FORM OF WARRANT TO PURCHASE COMMON STOCK OF PREMIER EXHIBITIONS, INC.Premier Exhibitions, Inc. • May 13th, 2009 • Services-amusement & recreation services • New York
THIS CERTIFIES THAT, for value received, Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands, having an address at 311 S. Wacker Drive, Suite 925, Chicago, Illinois (the “Investor”), is entitled to subscribe for and purchase from Premier Exhibitions, Inc., a Florida corporation, or any successor (the “Company”), in whole or in part, at the Warrant Purchase Price (as herein defined), at any time during the period commencing on the Initial Exercise Date (as herein defined) and ending at 5:00 p.m., Eastern time, on the date that is five (5) years after the Effectiveness Date (as herein defined) (the “Expiration Date”), up to that number of shares of the fully paid and non-assessable Common Stock (as herein defined) determined by multiplying (i) seven percent (7%) by (ii) the total number of shares of Common Stock into which the outstanding principal amount of the Convertible Note (as herein defined) is, on the Effectiveness Date, convertib
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 13th, 2009 • Premier Exhibitions, Inc. • Services-amusement & recreation services • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated May 6, 2009, is entered into by and between Premier Exhibitions, Inc., a Florida corporation (the “Company”), and Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (the “Investor”).
ContractPremier Exhibitions, Inc. • May 13th, 2009 • Services-amusement & recreation services • New York
NEITHER THIS NOTE NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR UNLESS SOLD PURSUANT TO AN EXEMPTION THEREFROM.
May 6, 2009 STRICTLY CONFIDENTIAL Premier Exhibitions, Inc. 3340 Peachtree Road, NE, Suite 2250 Atlanta, GA 30326 Dear Mr. Adams: Reference is made to the Note Purchase Agreement, dated May 6, 2009 (the “Purchase Agreement”), by and between Premier...Strictly Confidential • May 13th, 2009 • Premier Exhibitions, Inc. • Services-amusement & recreation services • New York
This letter agreement, shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. This letter shall agreement shall be deemed to be a Transaction Document for purposes of the Purchase Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2009 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida
This REGISTRATION RIGHTS AGREEMENT, dated as of May ___, 2009 (this “Agreement”), is entered into by and between Premier Exhibitions, Inc., a Florida corporation (the “Company”), and Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (the “Investor”).
