Premier Exhibitions, Inc. Sample Contracts

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RECITALS
Lease • January 17th, 2006 • Premier Exhibitions, Inc. • Services-amusement & recreation services
RECITALS
Rights Agreement • November 12th, 1998 • RMS Titanic Inc • Water transportation • New York
TERM SHEET April 13th, 2005
Premier Exhibitions, Inc. • January 5th, 2006 • Services-amusement & recreation services
WITNESSETH:
Lease • April 10th, 2006 • Premier Exhibitions, Inc. • Services-amusement & recreation services
AGREEMENT
Agreement • June 18th, 2001 • RMS Titanic Inc • Water transportation • Georgia
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2011 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2011, by and between PREMIER EXHIBITIONS, INC., a Florida corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WITNESSETH:
Employment Agreement • March 20th, 2006 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida
COMMON STOCK PURCHASE WARRANT PREMIER EXHIBITIONS, INC.
Premier Exhibitions, Inc. • May 24th, 2011 • Services-amusement & recreation services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lincoln Park Capital Fund, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the issuance date set forth above (the “Termination Date”) but not thereafter, to subscribe for and purchase from PREMIER EXHIBITIONS, INC., a Florida corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EXHIBIT 99.2 COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • January 13th, 2006 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida
RECITAL
RMS Titanic Inc • October 14th, 2003 • Water transportation
AMONG
Agreement and Plan of Merger • October 20th, 2004 • RMS Titanic Inc • Water transportation • Florida
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