UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Remark Holdings, Inc.

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February 8, 2021

Dear Stockholder:

We are writing to remind you that the Remark Holdings, Inc. (“Remark,” “we,” “us,” or “our”) special meeting of stockholders (the “Special Meeting”), will be held on February 23, 2021 at 1 p.m. ET. The Special Meeting will be held in a virtual meeting format only, via audio webcast. You may attend, vote and submit questions during the Special Meeting via the Internet at www.meetingcenter.io/208877757.

The Special Meeting is being held to vote on a proposal to approve an amendment to our Amended and Restated Certificate of Incorporation which would increase the number of authorized shares of our common stock by 75,000,000, from the current 100,000,000 authorized shares to 175,000,000 authorized shares.


YOUR VOTE IS VERY IMPORTANT

If the Authorized Shares Amendment Proposal is not approved, our ability to raise required funding will be severely impacted, potentially resulting in adverse consequences for shareholder value, including taking steps that would allow us to initiate a potential forced sale of a part of our investment in Sharecare before such investment reaches its full value to shareholders.


We would like to clarify the following information to make your decision easier:

The proposed amendment to our Amended and Restated Certificate of Incorporation would only increase our authorized shares of common stock by 75,000,000, as our Amended and Restated Certificate of Incorporation in its current form has already authorized 100,000,000 shares of common stock.

We do not currently have any plans to issue a significant number of additional shares from the 75,000,000 that would be authorized if you vote YES regarding the proposed amendment.

The additional 75,000,000 shares of common stock that would be authorized by the amendment to our Amended and Restated Certificate of Incorporation would allow us to meet our obligations to issue shares when holders of already-outstanding option contracts or warrants to purchase our common stock are exercised, thereby avoiding more costly remedies.

Regardless of whether you plan to attend the virtual Special Meeting, we ask that you promptly vote your shares. If you need assistance voting your shares, please call 1-866-695-6078 (toll-free) or E. Brian Harvey, Senior Vice President, Capital Markets and Investor Relations, at 702-947-0739.


Respectfully,

/s/ Kai-Shing Tao

Kai-Shing Tao
Chairman and Chief Executive Officer