0000950123-11-095347 Sample Contracts

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”).

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PURCHASE AGREEMENT
Purchase Agreement • November 4th, 2011 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida

PURCHASE AGREEMENT (the “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 (the “Investor”).

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