REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2011 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 20, 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").
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).
PURCHASE AGREEMENTPurchase Agreement • May 24th, 2011 • Premier Exhibitions, Inc. • Services-amusement & recreation services • Florida
PURCHASE AGREEMENT (the “Agreement”), dated as of May 20, 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”).
