inc., dated as of October 30, 2009                                                                                     |   | 10-Q   |   | 11/16/2009 |   | 10.3    |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.31*   |   | Letter Agreement for Services Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc., dated as of October 30, 2009                                                               |   | 10-Q/A |   | 1/22/2010  |   | 10.31   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.31.1  |   | First Amendment to the Letter Agreement for Services by and between Sharecare, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated December 30, 2009                                                        |   | 8-K    |   | 1/7/2010   |   | 10.31.1 |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.31.2  |   | Second Amendment to the Letter Agreement for Services by and between Sharecare Inc (now known as Remark Media, Inc.) and HSW International, Inc. dated June 30, 2010                                                             |   | 10-Q   |   | 8/12/2010  |   | 10.35   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.32    |   | License Agreement dated as of October 30, 2009, by and among HSW International, Inc. (now known as Remark Media, Inc.), Sharecare Inc. ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC |   | 10-Q/A |   | 1/22/2010  |   | 10.31   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |

----

| 10.33    |   | Sublease Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc. dated as of March 30, 2010              |   | 8-K    |   | 4/5/2010   |   | 10.33  |   |   |
|----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|--------|--------|--------|
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.34*** |   | Letter Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Eric Orme                                                 |   | 10-Q   |   | 5/14/2010  |   | 10.34  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.39*   |   | Option to Purchase Shares of Common Stock between HSW International Inc. (now known as Remark Media, Inc.) and Sharecare Inc. dated November 17, 2010   |   | 10-K   |   | 3/29/2011  |   | 10.39  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.4     |   | Services Agreement effective as of April 19, 2010, between HSW International, Inc. (now known as Remark Media, Inc.) and Discovery Communications, LLC. |   | 10-K   |   | 3/29/2011  |   | 10.4   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.41*** |   | Letter Agreement between HSW International, Inc. (now known as Remark Media, Inc.) and Carrie Ferman                                                    |   | 10-K   |   | 3/23/2012  |   | 10.41  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.42*** |   | Separation and Release Agreement and Independent Contractor Agreement dated February 14, 2012 between Remark Media, Inc. and Gregory M. Swayne          |   | 10-K   |   | 3/23/2012  |   | 10.42  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.43*** |   | Separation and Release Agreement and Independent Contractor Agreement dated February 14, 2012 between Remark Media, Inc. and Shawn G. Meredith          |   | 10-K   |   | 3/23/2012  |   | 10.43  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.44(1) |   | Purchase Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein                                                    |   | 8-K    |   | 2/28/2012  |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.45    |   | Amended and Restated Promissory Note in the principal amount of  $125,000 Kimberly and Daniel O’Donnell dated June 28, 2012             |   | 8-K    |   | 6/29/2012  |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.46*   |   | First Amendment to Letter Agreement for Employment between remark Media, Inc. and Carrie B. Ferman dated effective October 1, 2012                      |   | 10-Q/A |   | 11/27/2012 |   | 10.2   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.47*   |   | Senior Secured Convertible Promissory Note dated November 23, 2012                                                                                      |   | 8-K    |   | 11/23/2012 |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.48    |   | Security Agreement between Remark Media, Inc. and Digipac, LLC dated November 23, 2012                                                                  |   | 8-K    |   | 11/23/2012 |   | 10. 2  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.49    |   | Sublease Agreement between Holland & Knight and Remark Media, Inc. dated February 28, 2013                                                          |   | 8-K    |   | 3/6/2013   |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |

----

| 10.5   |   | Membership Interest Purchase Agreement between Remark Media, Inc., Pop Factory LLC, Howard Sonnenschein and Gail Sonnenschein dated March 29, 2013 |   | 8-K    |   | 4/4/2013   |   | 2.1    |   |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|--------|--------|--------|
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.51  |   | Senior Secured Convertible Promissory Note dated March  28, 2013                                                                         |   | 8-K    |   | 4/4/2013   |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.52  |   | Amendment Number One to Security Agreement between remark Media, Inc. and Digipac, LLC dated March 28, 2013                                        |   | 8-K    |   | 4/4/2013   |   | 10.2   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.53* |   | Services Agreement between Remark Media, Inc. and TheStreet, Inc. effective November 15, 2012                                                      |   | 10-Q/A |   | 3/25/2013  |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.54  |   | Senior Secured Convertible                                                                                                                         |   | 8-K    |   | 11/17/2013 |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.55  |   | Amendment Number Two Security Agreement between Remark Media, Inc. and Digipac, LLC dated November 13, 2013                                        |   | 8-K    |   | 11/17/2013 |   | 10.2   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.56  |   | Confidential Agreement and Release Agreement between Remark Media, Inc. and Bradley Zimmer dated January 17, 2014                                  |   | 8-K    |   | 1/24/2014  |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.57  |   | Senior Secured Convertible Promissory Note dated January 29, 2014                                                                                  |   | 8-K    |   | 2/4/2014   |   | 4.1    |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.58  |   | Amendment Number Three to Security Agreement between Remark Media, Inc. and Digipac, LLC dated 1/24/2014                                           |   | 8-K    |   | 2/4/2014   |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.59  |   | Loan Agreement dated February 11, 2014 by Remark Media, Inc. and Bombo, Sports & Entertainment, LLC                                            |   | 8-K    |   | 2/18/2014  |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 21.1   |   | Subsidiaries                                                                                                                                       |   | 10-K   |   | 3/23/2012  |   | 21.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 23.1   |   | Consent of Cherry Bekaert LLP                                                                                                                      |   |   |   |       |   |   |   | X      |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 31.1   |   | Certification by the Principal Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                              |   |   |   |       |   |   |   | X      |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 31.2   |   | Certification by the Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002                                            |   |   |   |       |   |   |   | X      |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |

----

| 32.1      |   | Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |   |   |   |   |   |   |   | X      |
|-----------|--------|------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 32.2      |   | Certification by the Principal Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002    |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.INS** |   | XBRL Instance Document                                                                                     |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.SCH** |   | XBRL Taxonomy Extension Schema                                                                             |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.CAL** |   | XBRL Taxonomy Extension Calculation Linkbase                                                               |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.CAL** |   | XBRL Taxonomy Definition Linkbase                                                                          |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.LAB** |   | XBRL Taxonomy Extension Label Linkbase                                                                     |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.PRE** |   | XBRL Taxonomy Extension Presentation Linkbase                                                              |   |   |   |   |   |   |   | X      |

----

----

| Date:  4/7/2014 | Remark Media, Inc. |
|---------------------------|--------------------|
|                      |               |
|                      | By:                | /s/ Douglas Osrow |
|                      |               | Name: | Douglas Osrow |
|                      |               | Title: | Chief Financial Officer   |
|                      |               |   | (Principal Accounting Officer  and Principal Financial Officer) |

----

| Exhibit Number |   | Description of Document                                                                                                                                                                                                           |   | Registrant’s Form |   | Dated      |   | Exhibit Number |   | Filed Herewith |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|--------|------------|--------|----------------|--------|----------------|
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.1            |   | Agreement and Plan of Merger, dated as of April 20, 2006, among HowStuffWorks, Inc., HSW International, Inc. (now known as Remark Media, Inc.), HSW International Merger Corporation and INTAC International, Inc.                |   | S-4/A                   |   | 7/10/2007  |   | Annex A        |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.2            |   | First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among HowStuffWorks, Inc. (now known as Remark Media, Inc.), HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc. |   | S-4/A                   |   | 7/10/2007  |   | Annex B        |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.3            |   | Second Amendment to Agreement and Plan of Merger, dated August 23, 2007, among HowStuffWorks, Inc. (now known as Remark Media, Inc.), HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc. |   | S-1/A                   |   | 1/14/2008  |   | 2.3            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.4            |   | Share Purchase Agreement among INTAC International, Inc., China Trend Holdings Ltd. and Wei Zhou, dated February 15, 2008                                                                                                         |   | 8-K                     |   | 2/20/2008  |   | 2.4            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.5*           |   | Agreement and Plan of Merger dated as of November 26, 2008, by and among HSW International, Inc. (now known as Remark Media, Inc.), DS Newco, Inc., DailyStrength, Inc. and Douglas J. Hirsch                                     |   | 8-K                     |   | 12/3/2008  |   | 10.25          |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.6 (1)        |   | Asset Purchase Agreement by and among HSW International, Inc. (now known as Remark Media, Inc.), DailyStrength, Inc., DS Acquisition, Inc. and Sharecare, Inc., dated as of October 30, 2009                                      |   | 10-Q                    |   | 11/16/2009 |   | 10.28          |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.7 (1)        |   | Agreement and Plan of Merger among Remark Media, Inc. Remark Florida, Inc. and Banks.com, Inc. dated February 26, 2012                                                                                                            |   | 8-K                     |   | 2/28/2012  |   | 2.1            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 2.8            |   | Amendment No. 1 to Agreement and Plan of Merger among Remark Media, Inc., Remark Florida, Inc. and Banks.com, Inc. dated June 5, 2012                                                                                             |   | 8-K                     |   | 6/6/2012   |   | 2.1            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |
| 3.1            |   | Second Restated Certificate of Incorporation of Remark Media, Inc.                                                                                                                                                                |   | 10-K                    |   | 3/23/2012  |   | 3.1            |   |           |
|           |   |                                                                                                                                                                                                                              |   |                    |   |       |   |           |   |           |

----

| 3.2    |   | Second Amended and Restated Bylaws of HSW International, Inc. (now known as Remark Media, Inc.)                                                                                            |   | 8-K    |   | 12/18/2007 |   | 3.2     |   |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|---------|--------|--------|
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.1    |   | Specimen certificate of common stock of Remark Media, Inc.                                                                                                                                 |   | 10-K   |   | 3/23/2012  |   | 4.1     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.2    |   | HSW International 2006 Equity Incentive Plan                                                                                                                                               |   | S-8    |   | 11/5/2007  |   | 4.2     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.3    |   | HSW International, Inc. 2010 Equity Plan                                                                                                                                                   |   | 8-K    |   | 6/21/2010  |   | 10.34   |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.4    |   | Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) , HowStuffWorks, Inc. and Wei Zhou dated as of October 2, 2007                               |   | 8-K    |   | 10/9/2007  |   | 10.6    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.5    |   | Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) and American investors dated as of October 2, 2007                                           |   | 8-K    |   | 10/9/2007  |   | 10.5    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.6*** |   | Affiliate Registration Rights Agreement dated as of October 2, 2007                                                                                                                        |   | 8-K    |   | 10/9/2007  |   | 10.7    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.7    |   | Common Stock Purchase Warrant dated March 4, 2011 issued to Theorem Capital LLC                                                                                                            |   | 8-K    |   | 3/10/2011  |   | 4.6     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.8    |   | Form of Warrant to Purchase Common Stock dated February 27, 2012 issued to investors                                                                                                       |   | 8-K    |   | 2/28/2012  |   | 4.1     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.9    |   | Warrant to Purchase Common Stock dated February 27, 2012 issued to Janney Montgomery Scott LLC                                                                                             |   | 8-K    |   | 2/28/2012  |   | 4.2     |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 4.1    |   | Registration Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein                                                                                   |   | 8-K    |   | 2/28/2012  |   | 10.2    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 10.1   |   | Amended and Restated Stockholders Agreement, dated as of January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc. (now known as Remark Media, Inc.) and Wei Zhou               |   | S-4/A  |   | 7/10/2007  |   | Annex H |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |
| 10.2   |   | First Amendment to Amended and Restated Stockholders Agreement, dated as of December 17, 2007, among HowStuffWorks, Inc., HSW International and (now known as Remark Media, Inc.) Wei Zhou |   | S-1/A  |   | 1/14/2008  |   | 10.2    |   |   |
|   |   |                                                                                                                                                                                       |   |   |   |       |   |    |   |   |

----

| 10.3   |   | Contribution Agreement (PRC Territories) between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.), dated as of October 2, 2007            |   | 8-K    |   | 10/9/2007 |   | 10.2      |   |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-----------|--------|-----------|--------|--------|
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.4   |   | Contribution Agreement (Brazil) between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated as of October 2, 2007                      |   | 8-K    |   | 10/9/2007 |   | 10.1      |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.5   |   | Update Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated as of October 2, 2007                                     |   | 8-K    |   | 10/9/2007 |   | 10.4      |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.6   |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and Ashford Capital                                |   | S-4/A  |   | 7/10/2007 |   | Annex I-c |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.7   |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and Ashford Capital              |   | S-1/A  |   | 1/14/2008 |   | 10.11     |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.8   |   | Stock Purchase Agreement dated April 20, 2006 between HSW International (now known as Remark Media, Inc.) and Harvest 2004, LLC                                            |   | S-4/A  |   | 7/10/2007 |   | Annex K   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.9   |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International (now known as Remark Media, Inc.) and Harvest 2004, LLC                  |   | S-4/A  |   | 7/10/2007 |   | Annex L   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.10  |   | Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and the Purchasers named therein                   |   | S-4/A  |   | 7/10/2007 |   | Annex I-c |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.11  |   | First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and the purchasers named therein |   | S-1/A  |   | 1/14/2008 |   | 10.11     |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.12  |   | Stock Purchase Agreement dated April 20, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and DWS Finanz-Service GmbH                                |   | S-4/A  |   | 7/10/2007 |   | Annex K   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |
| 10.13  |   | First Amendment to Stock Purchase Agreement dated January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and DWS Finanz-Service GmbH           |   | S-4/A  |   | 7/10/2007 |   | Annex L   |   |   |
|   |   |                                                                                                                                                                       |   |   |   |      |   |      |   |   |

----

| 10.14***   |   | Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and Jeffrey T. Arnold                                                                                 |   | S-4    |   | 3/14/2007  |   | 10.11   |   |   |
|------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|---------|--------|--------|
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.14.1*** |   | Amendment No. 1 to the Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and Jeffrey T. Arnold                                                          |   | 8-K    |   | 9/23/2008  |   | 10.14   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.15      |   | Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) related to certain rights in India and Russia dated as of December 17, 2007                             |   | S-1/A  |   | 1/14/2008  |   | 10.15   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.16      |   | Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) related to certain trademark rights dated as of December 17, 2007                                       |   | S-1/A  |   | 1/14/2008  |   | 10.16   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.17***   |   | Employment Agreement dated October 16, 2001 between INTAC International, Inc. and Wei Zhou (filed by INTAC International, Inc., Commission File No 000-32621)                                                                           |   | 8-K    |   | 10/30/2001 |   | 10.5    |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.18      |   | Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou                       |   | S-4/A  |   | 7/10/2007  |   | Annex R |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.19      |   | First Amendment to Share Purchase Agreement dated as of August 23, 2007 among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou |   | S-1/A  |   | 1/14/2008  |   | 10.19   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.20      |   | Termination Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and HowStuffWorks, Inc., dated as of December 17, 2007                                                                                   |   | S-1/A  |   | 1/14/2008  |   | 10.2    |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.21      |   | Stock Purchase Agreement between HSW International, Inc. (now known as Remark Media, Inc.) and the investors named therein, dated February 15, 2008                                                                                     |   | 8-K    |   | 2/20/2008  |   | 10.21   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.22***   |   | Separation Agreement with J. David Darnell dated May 13, 2008                                                                                                                                                                           |   | 10-Q   |   | 5/15/2008  |   | 10.22   |   |   |
|       |   |                                                                                                                                                                                                                                    |   |   |   |       |   |    |   |   |
| 10.23* *** |   | 2008 Executive Compensation Plan                                                                                                                                                                                                        |   | 8-K/A  |   | 1/16/2009  |   | 10.23   |   |   |

----

|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|---------|--------|--------|
| 10.24*   |   | Content License Agreement dated September 17, 2008 between HSW International, Inc. (now known as Remark Media, Inc.) and World Book, Inc. and Amendment                                                                          |   | 10-Q   |   | 11/14/2008 |   | 10.24   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.25    |   | Form of Director and Officer Indemnification Agreement                                                                                                                                                                           |   | 8-K    |   | 1/16/2009  |   | 10.1    |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.26*** |   | Letter Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Gregory Swayne dated September 28, 2009                                                                                            |   | 10-Q   |   | 11/16/2009 |   | 10.26   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.27*** |   | Confidential Separation and Release Agreement dated as of September 28, 2009, by and between HSW International, Inc. (now known as Remark Media, Inc.) and Henry Adorno                                                          |   | 10-Q   |   | 11/16/2009 |   | 10.27   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.29    |   | Subscription Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc., dated as of October 30, 2009                                                                                |   | 10-Q   |   | 11/16/2009 |   | 10.29   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.30    |   | Secured Promissory Note issued by HSW International, Inc. (now known as Remark Media, Inc.) to Sharecare, Inc., dated as of October 30, 2009                                                                                     |   | 10-Q   |   | 11/16/2009 |   | 10.3    |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.31*   |   | Letter Agreement for Services Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc., dated as of October 30, 2009                                                               |   | 10-Q/A |   | 1/22/2010  |   | 10.31   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.31.1  |   | First Amendment to the Letter Agreement for Services by and between Sharecare, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated December 30, 2009                                                        |   | 8-K    |   | 1/7/2010   |   | 10.31.1 |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.31.2  |   | Second Amendment to the Letter Agreement for Services by and between Sharecare Inc (now known as Remark Media, Inc.) and HSW International, Inc. dated June 30, 2010                                                             |   | 10-Q   |   | 8/12/2010  |   | 10.35   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |
| 10.32    |   | License Agreement dated as of October 30, 2009, by and among HSW International, Inc. (now known as Remark Media, Inc.), Sharecare Inc. ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC |   | 10-Q/A |   | 1/22/2010  |   | 10.31   |   |   |
|     |   |                                                                                                                                                                                                                             |   |   |   |       |   |    |   |   |

----

| 10.33    |   | Sublease Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc. dated as of March 30, 2010              |   | 8-K    |   | 4/5/2010   |   | 10.33  |   |   |
|----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|--------|--------|--------|
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.34*** |   | Letter Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Eric Orme                                                 |   | 10-Q   |   | 5/14/2010  |   | 10.34  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.39*   |   | Option to Purchase Shares of Common Stock between HSW International Inc. (now known as Remark Media, Inc.) and Sharecare Inc. dated November 17, 2010   |   | 10-K   |   | 3/29/2011  |   | 10.39  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.4     |   | Services Agreement effective as of April 19, 2010, between HSW International, Inc. (now known as Remark Media, Inc.) and Discovery Communications, LLC. |   | 10-K   |   | 3/29/2011  |   | 10.4   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.41*** |   | Letter Agreement between HSW International, Inc. (now known as Remark Media, Inc.) and Carrie Ferman                                                    |   | 10-K   |   | 3/23/2012  |   | 10.41  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.42*** |   | Separation and Release Agreement and Independent Contractor Agreement dated February 14, 2012 between Remark Media, Inc. and Gregory M. Swayne          |   | 10-K   |   | 3/23/2012  |   | 10.42  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.43*** |   | Separation and Release Agreement and Independent Contractor Agreement dated February 14, 2012 between Remark Media, Inc. and Shawn G. Meredith          |   | 10-K   |   | 3/23/2012  |   | 10.43  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.44(1) |   | Purchase Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein                                                    |   | 8-K    |   | 2/28/2012  |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.45    |   | Amended and Restated Promissory Note in the principal amount of  $125,000 Kimberly and Daniel O’Donnell dated June 28, 2012             |   | 8-K    |   | 6/29/2012  |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.46*   |   | First Amendment to Letter Agreement for Employment between remark Media, Inc. and Carrie B. Ferman dated effective October 1, 2012                      |   | 10-Q/A |   | 11/27/2012 |   | 10.2   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.47*   |   | Senior Secured Convertible Promissory Note dated November 23, 2012                                                                                      |   | 8-K    |   | 11/23/2012 |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.48    |   | Security Agreement between Remark Media, Inc. and Digipac, LLC dated November 23, 2012                                                                  |   | 8-K    |   | 11/23/2012 |   | 10. 2  |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |
| 10.49    |   | Sublease Agreement between Holland & Knight and Remark Media, Inc. dated February 28, 2013                                                          |   | 8-K    |   | 3/6/2013   |   | 10.1   |   |   |
|     |   |                                                                                                                                                    |   |   |   |       |   |   |   |   |

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| 10.5   |   | Membership Interest Purchase Agreement between Remark Media, Inc., Pop Factory LLC, Howard Sonnenschein and Gail Sonnenschein dated March 29, 2013 |   | 8-K    |   | 4/4/2013   |   | 2.1    |   |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|------------|--------|--------|--------|--------|
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.51  |   | Senior Secured Convertible Promissory Note dated March  28, 2013                                                                         |   | 8-K    |   | 4/4/2013   |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.52  |   | Amendment Number One to Security Agreement between remark Media, Inc. and Digipac, LLC dated March 28, 2013                                        |   | 8-K    |   | 4/4/2013   |   | 10.2   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.53* |   | Services Agreement between Remark Media, Inc. and TheStreet, Inc. effective November 15, 2012                                                      |   | 10-Q/A |   | 3/25/2013  |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.54  |   | Senior Secured Convertible                                                                                                                         |   | 8-K    |   | 11/17/2013 |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.55  |   | Amendment Number Two Security Agreement between Remark Media, Inc. and Digipac, LLC dated November 13, 2013                                        |   | 8-K    |   | 11/17/2013 |   | 10.2   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.56  |   | Confidential Agreement and Release Agreement between Remark Media, Inc. and Bradley Zimmer dated January 17, 2014                                  |   | 8-K    |   | 1/24/2014  |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.57  |   | Senior Secured Convertible Promissory Note dated January 29, 2014                                                                                  |   | 8-K    |   | 2/4/2014   |   | 4.1    |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.58  |   | Amendment Number Three to Security Agreement between Remark Media, Inc. and Digipac, LLC dated 1/24/2014                                           |   | 8-K    |   | 2/4/2014   |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 10.59  |   | Loan Agreement dated February 11, 2014 by Remark Media, Inc. and Bombo, Sports & Entertainment, LLC                                            |   | 8-K    |   | 2/18/2014  |   | 10.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 21.1   |   | Subsidiaries                                                                                                                                       |   | 10-K   |   | 3/23/2012  |   | 21.1   |   |   |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 23.1   |   | Consent of Cherry Bekaert LLP                                                                                                                      |   |   |   |       |   |   |   | X      |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 31.1   |   | Certification by the Principal Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                              |   |   |   |       |   |   |   | X      |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |
| 31.2   |   | Certification by the Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002                                            |   |   |   |       |   |   |   | X      |
|   |   |                                                                                                                                               |   |   |   |       |   |   |   |   |

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| 32.1      |   | Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |   |   |   |   |   |   |   | X      |
|-----------|--------|------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 32.2      |   | Certification by the Principal Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002    |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.INS** |   | XBRL Instance Document                                                                                     |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.SCH** |   | XBRL Taxonomy Extension Schema                                                                             |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.CAL** |   | XBRL Taxonomy Extension Calculation Linkbase                                                               |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.CAL** |   | XBRL Taxonomy Definition Linkbase                                                                          |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.LAB** |   | XBRL Taxonomy Extension Label Linkbase                                                                     |   |   |   |   |   |   |   | X      |
|      |   |                                                                                                       |   |   |   |   |   |   |   |   |
| 101.PRE** |   | XBRL Taxonomy Extension Presentation Linkbase                                                              |   |   |   |   |   |   |   | X      |

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