WARRANT TO PURCHASE COMMON STOCK OF PREMIER EXHIBITIONS, INC.Sellers Capital LLC • July 8th, 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
ContractSellers Capital LLC • July 8th, 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.
JOINDER AGREEMENT AND AMENDMENTJoinder Agreement and Amendment • July 8th, 2009 • Sellers Capital LLC • Services-amusement & recreation services • New York
THIS JOINDER AGREEMENT AND AMENDMENT (this “Agreement”), dated June 15, 2009, is entered into by and among Premier Exhibitions, Inc., a Florida corporation (the “Company”), Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (the “Original Investor”), and SAF Capital Fund LLC, a Delaware limited liability company (the “Other Investor”). The Original Investor and the Other Investor are sometimes collectively referred to herein as the “Investors.”
