8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 18, 2017

Premier Exhibitions, Inc.

(Exact name of Registrant as Specified in Charter)

FLORIDA (State or Other Jurisdiction of Incorporation)	000-24452 (Commission File Number)	20-1424922 (I.R.S. Employer Identification Number)
3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071 (Address of Principal Executive Offices) (Zip Code)

(404) 842 - 2600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Plan Support Agreement

As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”) and thereby commenced chapter 11 cases (the “Chapter 11 Cases”). In connection with the commencement of these Chapter 11 Cases, on August 24, 2016, the Office of the United States Trustee appointed (a) an Official Committee of Unsecured Creditors and (b) an Official Committee of Equity Security Holders (the Equity Committee”, and together with the Creditors’ Committee, the “Supporting Committees” and each, a “Supporting Committee”).

Over the last several months, the Debtors, with the assistance of their retained professionals, have engaged in extensive negotiations with the legal and financial advisors to the Supporting Committees regarding the prospects of a consensual resolution to these Chapter 11 Cases. On May 18, 2017, the Company filed a motion with the Bankruptcy Court seeking approval of the Plan Support Agreement entered into between the Debtors and Supporting Committees on the same date which, among other things, lays out a process for the marketing and sale of the Company and/or its assets and a framework for the formulation of a Chapter 11 plan of reorganization or liquidation for the Company (the “PSA”). The motion regarding the PSA will be set for hearing at a later date and time as the Bankruptcy Court may determine. The PSA contemplates a complete sale transaction (the “Complete Sale Transaction”) that will be implemented through the marketing and sale of (a) the common shares in RMS Titanic, Inc. (“RMST”) or the entire artifact collection held by RMST, and (b) the operations of the Company and its subsidiaries in accordance with, and subject to, the terms and conditions contained in the PSA, the term sheet annexed thereto (the “Complete Sale Term Sheet”), and a yet to be filed plan of reorganization or liquidation (a “Complete Sale Plan”) providing for, among other things, the distribution of the proceeds from the sale of substantially all of the interests in and/or assets of the Debtors and a wind down of the Debtors’ estates.

Pursuant to the PSA, the parties have committed to pursue their respective obligations on an agreed upon timeline that, among other things, sets forth deadlines for the culmination of a marketing and sale process, the designation of one or more stalking horse bidders committed to purchase interests in and/or assets of the Debtors, an auction of the Debtors’ interests or assets, and the filing, solicitation and confirmation of a Complete Sale Plan. In exchange for the Debtors’ agreement to pursue a Complete Sale Transaction based on the covenants and timeline set forth in the PSA, each of the Supporting Committees has agreed to, among others things, support a Complete Sale Plan that is consistent with the PSA, including by not soliciting the termination of the Debtor’s exclusive period to file a plan of reorganization and by not taking any action inconsistent with the Complete Sale Term Sheet, a Complete Sale Plan and certain related documents or that might prevent the consummation of the Complete Sale Transaction. Notwithstanding the parties’ agreement to pursue a transaction consistent with the PSA, in addition to the various default and termination events set forth in the PSA, the PSA contains a “fiduciary out” that will permit the Debtors or Supporting Committees, under appropriate circumstances, to terminate the PSA without penalty and pursue an alternative plan that maximizes value of the Debtors’ estates.

The Company and its affiliated Debtors believe that the contemplated Complete Sale Plan will maximize value for all of the Debtors’ creditors (including unsecured creditors) and equity holders. The PSA will become effective only if it is approved by the Bankruptcy Court.

The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the PSA, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

DIP Financing

On May 18, 2017, the Company filed a motion with the Bankruptcy Court seeking approval of that certain Senior Secured Debtor-in-Possession Loan Agreement (the “DIP Loan Agreement”) entered into on May 18, 2017 by each of the Debtors and Bay Point Capital Partners LP (the “DIP Lender”), pursuant to which the DIP Lender agreed to loan up to $5,000,000 in a multi-draw term loan credit facility (the “DIP Financing”) to the Debtors. The motion regarding the DIP Financing will be set for hearing at a later date and time as the Bankruptcy Court may determine. The Debtors intend to use the proceeds of the DIP Financing to fund costs of operations and professional fees associated with the Chapter 11 Cases in accordance with budgets approved by the DIP Lender and otherwise in accordance with the terms of the DIP Loan Agreement. The DIP Loan Agreement, which is subject to approval by the Bankruptcy Court, provides, among other things, that the DIP Financing will accrue interest at the rate of 13% per annum and will mature upon the earlier of (i) one year following approval by the Bankruptcy Court, (ii) substantial consummation of a plan of reorganization or liquidation in the Chapter 11 Cases, (iii) the closing of a sale of substantially all assets of the Debtors; or (iv) the date the DIP Lender accelerates the DIP Financing or the termination of its commitment to lend pursuant to the terms of the DIP Loan Agreement.

The DIP Loan Agreement further provides that the DIP Financing will be secured by senior liens on substantially all assets of the Debtors, but excluding (i) causes of action under Chapter 5 of Title 11 of the United States Code (the “Bankruptcy Code”) (ii) the Titanic Collections, as defined in the Revised Covenants and Conditions set forth in the 2010 Opinion of the United States District Court for the Eastern District of Virginia (the “2010 Opinion”), and related supporting documentation and intellectual property owned by RMS Titanic, Inc., and (iii) that certain trust reserve account established by RMS Titanic, Inc. pursuant to Article V, Section D of the Revised Covenants and Conditions set forth in the 2010 Opinion. The DIP Loan Agreement further provides that the DIP Financing will be given “superpriority” administrative claim status pursuant to the Bankruptcy Code. The DIP Lender’s senior liens and superpriority claims, however, will be subject to certain fees and costs associated with the Debtors’ Chapter 11 Cases (the “Carve-Out”). Specifically, the Carve-Out includes all fees required to be paid to the clerk of the Bankruptcy Court and to the United States Trustee; certain fees and disbursements incurred by a chapter 7 trustee (if any) subject to a cap; and accrued but unpaid fees and expenses of professionals retained by the Debtors or the Supporting Committees, subject to a cap for fees and expenses incurred after an event of default.

The foregoing description of the DIP Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Loan Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Settlement With Image Quest Worldwide, Inc. and James Beckmann

The Company has entered into a Settlement Agreement and Mutual Release dated May 11, 2017 (the “Settlement Agreement”), with Image Quest Worldwide, Inc. (“Image Quest”) and James Beckmann (“Beckmann” and together with Image Quest, the “Claimants”). In July of 2010, Image Quest subleased certain exhibition space from Premier located in the Luxor Hotel and Casino in Las Vegas, Nevada. Beckmann signed a guaranty of the sublease in favor of Premier. In December 2014, Premier sued Image Quest and Beckmann in the Eighth Judicial District Court, Clark County, Nevada for failure to pay rent to Premier under the terms of a sublease and guaranty (the “Nevada Action”). In response, Image Quest and Beckmann filed counterclaims alleging a number of claims against Premier related to the sublease. After the Debtors filed their Chapter 11 Cases, the Claimants filed proofs of claims in the Chapter 11 Cases asserting general unsecured claims in the amounts of $9,072,111.00 and $4,305,419 (the “Claims”) based on the counterclaims asserted by Claimants in the Nevada Action.

The Settlement Agreement, which is subject to approval by the Bankruptcy Court, provides for the mutual release of all claims between Premier and the Claimants, the dismissal of the Nevada Action with prejudice, and the withdrawal of the Claims with prejudice. The Settlement Agreement, therefore, provides for the elimination of approximately $13,377,530 of filed claims against the Company in exchange for a release of claims of the Company against the Claimants for unpaid rent.

The Company and its affiliated Debtors believe that the Settlement Agreement is in the best interests of the Debtors and their estates, eliminating nearly half of the outstanding claims filed against the Debtors in their Chapter 11 Cases. The Debtors filed with the Bankruptcy Court a motion seeking approval of the Settlement Agreement on May 18, 2017. Parties in interest will have 21 days from the service of the motion to object. If no objection is filed, the Bankruptcy Court may approve the order without the need for a hearing.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the DIP Financing is incorporated herein by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Plan Support Agreement
10.2	Senior Secured Debtor-in-Possession Loan Agreement
10.3	Settlement Agreement with Image Quest Worldwide, Inc. and James Beckmann

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PREMIER EXHIBITIONS, INC.
Date: May 19, 2017	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

EX-10.1

Exhibit 10.1

THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THE PLAN SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO

PLAN SUPPORT AGREEMENT

This PLAN SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 18, 2017, is entered into by and among (i) Premier Exhibitions, Inc. (“PRXI”), RMS Titanic, Inc. (“RMST”), Premier Merchandising, LLC (“MERCH”), Premier Exhibitions Management, LLC (“PEM”), Arts and Exhibitions International, LLC (“AEI”), Premier Exhibitions NYC, Inc. (“PENYC”), Premier Exhibitions International, LLC (“PEI”), and Dinosaurs Unearthed Corp. (“Dinosaurs”) (collectively, the “Company” or the “Debtors”), (ii) The Official Committee Unsecured Creditors appointed in the Debtors’ chapter 11 cases (the “Creditors’ Committee”), and (iii) The Official Committee of Equity Security Holders appointed in the Debtors’ chapter 11 cases (the “Equity Committee”). The Debtors, the Creditors’ Committee, the Equity Committee and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Debtors are debtors and debtors in possession in chapter 11 cases pending in the United States Bankruptcy Court for the Middle District of Florida, Jacksonville Division (the “Bankruptcy Court”) captioned in RMS Titanic Inc., et al., Case No. 3:16-bk-02230 (PMG) (collectively, the “Chapter 11 Cases”);

WHEREAS, as of the date hereof, the Creditors’ Committee, as appointed by the Office of the United States Trustee for the Middle District of Florida (the “US Trustee”), consists of (i) TSX Operating Co., LLC, (ii) Dallian Hoffen Biotechnique Co. Ltd., and (iii) B.E. Capital Management Fund LP;

WHEREAS, as of the date hereof, the Equity Committee, as appointed by the US Trustee, consists of (i) Jonathan Heller; (ii) Lawndale Capital Management, LLC, (iii) Ian Jacobs, (iv) ACK Investments, LLC and (v) Frank Gerber;

WHEREAS, prior to the date hereof, the Parties engaged in good faith, arm’s length negotiations that have led to an agreement regarding the material terms of a chapter 11 plan of the Debtors that the Parties now desire to implement in accordance with and subject to the terms and conditions set forth in this Agreement and the Complete Sale Term Sheet (as defined herein) attached hereto;

WHEREAS, the Complete Sale Transaction will be implemented through the marketing and sale of (a) the common shares in RMST or the entire artifact collection held by RMST, and (b) the operations of PRXI and its subsidiaries in accordance with, and subject to the terms and conditions contained in this Agreement, the Complete Sale Term Sheet and a Complete Sale Plan providing for, among other things, the distribution of the proceeds from the sale of substantially all of the interests in and/or assets of the Debtors and a wind down of the Debtors’ estates (the “Complete Sale Transaction”);

WHEREAS, the Complete Sale Term Sheet and the Marketing Process are the product of good faith, arm’s length negotiations among the Parties and their respective professionals in an effort to maximize recoveries in the Chapter 11 Cases so that, among other things, sufficient funds are generated to pay all administrative claims, priority claims, secured claims and general unsecured claims in full and make a distribution to equity security holders; and

WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the Complete Sale Transaction on the terms and conditions contained in this Agreement and the Complete Sale Term Sheet.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Complete Sale Term Sheet.

The Complete Sale Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Complete Sale Term Sheet sets forth the material terms and conditions of the Complete Sale Transaction; provided, however, the Complete Sale Term Sheet is supplemented by the terms and conditions of this Agreement. In the event of any inconsistency between the Complete Sale Term Sheet and this Agreement, the Complete Sale Term Sheet shall govern and in the event of any inconsistency between the Complete Sale Term Sheet or this Agreement and the Complete Sale Plan (as hereinafter defined), the Complete Sale Plan shall control.

2. Certain Definitions.

As used in this Agreement, the following terms have the meanings set forth below:

(a)“Asset Purchase Agreement” means an asset purchase agreement, if any, to be entered into by and among the Debtors, as sellers, and a purchaser of the interests in and/or assets of the Debtors, whether at the Auction or otherwise, subject to Bankruptcy Court Approval. The form of asset purchase agreement initially provided to prospective bidders during the Marketing Process shall be in the form consented to by the Creditors’ Committee and Equity Committee (with their consent not to be unreasonably withheld), and the asset purchase agreement (if any) entered into by the Debtors shall only contain such changes and amendments to such initial form that are proposed by the purchaser and that are in compliance with Section 5(b)(xii) hereof.

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(b)“Auction” means the auction to be conducted in connection with the Complete Sale Transaction to determine the highest and/or best bid for the interests in and/or assets of the Debtors.

(c)“Bankruptcy Rules” means (i) the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended and promulgated under section 2075 of title 28 of the United States Code, (ii) the applicable Local Rules of Bankruptcy Practice and Procedure for the Bankruptcy Court and (iii) any general or chamber rules, or standing orders governing practice and procedure issued by the Bankruptcy Court, each as in effect on the Petition Date, and each of the foregoing together with all amendments and modifications thereto that are subsequently made and as applicable to the Chapter 11 Cases or proceedings therein, as the case may be.

(d)“Bid Procedures” means the Debtors’ bidding procedures, which shall be materially consistent with this Agreement and the Complete Sale Term Sheet (including, without limitation, the Milestones set forth herein and therein) and otherwise in form and substance reasonably acceptable to the Debtors and the Supporting Committees, to be filed with, and approved by order of, the Bankruptcy Court.

(e)“Cash or $” means legal tender of the United States of America or the equivalent thereof, including bank deposits and checks.

(f)“Complete Sale Disclosure Statement” means the disclosure statement, including any exhibits, appendices and related documents, for the Complete Sale Plan, as amended, supplemented or otherwise modified from time to time by the Bankruptcy Court or otherwise, that describes the Complete Sale Plan and is prepared and distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Rule 3018 of the Bankruptcy Rules and other applicable law, and which shall be materially consistent with this Agreement and the Complete Sale Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

(g)“Complete Sale Plan” means the chapter 11 plan of reorganization or liquidation, including any exhibits, appendices and schedules thereto, and as amended, supplemented or otherwise modified from time to time by the Bankruptcy Court or otherwise, that is prepared in accordance with, among other things, section 1123 of the Bankruptcy Code, and which shall be materially consistent with this Agreement and the Complete Sale Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

(h)“Complete Sale Term Sheet” means the term sheet attached hereto as Exhibit A, which sets forth the material terms and conditions for the Complete Sale Plan.

(i) “Confirmation Date” means the date of entry of the Confirmation Order.

(j)“Confirmation Order” means the order of the Bankruptcy Court confirming any Plan pursuant to section 1129 of the Bankruptcy Code, which order (and any exhibits, appendices and related documents) shall be materially consistent with this Agreement and the Complete Sale Term Sheet, provide for the consummation of a Complete Sale Transaction to one or more Winning Bidders, and otherwise be in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

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(k)“Consideration” means the Cash consideration to be received by the Debtors as part of any sale transaction and the value of any assumed liabilities or any other non-cash consideration.

(l) “Disclosure Statement Motion” means the motion to be filed by the Debtors in the Chapter 11 Cases seeking entry of the Disclosure Statement Order, which motion (including any exhibits, appendices or related documents) shall be materially consistent with this Agreement and the Complete Sale Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

(m)“Disclosure Statement Order” means an order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation, which order (including any exhibits, appendices or related documents) shall be materially consistent with this Agreement and the Complete Sale Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

(n)“Effective Date” means the first business day on or after the Confirmation Date on which (i) no stay of the Confirmation Order is in effect and (ii) the conditions precedent to the effectiveness of the Complete Sale Plan (including, but not limited to, obtaining an additional order of the United States District Court for the Eastern District of Virginia (the “Eastern District of Virginia”) in the action styled R.M.S. Titanic, Inc. v. The Wrecked and Abandoned Vessel (Civil No. 2:93-cv-902) approving the sale to a Winning Bidder of any portion of the artifact collection held by RMST, to the extent such assets are subject to the jurisdiction of the Eastern District of Virginia) have been satisfied or are expressly waived in accordance with the terms thereof.

(o)“Entity” means a person, estate, trust, governmental unit, and the U.S. Trustee, within the meaning of section 101(15) of the Bankruptcy Code.

(p)“Final Order” means an order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction) entered on the docket of such court, the operation and effect of which has not been stayed, reversed, vacated, modified or amended, and as to which order or judgment (or any revisions, modification, or amendment thereof) the time to appeal, petition for certiorari, or seek review or rehearing has expired and as to which no appeal, petition for certiorari, or petition for review of rehearing was filed or, if filed, remains pending; provided, however, that the possibility that a motion may be filed pursuant to Rules 9023 or 9024 of the Bankruptcy Rules or the Rules 59 or 60(b) of the Federal Rules of Civil Procedure shall not mean that an order or judgment is not a Final Order.

(q)“Governmental Authority” means any United States, Florida or other international, national, federal, state, municipal or local governmental, regulatory or administrative authority, agency or commission, licensing body or any judicial (including any state or federal court) or arbitral body or other entity exercising executive, legislative, judicial, regulatory, licensing, or administrative powers or functions of government.

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(r)“Marketing Process” means the process of marketing the assets of the Debtors in order to determine the highest and/or best offer for the purchase of the interests in or assets of the Debtors in connection with the Complete Sale Transaction. The Marketing Process shall be conducted by the financial advisors to the Debtors, GlassRatner Advisory & Capital LLC and the financial advisors to the Supporting Committees, Lincoln International LLC, and jointly run by them in a commercially reasonable manner.

(s)“Plan Process Documents” means all material agreements, instruments, pleadings, orders or other related documents utilized to implement the Complete Sale Transaction and to obtain confirmation of a Complete Sale Plan (other than the Sale Process Documents), including, but not limited to, a Complete Sale Plan, Complete Sale Disclosure Statement, the Disclosure Statement Motion, the Disclosure Statement Order, the ballots, the motion to approve the form of ballots and solicitation procedures, the order of the Bankruptcy Court approving the form of ballots and solicitation procedures and the Confirmation Order, each of which shall contain terms and conditions materially consistent with this Agreement and the Complete Sale Term Sheet.

(t)“Plan Support Documents” means the Plan Process Documents and the Sale Process Documents.

(u)“Plan Support Effective Date” means, as to each Party, the date upon which this Agreement becomes effective and binding on such Party in accordance with the provisions of Section 12 hereof.

(v)“Plan Support Period” means the period commencing on the Plan Support Effective Date and ending on the date on which this Agreement is terminated in accordance with Section 6 hereof.

(w) “Sale Motion” means the motion filed by the Debtors in the Chapter 11 Cases to, among other things, establish Bid Procedures and seek authorization for the sale of the interests in and/or assets of the Debtors, which motion shall be materially consistent with this Agreement and the Complete Sale Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

(x)“Sale Procedures Order” means a Final Order of the Bankruptcy Court approving, among other things, the Bid Procedures (and authorizing the Auction in accordance with the Bid Procedures), which order shall be materially consistent with this Agreement and the Complete Sale Term Sheet and otherwise in form and substance reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee.

(y)“Sale Process Documents” means all material agreements, instruments, pleadings, orders or other related documents utilized to consummate the Complete Sale Transaction, including, but not limited to, the Bid Procedures, the Sales Motion, the Sales Procedures Order, the Asset Purchase Agreement, and the Sale Order, each of which shall contain terms and conditions materially consistent with this Agreement and the Complete Sale Term Sheet (or, in the case of the Asset Purchase Agreement, materially consistent with the form referenced in the definition thereof) and otherwise reasonably acceptable to the Debtors, the Creditors’ Committee and the Equity Committee, and, as applicable, filed with the Bankruptcy Court.

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(z) “Solicitation” means the solicitation of votes in connection with any Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code.

(aa)“Stalking Horse Bidder” means an interested bidder whose qualified bid is designated by the Debtors, with the consent of the Supporting Committees (such consent not to be unreasonably withheld), to serve as the minimum bid for certain of the interests in or assets of the Debtors pursuant to the Bid Procedures, and whose qualified bid the Debtors will agree to consummate through a sale (pursuant to an Asset Purchase Agreement) in the event no higher or better bids are determined to have been received by the Company for such interests and/or assets of the Debtors.

(bb)“Supporting Committees” means, after the Plan Support Effective Date under Section 12 hereof and prior to the occurrence of a Supporting Committee Termination Event under Section 6(a), hereof, collectively the Creditors’ Committee and the Equity Committee (and each, a “Supporting Committee”).

(cc)“Supporting Committees’ Professionals” means any attorneys or advisors of the Supporting Committees retained by order of the Bankruptcy Court in the Chapter 11 Cases.

(dd) “Winning Bidder” means a bidder with the highest and otherwise best offer selected as a winning bidder by the Debtors (in consultation with the Creditors’ Committee and Equity Committee) at the Auction (as determined in accordance with the Bid Procedures, this Agreement and the Complete Sale Term Sheet).

3.Timeline. The Parties agree to pursue their respective obligations on the following timeline (in each case, a “Milestone”) subject to the rights of the Company, the Creditors’ Committee and the Equity Committee to agree, in writing, to extend the dates described below:

(a)The Debtors and their professionals shall prepare marketing materials for use in connection with the Marketing Process, which materials shall be subject to the review and approval of the Supporting Committees and their professionals, on or prior to May 19, 2017;

(b)Following approval of such materials, the Debtors’ and Supporting Committees’ financial advisors shall commence the Marketing Process, which process shall establish a deadline of July 21, 2017 for interested parties to submit letters of intent (each, a “LOI”) to the Debtors (the “LOI Deadline”). On receipt of any LOI, the Debtors shall provide copies to the Supporting Committees and their professionals;

(c)On expiration of the LOI Deadline, the Debtors and Supporting Committees shall evaluate any LOIs received, and no later than seven (7) calendar days from the LOI Deadline, the Debtors and Supporting Committees shall select candidates for management visits and further negotiations;

(d)On or prior to the later of September 25 , 2017, or two (2) months following the LOI Deadline(the “Stalking Horse Designation Deadline”), the Debtors shall, with the consent of the Supporting Committees (such consent not to be unreasonably withheld), designate one or more Stalking Horse Bidders committed to purchase interests in and/or assets of the Debtors, negotiate and enter into one or more Asset Purchase Agreements for such interests and/or assets of the Debtors with any designated Stalking Horse Bidders, and file a Sale Motion.

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(e)On or prior to the later of October 23, 2017, or four (4) weeks from the filing of the Sale Motion, the Company shall obtain entry of the Sale Procedures Order;

(f)In the event that the Auction is to be conducted, such Auction shall occur on or prior to the later November 20, 2017;, or five (5) weeks from the entry of the Sale Procedures Order;

(g)On or prior to the later of October 20, 2017, or three (3) weeks from the Stalking Horse Designation Deadline, the Company will file the Complete Sale Plan and Complete Sale Disclosure Statement (providing, among other things, for the consummation of the sale of substantially all of the interests in and assets of the Debtors through the Complete Sale Plan);

(h)On or prior to the later of October 27, 2017, or five (5) business days from the filing of the Complete Sale Plan and Complete Sale Disclosure Statement, the Company will file a motion for approval of the Complete Sale Disclosure Statement;

(i)On or prior to the later of December 7, 2017, or six (6) weeks from the filing of the Complete Sale Plan and Complete Sale Disclosure Statement, the Company shall obtain entry of an order approving the Complete Sale Disclosure Statement;

(j)On or prior to the later of January 12, 2018, or seven (7) weeks from the hearing on the Complete Sale Disclosure Statement, the Company shall obtain entry of the Confirmation Order confirming the Complete Sale Plan;

(k)On or prior to the later of January 26, 2018 or thirteen (13) business days from the entry of the Confirmation Order confirming the Complete Sale Plan, all conditions precedent to the Effective Date of the Complete Sale Plan (with the exception of an order of the Eastern District of Virginia approving the sale to a Winning Bidder of any portion of the artifact collection held by RMST over which the Eastern District of Virginia has jurisdiction) shall have occurred.

The Parties further agree that, commencing on the date hereof and continuing until the expiration of the Plan Support Period, each Party will commit to negotiate in good faith over the terms, conditions and provisions of an alternative to the Complete Sale Transaction, including an alternative restructuring, reorganization or liquidation transaction, in the event a Complete Sale Transaction is not effectuated.

4. Agreements of the Supporting Committees.

(a)Support of Complete Sale Transaction. Each of the Supporting Committees agrees that, commencing on the date hereof and continuing until the expiration of the Plan Support Period, unless (x) otherwise expressly permitted or required by this Agreement, a Complete Sale Plan, or the Complete Sale Term Sheet, or (y) otherwise consented to in writing by the Debtors or (z) this Agreement does not become effective as provided in Section 12 hereof, the Supporting Committees shall, subject to Sections 6, 12, and 22 hereof, and in accordance with the terms of the Complete Sale Term Sheet, do the following:

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(i)support, and take all reasonable actions necessary to facilitate the implementation or consummation of, the Complete Sale Transaction or the approval by the Bankruptcy Court of the Plan Support Documents (including, but not limited to, co-sponsoring a Complete Sale Plan or soliciting written support for a Complete Sale Plan through a Complete Sale Disclosure Statement, and supporting a Complete Sale Plan at any related court hearing before the Bankruptcy Court or any other court, tribunal or proceeding);

(ii)not (A) directly or indirectly seek, solicit for, support or encourage the termination or modification of (and shall support and consent to any extension of) the Debtors’ exclusive period for the filing of any plan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets or restructuring of the Debtors, (B) take any other action, including but not limited to, initiating or joining in any legal proceedings or enforcing rights on behalf of the Supporting Committees, that is inconsistent with the Complete Sale Term Sheet, a Complete Sale Plan, or the Plan Support Documents, or is reasonably likely to prevent, interfere with, delay or impede the implementation or consummation of the Complete Sale Transaction (including, but not limited to, the Bankruptcy Court’s approval of the Plan Support Documents, a Complete Sale Plan, or the Solicitation and confirmation of a Complete Sale Plan), or (C) encourage any person or entity to take any of the actions described in the preceding clauses (A) and (B) herein; and

(iii)subject to the conditions of Sections 6, 12 and 22 hereof, not propose, support, assist, engage in negotiations in connection with or participate in the formulation of, any restructuring, reorganization or liquidation of the Debtors (or any plan or proposal in respect of the same) other than the Complete Sale Transaction (or such other transactions expressly contemplated in this Agreement).

(b)Certain Conditions. The obligations of the Supporting Committees set forth in Section 4(a) above are subject to the following conditions:

(i)this Agreement shall have become effective in accordance with the provisions of Section 12 hereof;

(ii)the Complete Sale Term Sheet shall be acceptable in all material respects to the Supporting Committees (it being understood that signatures hereto of the chairs of the Creditors’ Committee and Equity Committee, respectively, shall satisfy this condition); and

(iii)this Agreement shall not have been terminated in accordance with the terms of Section 6 hereof.

(c)Rights of the Supporting Committees Unaffected. Nothing contained herein shall (i) be construed to prohibit the Creditors’ Committee or Equity Committee from appearing in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and the Complete Sale Transaction and are not for the purposes of hindering, delaying or preventing the consummation of the Complete Sale Transaction, or (ii) limit the ability of either Supporting Committee to assert or raise any objection in the Chapter 11 Cases to the party selected by the Debtors as a Winning Bidder or the terms of a winning bid; provided, that to the extent any such objection is denied by the Bankruptcy Court, the Supporting Committees’ obligations under this Agreement and the Complete Sale Term Sheet shall be unaffected as a result of such denial.

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5. Agreements of the Debtors.

(a)Affirmative Covenants. The Debtors agree that, commencing on the date hereof and continuing until the expiration of the Plan Support Period, unless (x) otherwise expressly permitted or required by this Agreement, a Complete Sale Plan, or the Complete Sale Term Sheet, or (y) otherwise consented to in writing by the Creditors’ Committee and the Equity Committee or (z) this Agreement does not become effective as provided in Section 12 hereof , the Debtors shall, in accordance with the terms of the Complete Sale Term Sheet, do the following:

(i)conduct the Marketing Process;

(ii)take commercially reasonably efforts to complete the preparation, as soon as reasonably practicable after the date hereof, of all Sale Process Documents and all Plan Process Documents which are necessary to consummate the Complete Sale Transaction;

(iii)provide draft copies of the form of asset purchase agreement to the Creditors’ Committee and the Equity Committee and their respective Professionals and obtain the consent of each Supporting Committee (consent not to be unreasonably withheld) in advance of delivering any form of asset purchase agreement to a prospective bidder;

(iv)timely file a formal objection to any motion filed with the Bankruptcy Court by any party seeking the entry of an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing the Chapter 11 Cases;

(v)timely file a formal objection to any motion filed with the Bankruptcy Court by any party seeking the entry of an order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization or liquidation;

(vi)provide to the Supporting Committees and the Supporting Committees’ Professionals, subject to such confidentiality restrictions as reasonably required by the Debtors, (A) access to the advisors of the Debtors with respect to the Marketing Process, the Auction and the Complete Sale Transaction, (B) reasonable information with respect to all material Executory Contracts and Unexpired Leases of the Debtors for the purposes of concluding which Executory Contracts and Unexpired Leases the Debtors intend to assume, assume and assign or reject in the Chapter 11 Cases, and (C) full access to the electronic virtual data room established for potential bidders in connection with the Complete Sale Transaction;

(vii)use commercially reasonable efforts to take all actions (A) contemplated by the Complete Sale Term Sheets and a Complete Sale Plan, (B) which are necessary to facilitate the implementation or consummation of the Complete Sale Transaction or (C) which are necessary to obtain the approval by the Bankruptcy Court of the Plan Support Documents; and

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(viii)use commercially reasonable efforts to obtain any and all governmental, regulatory, licensing or other approvals necessary to the implementation or consummation of the Complete Sale Transaction or the approval by the Bankruptcy Court of the Plan Support Documents.

(b)Negative Covenants. The Debtors agree that, commencing on the date hereof and continuing until the expiration of the Plan Support Period, unless (x) otherwise expressly permitted or required by the terms and conditions contained in this Agreement, a Complete Sale Plan, or the Complete Sale Term Sheet, or (y) otherwise consented to in writing by the Creditors’ Committee and the Equity Committee, or (z) this Agreement does not become effective as provided in Section 12 hereof, the Debtors shall not do or permit to occur any of the following:

(i)subject to the conditions of Sections 6, 12 and 22 hereof, propose, support, assist, engage in negotiations in connection with or participate in the formulation of, any restructuring, reorganization or liquidation of the Debtors (or any plan or proposal in respect of the same) other than the Complete Sale Transaction (or such other transactions expressly contemplated in this Agreement);

(ii)suspend or revoke the Marketing Process or the Complete Sale Transaction or publicly announce the Debtors’ intention not to pursue the Complete Sale Transaction;

(iii)materially draft, amend or modify any Plan, in whole or in part, in a manner that is not consistent in any material respect with this Agreement or the Complete Sale Term Sheet;

(iv)withdraw or revoke a Complete Sale Plan or publicly announce the Debtors’ intention not to pursue a Complete Sale Plan, without the prior consent of the Supporting Committees;

(v)take any action in connection with the Complete Sale Transaction that is not consistent in any material respect with this Agreement or the Complete Sale Term Sheet;

(vi)amend, withdraw, modify, file or agree to any Sale Process Document or Plan Process Document (including any modifications or amendments thereof) that, in whole or in part, is not consistent in any material respect with this Agreement, the Complete Sale Term Sheet or a Complete Plan and is not otherwise reasonably acceptable to the Creditors’ Committee or Equity Committee;

(vii)move for an order authorizing or directing the assumption or rejection of an Executory Contract or Unexpired Lease other than in accordance with the Complete Sale Term Sheet or a Complete Sale Plan or as consented to by the Supporting Committees;

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(viii)other than as required by a Complete Sale Plan, amend or propose to amend its respective certificate or articles of incorporation, bylaws or comparable organizational documents;

(ix)other than as required by a Complete Sale Plan, split, combine or reclassify any outstanding shares of its capital stock or other equity interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of its equity interests;

(x)other than as required by a Complete Sale Plan, redeem, purchase or acquire or offer to acquire any of its equity interests, including, without limitation, capital stock or limited liability company interests;

(xi)acquire or divest (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) (A) any corporation, partnership, limited liability company, joint venture or other business organization or division or (B) assets of the Debtors, other than in the ordinary course of business; or

(xii) (1) change, amend or modify the form of asset purchase agreement consented to by the Creditors’ Committee and Equity Committee in any manner and/or (2) take any actions (including making any change, amendment, or modification) under the Asset Purchase Agreement after its execution, without the consent of the Creditors’ Committee and Equity Committee that would have the effect of (A) reducing the purchase price or changing the form of consideration to be paid under or related thereto, (B) establishing or creating any escrow or holdback arrangements under or related thereto, (C) imposing any indemnification obligations under or related thereto, (D) adding additional conditions to closing of the obligations of the purchaser under or related thereto, (E) imposing any post-closing obligations on the Debtors under or related thereto, or (F) changing or modifying the termination provisions thereof, terminating (immediately or with the passage of time) the Asset Purchase Agreement or providing a notice that prevents the occurrence of an automatic extension of the termination date under the Asset Purchase Agreement.

(c)Automatic Stay. The Debtors acknowledge and agree and shall not dispute that the giving of notice of termination by any Party pursuant to this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code (and the Debtors hereby waive, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice).

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6. Termination of Agreement.

(a)Supporting Committees Termination Events. Either the Creditors’ Committee or the Equity Committee may terminate this Agreement, in which case (subject to the terms of Section 15 hereof) the terminating Supporting Committee shall no longer be bound by any provisions of this Agreement or the Complete Sale Term Sheet, upon written notice, delivered in accordance with Section 20 hereof, at any time after the occurrence of, and during the continuation of, any of the following events (each, a “Supporting Committee Termination Event”):

(i)the failure to meet any Milestone;

(ii)the failure by the Debtors to comply with the provisions of Sections 5(a) or 5(b) of this Agreement; provided, however, that either Supporting Committee shall provide the Company with notice of such breach and provide the Company with five (5) business days to cure such breach (only if such breach is susceptible to cure);

(iii)any representation made by the Debtors in this Agreement proves to have been materially incorrect on the Plan Support Effective Date (or such other applicable date with respect to a representation expressly made as to a period of time other than the Plan Support Effective Date);

(iv)the issuance by any required governmental, regulatory or licensing authority, or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Complete Sale Transaction;

(v)the Bankruptcy Court grants relief that is materially inconsistent with this Agreement or the Complete Sale Term Sheet in any material respect;

(vi)the Bankruptcy Court enters an order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization or liquidation;

(vii)the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Debtors having an aggregate fair market value in excess of $1,000,000;

(viii)the Bankruptcy Court enters an order authorizing or directing the assumption or rejection of a material Executory Contract or Unexpired Lease other than in accordance with the Complete Sale Term Sheets or any Plan or as otherwise approved in writing by Supporting Committees;

(ix)a Complete Sale Plan is amended or otherwise modified so as to be materially inconsistent with this Agreement or the Complete Sale Term Sheet;

(x)the Bankruptcy Court enters an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing the Chapter 11 Cases;

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(xi)the failure to satisfy any of the conditions to effectiveness set forth in a Complete Sale Plan by the deadlines set forth in such Complete Sale Plan, except as such conditions may be waived by the Parties;

(xii)the Chapter 11 Cases are involuntarily dismissed; or

(xiii)as either Supporting Committee determines they are required pursuant to Section 22 hereof.

(b)Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated at any time by mutual agreement in writing among the Creditors’ Committee, the Equity Committee and the Debtors.

(c)Debtors Termination Events. The Debtors may terminate this Agreement as to all Parties upon written notice to the other Parties, delivered in accordance with Section 20 hereof, upon the occurrence of any of the following events:

(i)the breach of any of the representations, warranties or covenants of the Supporting Committees set forth in this Agreement that would reasonably be expected to have a material adverse impact on the Debtors or the consummation of the Complete Sale Transaction, that remains uncured for a period of five (5) business days after receipt by such Supporting Committee of notice and description of such breach; provided, however, that neither an objection filed in the Chapter 11 Cases by either of the Supporting Committees to a party selected by the Debtors as a Winning Bidder or the terms of a winning bid, nor the resolution of such objection, shall be a breach of the Supporting Committees’ obligations or covenants under this Agreement or permit the Debtors to terminate this Agreement and their obligations hereunder;

(ii)the issuance by any required governmental, regulatory or licensing authority, or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Complete Sale Transaction;

(iii)except as a result of the action or inaction of the Debtors or as would not otherwise constitute a breach of the Debtors under this Agreement, Confirmation has not occurred by the dates set forth in Section 3 hereof;

(iv)except as a result of the action or inaction of the Debtors or as would not otherwise constitute a breach of the Debtors under this Agreement, the Bankruptcy Court enters an order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization or liquidation;

(v)except at the request of the Debtors, the Bankruptcy Court enters an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing the Chapter 11 Cases;

(vi)except at the request of the Debtors, the Chapter 11 Cases are involuntarily dismissed; or

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(vii)as the Debtors determine it is required pursuant to Section 22 hereof.

(d)Effect of Termination. Upon the termination of this Agreement in accordance with this Section 6, and except as provided in Section 15 herein, this Agreement shall forthwith become void and of no further force or effect and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Complete Sale Transaction or otherwise, that it would have been entitled to take had it not entered into this Agreement, including all rights and remedies that would have been available to it under applicable law; provided, however, that in the event only one (1) of the Supporting Committees terminates this Agreement in accordance with this Section 6, then this Agreement shall only be null, void and of no further force and effect as to such terminating Supporting Committee and this Agreement shall survive and remain in full force and effect with the respect to the other Supporting Committee and the Debtors; provided, further, that in no event shall any such termination relieve a Party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination; provided, further, that except as set forth in Section 13 hereof, the breach of this Agreement by one or more Parties shall not create any rights or remedies against any non-breaching Party. Any Supporting Committee that terminates this Agreement in accordance with this Section 6 may revoke its support for a Complete Sale Plan. The Supporting Committees shall have no liability to the Debtors or to each other in respect of any termination of this Agreement in accordance with the terms of this Section 6.

7. Good Faith Cooperation; Further Assurances; Acknowledgment; No Solicitation.

During the Plan Support Period, the Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable and subject to the terms hereof) in respect of (a) all matters relating to their rights hereunder in respect of the Debtors or otherwise in connection with their relationship with the Debtors, (b) all matters concerning the implementation of the Complete Sale Term Sheet, (c) the pursuit and support of the Complete Sale Transaction (including confirmation of the Complete Sale Plan or consummation of the Complete Sale Transaction), and (d) the negotiation among the Parties of alternative plans of reorganization or liquidation. Furthermore, subject to the terms hereof, each of the Parties shall take such action as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required governmental, regulatory, or licensing filings and soliciting support for any Plan, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement. This Agreement is not, and shall not be deemed, a solicitation for consents to the Plan.

8. Plan Process Documents and Sale Process Documents.

During the Plan Support Period each Party hereby covenants and agrees (i) to negotiate in good faith the Plan Process Documents and the Sale Process Documents, as the case may be, and (ii) to execute (to the extent such Party is a party thereto) and otherwise support the Plan Process Documents and Sale Process Documents, as the case may be. For the avoidance of doubt, during the Plan Support Period, each Party agrees to (a) act in good faith and use commercially reasonable efforts to support and complete successfully the implementation of the Complete Sale Term Sheet, the Plan Support Documents and the Complete Sale Transaction in accordance with the terms of this Agreement, (b) do all things reasonably necessary and appropriate in furtherance of consummating the Complete Sale Transaction in accordance with, and within the time frames contemplated by, the Complete Sale Term Sheet and this Agreement and (c) act in good faith and use commercially reasonable efforts to consummate the Complete Sale Transactions as contemplated by the Complete Sale Term Sheet and this Agreement.

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9. Representations and Warranties.

Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof:

(a)(i) in the case of the Debtors, each Debtor is validly existing and in good standing under the laws of the jurisdiction of incorporation of its organization, and, subject to Sections 6, 12, and 22 hereof, each Debtor has all requisite corporate, limited liability company or similar authority to (1) enter into this Agreement, (2) carry out the transactions contemplated under this Agreement and the Complete Sale Term Sheet and (3) perform its obligations contemplated under this Agreement and the Complete Sale Term Sheet; and (ii) in the case of the Supporting Committees, each Supporting Committee has duly authorized the signatory to this Agreement to execute this Agreement on its behalf and, subject to Sections 6, 12, and 22 hereof, the Supporting Committees shall carry out the transactions contemplated by this Agreement and the Complete Sale Term Sheet pursuant to their terms;

(b)subject to Sections 6, 12, and 22 hereof, in the case of the Debtors, the execution, delivery and performance by such Party of this Agreement do not and will not (1) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party or (3) violate any order, writ, injunction, decree, statute, rule or regulation;

(c)subject to Sections 6, 12 and 22 hereof, in the case of the Debtors, the execution, delivery and performance by such Party of this Agreement does not and will not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required for disclosure by the Securities and Exchange Commission and in connection with the Chapter 11 Cases, a Complete Sale Plan and a Complete Sale Disclosure Statement; and, subject to Sections 6, 12 and 22 hereof, in the case of the Debtors, this Agreement is the legally valid and binding obligation of such Party, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

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10. Publicity.

The Debtors shall submit drafts to the Supporting Committees of any press releases and public documents that constitute disclosure of the existence or terms of this Agreement or the Complete Sale Term Sheet, or any amendment to the terms of this Agreement or the Complete Sale Term Sheet, at least three (3) business days prior to making any such disclosure, which such press releases and public documents shall be subject to the prior approval of Supporting Committees.

11. Amendments and Waivers.

This Agreement, including any exhibits or schedules hereto, may not be modified, amended or supplemented except in a writing signed by the Debtors, Creditors’ Committee and the Equity Committee; provided, however, that any modification of, or amendment or supplement to, this Section 11 shall require the written consent of all of the Parties. A Supporting Committee Termination Event may not be waived except in a writing signed by Creditors’ Committee and the Equity Committee.

12. Effectiveness.

This Agreement shall become effective and binding on the Supporting Committees and the Debtors when the Bankruptcy Court enters an order approving this Agreement and authorizing and directing the Supporting Committees and Debtors to be bound by the terms hereof.

In the event that the Bankruptcy Court declines to approve this Agreement, this Agreement shall not be effective upon any of the Parties. The Parties agree that in the event the Bankruptcy Court declines to approve this Agreement, they will negotiate in good faith to make such changes to this Agreement as may be necessary in order to obtain Bankruptcy Court approval.

Upon the applicable Plan Support Effective Date, the Complete Sale Terms Sheet shall be deemed effective on the Parties for the purposes of this Agreement and thereafter the terms and conditions therein may only be amended, modified, waived or otherwise supplemented as set forth in Section 11 above.

13. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION, SUIT, DISPUTE OR PROCEEDING ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT IN THE BANKRUPTCY COURT (FOR SO LONG AS THE DEBTORS ARE SUBJECT TO THE JURISDICTION OF THE BANKRUPTCY COURT) AND THE PARTIES HERETO IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT AND WAIVE ANY OBJECTIONS AS TO VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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14. Specific Performance.

It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations hereunder.

15. Survival.

Notwithstanding the termination of this Agreement pursuant to Section 6 hereof, the agreements and obligations of the Parties in this Section 15 and in Sections 6(d), 10, 11, 13, 17, 18, and 21 hereof shall survive such termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof.

16. Headings.

The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

17. Successors and Assigns; Severability; Several Obligations.

Unless expressly stated herein, this Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, assigns, administrators and representatives, and no other person or entity shall be a third-party beneficiary hereof. If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof or the Agreement shall continue in full force and effect so long as the economic or legal substance of the Complete Sale Transaction contemplated hereby are not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to achieve the original intent of the Parties as closely as possible in an acceptable manner in order that the Complete Sale Transaction contemplated hereby is consummated as originally contemplated to the greatest extent possible.

18. Prior Negotiations; Entire Agreement.

This Agreement, including the exhibits and schedules hereto (including the Complete Sale Term Sheet), constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed between any of the Debtors, and any of the Supporting Committees or their respective legal and financial advisors shall continue in full force and effect.

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19. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by facsimile or otherwise, which shall be deemed to be an original for the purposes of this Section 19.

20. Notices.

All notices hereunder shall be deemed given if in writing and delivered, if sent by facsimile, courier or by registered or certified mail (return receipt requested) to the following addresses and facsimile numbers (or at such other addresses or facsimile numbers as shall be specified by like notice):

(a)If to the Debtors: RMS Titanic, Inc., in care of Troutman Sanders LLP, 600 Peachtree Street NE, Suite 5200, Atlanta, GA 30308, attention: Jeffery W. Cavender and Stephen S. Roach, Tel: (404) 885-3000, Fax: (404) 885-3900; with copies to Nelson Mullins Riley & Scarborough LLP, 50 N. Laura Street, Suite 4100, Jacksonville, FL 32202, attention: Daniel F. Blanks and Lee D. Wedekind, III, Tel: (904) 665-3656, Fax: (904) 665-3699, and Kaleo Legal, 4456 Corporation Lane, Suite 135, Virginia Beach, VA 23462, attention: Brian A. Wainger, Tel: (757) 965-6804, Fax: (757) 304-6175.

(b)If to the Creditors’ Committee: Official Committee of Unsecured Creditors of RMS Titanic, Inc. and its debtor affiliates, in care of Storch Amini & Munves PC, 140 East 45^th Street, 25^th Floor, New York, NY 10017, attention: Jeffrey Chubak and Averty Samet, Tel: (212) 497-8247, Fax: (212) 490-4208; with copies to Thames Markey & Heekin, P.A., 50 N. Laura Street, Suite 1600, Jacksonville, FL 32202, attention: Richard R. Thames and Robert A. Heekin, Jr., Tel: (904) 358-4000, Fax: (904) 358-4001.

(c)If to the Equity Committee: Official Committee of Equity Security Holders of Premier Exhibitions, Inc., in care of Landau Gottfried & Berger LLP, 1801 Century Park East, Suite 700, Los Angeles, CA 90067, attention: Peter J. Gurfein, Tel: (310)-691-7374, Fax: (310) 557-0056; with copies to Akerman, LLP, 50 N. Laura Street, Suite 3100, Jacksonville, FL 32202, attention: Jacob A. Brown and Katherine C. Fackler, Tel: (904) 798-3700, Fax: (904) 798-3730.

Any notice given by delivery, mail or courier shall be effective when received. Any notice given by facsimile shall be effective upon oral or machine confirmation of transmission.

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21. Reservation of Rights; No Admission.

In addition, except as expressly provided in this Agreement and in any amendment among the Parties, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Parties to protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in the Chapter 11 Cases. Except as expressly provided in this Agreement and in any amendment among the Parties, if the Complete Sale Transaction is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. This Agreement and the Complete Sale Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the parties hereto. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

22. Fiduciary Duties.

Notwithstanding anything to the contrary herein, nothing in this Agreement shall require (i) the Debtors or any board of directors, board of managers, directors, managers, officers or any other fiduciary of the Debtors (in such person’s capacity as a director or officer of the Debtors) or (ii) either Supporting Committee or any of its members, to take any action, or to refrain from taking any action, to the extent required, in the opinion of counsel, to comply with its or their fiduciary obligations under applicable law, including consideration of any offer for the interests in and/or assets of the Debtors, or any alternative restructuring transaction, that maximizes a return for their respective stakeholders in these Chapter 11 Cases for whom each of the Parties serves as a fiduciary.

23. Representation by Counsel.

Each Party acknowledges that it has been represented by, or provided a reasonable period of time to obtain access to and advice by, counsel with this Agreement and the Complete Sale Transaction contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

(SIGNATURE PAGES FOLLOW)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officer or representative, and solely in such capacity, as of the date first set forth above.

Premier Exhibitions, Inc.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President and CEO
RMS Titanic, Inc.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President

Premier Merchandising, LLC
	By: PREMIER EXHIBITIONS, INC., its Sole Member
	By:	/s/ Daoping Bao
	Name:	Daoping Bao
	Title:	President and CEO

Premier Exhibitions Management, LLC
	By: PREMIER EXHIBITIONS, INC., its Managing Member
	By:	/s/ Daoping Bao
	Name:	Daoping Bao
	Title:	President and CEO

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ART AND EXHIBITIONS INTERNATIONAL, LLC
	By: PREMIER EXHIBITIONS MANAGEMENT, LLC, its Managing Member
		By: PREMIER EXHIBITIONS, INC. its Managing Member
		By:	/s/ Daoping Bao
		Name:	Daoping Bao
		Title:	President and CEO

Premier Exhibitions NYC, Inc.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President

Premier Exhibitions International, LLC
	By: PREMIER EXHIBITIONS, INC., its Sole Member
	By:	/s/ Daoping Bao
	Name:	Daoping Bao
	Title:	President and CEO

Dinosaurs Unearthed Corp.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President

21 

The official committee of unsecured creditors of rms titanic, inc., et al.

By:  /s/ Thomas Braziel, in his capacity as Chair of the Committee

Name: Thomas Braziel, in his capacity as Chair of the Committee

The official committee of equity security holders of rms titanic, inc., et al.

By:   /s/ Andrew Shapiro, in his capacity as Chair of the Committee

Name:  Andrew Shapiro, in his capacity as Chair of the Committee

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EXHIBIT A

(Complete Sale Term Sheet)

PREMIER EXHIBITIONS, INC.

Complete Sale Transactions Term Sheet

May 18, 2017

The following is a summary (the “Term Sheet”) of certain principal terms and provisions of a proposed chapter 11 plan of reorganization (the “Plan”) for the Company (as defined below). The transactions contemplated by this Term Sheet are subject to further terms and conditions to be set forth in the Plan and other related definitive documents. This Term Sheet is in the furtherance of good faith, arm’s-length discussions between the Company, the Creditors’ Committee (as defined below), and the Equity Committee (as defined below) to settle and resolve the Company’s obligations to the Company’s creditors, and provide for a recovery for Equity Holders (as defined below). Unless otherwise authorized by the Creditors’ Committee, the Equity Committee, and the Company, this Term Sheet is entitled to protection from any use or disclosure to any party or person pursuant to Federal Rule of Evidence 408 and any other rule of similar import. This Term Sheet and the information contained herein presently are strictly confidential.

This Term Sheet does not constitute an offer of securities or a solicitation or offer to purchase securities, nor is it an offer or solicitation for any chapter 11 plan, and is being presented for discussion and settlement purposes only. No party shall have any obligation, express or implied, to negotiate with respect to the transactions contemplated by this Term Sheet or to negotiate or enter into any definitive agreement.

Parties

Debtors:	Premier Exhibitions, Inc. (“PRXI”), RMS Titanic, Inc. (RMST), Premier Merchandising, LLC (“MERCH”), Premier Exhibitions Management, LLC (“PEM”), Arts and Exhibitions International, LLC (“AEI”), Premier Exhibitions NYC, Inc. (“PENYC”), Premier Exhibitions International, LLC (“PEI”), and Dinosaurs Unearthed Corp. (“Dinosaurs”) (collectively, the “Company” or the “Debtors”).
Pre-Petition Lenders’ Claims:	The $3,000,000 in the aggregate secured loan made by Jihe Zhang, Haiping Zou and Lange Feng to the Debtors prior to the commencement of the Chapter 11 cases (such obligations, in the aggregate, as of the date of the filing of the Plan, the “Lenders’ Claims”).
Creditors’ Committee:	The Official Committee of Unsecured Creditors appointed on August 24, 2016 by the United States Trustee for the Middle District of Florida (the “U.S. Trustee”), consisting of (i) TSX Operating Co., LLC; (ii) Dallian Hoffen Biotechnique Co. Ltd., and (iii) B.E. Capital Management Fund LP.

Equity Committee:	The Official Committee of Equity Security Holders appointed on August 24, 2016 by the US Trustee consisting of: (i) Jonathan Heller; (ii) Lawndale Capital Management, LLC, (iii) Ian Jacobs, (iv) ACK Investments, LLC and (v) Frank Gerber.
Supporting Committees	The Creditors Committee and the Equity Committee are hereinafter referred to as the “Supporting Committees.”
DIP Lender:	To Be Determined
General Unsecured Claims:	Any unsecured claim against the Company, that is not an administrative claim, priority tax claim, other priority claim,  professional compensation claim, Lender’s Secured Claim, DIP Lender’s Claim or other secured claim and which is not subject to bona fide dispute (collectively, the “General Unsecured Claims”).
Equity Holders:	Equity interests held in the Company.
Restructuring Transaction:	Subject to the terms of this Term Sheet, which terms shall be embodied in the Plan, a chapter 11 plan will be filed with the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”).

Treatment of Claims and Interests

Administrative, Priority Tax, and Other Priority: Claims: On or as soon as practicable after the effective date of the Plan (which shall be the first date after confirmation of the Plan that all conditions to effectiveness of the Plan shall have been satisfied or waived (the “Effective Date”) or such later date as agreed to by any such holder, each holder of an administrative expense, priority tax¹, other priority claim, and professional compensation claim will receive cash equal to the full amount of its allowed claim, or will otherwise be left unimpaired, unless the holder and the Company otherwise agree to a different treatment.  

__________________

¹ To consider payment over time of 1129(a)(9)(C) claims.

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Lenders’ Claims:

Except to the extent that a holder of an allowed Lender’s Claim shall have agreed in writing to a less favorable treatment, at the option of the Debtors (with the consent of the Supporting Committees, which consent shall not be unreasonably withheld), in full and final satisfaction of such Lenders’ Claim, on or as soon as practicable after the later of (a) the Effective Date and (b) the date when such Lenders’ Claim becomes allowed (i) such holder’s allowed Lenders’ Claim shall be reinstated and unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an allowed Lenders’ Claim to demand or receive payment of such allowed Lenders’ Claim prior to the stated maturity of such allowed Lenders’ Claim from and after the occurrence of a default, or (ii) such holder of an allowed Lenders’ Claim shall receive Cash in an amount equal to such allowed Lenders’ Claim, including any interest on such allowed Lenders’ Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code.  To the extent any security interest relating to the Lenders’ Claim is avoided or any portion of the Lenders’ Claim is determined to be unsecured (the “Lenders’ Unsecured Claim”), the Lenders’ Unsecured Claim shall be separately classified and treated as a general unsecured claim and receive pro rata cash payments contemporaneous with other General Unsecured Claims until such claim is paid in full with interest at the applicable non-default contract rate.

Other Secured Claims

Except to the extent that a holder of an allowed Other Secured Claim shall have agreed in writing to a less favorable treatment, at the option of the Debtors (with the consent of the Supporting Committees, which consent shall not be unreasonably withheld), in full and final satisfaction of such Claim, on or as soon as practicable after the later of (a) the Effective Date and (b) the date when such Other Secured Claim becomes allowed (i) such holder’s allowed Other Secured Claim shall be reinstated and unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an allowed Other Secured Claim to demand or receive payment of such allowed Other Secured Claim prior to the stated maturity of such allowed Other Secured Claim from and after the occurrence of a default, (ii) such holder of an allowed Other Secured Claim shall receive Cash in an amount equal to such allowed Other Secured Claim, including any interest on such allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code or (iii) such holder of an allowed Other Secured Claim shall receive the collateral securing its allowed Other Secured Claim and any interest on such allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code.

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DIP Lender’s Claim	The DIP Lender’s Claim shall be allowed in an amount equal to the sum of all amounts outstanding under the DIP financing agreement as of the Effective Date.  On or as soon as reasonably practicable after the Effective Date, the holder of an allowed DIP Lender’s Claim shall receive payment in full in cash of all debts, claims, liabilities and obligations calculated in accordance with the DIP financing agreement, except to the extent that the holder of DIP  Lender’s Claim agrees to a different treatment.
General Unsecured Claims:	Holders of allowed General Unsecured Claims will receive pro rata cash payments on account of their allowed claims until such claims are paid in full with interest at the federal judgment rate.
Equity Holders:	All Equity Holders in the Company with allowed equity interests (as of the Record Date) will have their stock cancelled and will receive pro rata distributions of Liquidation Trust interests in the Liquidation Trust to be formed in connection with the Plan.2

Plan Implementation

Means of Implementation:	·	The Debtors with the consent of the Supporting Committees shall conduct a process to market and sell: (i) the common shares in RMST or the entire artifact collection held by RMST; and (ii) the operations of PRXI and its subsidiaries with continued licensing rights for existing operations (individually a “Sale Transaction” and collectively the “Complete Sale Transactions”).
	·	The Marketing Process shall be conducted by the financial advisors to the Debtors, Glass Ratner Advisory & Capital LLC and the financial advisors to the Supporting Committees, Lincoln International LLC, and jointly run by them in a commercially reasonable manner consistent with the terms of the Plan Support Agreement.
	·	Within three (3) weeks from the designation of one or more Stalking Horse Bidders3 committed to purchase interests in and/or assets of the Debtors, the Company will file the Complete Sale Plan and Complete Sale Disclosure Statement (providing, among other things, for the consummation of the sale of substantially all of the interests in and assets of the Debtors through the Complete Sale Plan and distributions in accordance with the terms set forth herein.
	·	The Plan will provide for the formation of a Liquidation Trust and all cash or other consideration received from the Complete Sales Transaction, any other residual assets and any causes of action of the bankruptcy estate not settled or resolved under the Plan will be transferred to Liquidation Trust for purposes of distributions to creditors and equity holders. Equity holders will not be entitled to payment on account of their liquidation trust interests until all creditor claims have been paid in full or fully reserved for in accordance with disputed claims reserve provisions to be provided for under the Plan.
	·	The Debtors and the Supporting Committees shall agree on the appointment of a Liquidation Trustee, the form of the Liquidation Trust Agreement and the composition and role of a Liquidation Trust Advisory Committee.

__________________

² Equity interests held by AEG in PEM shall be separately classified and entitled to ten percent of any proceeds received from any sale of PEM after payment in full of all creditor claims and intercompany claims held against PEM.

³ Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan Support Agreement.

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Limited Consolidation:	Solely for purposes of voting on, confirmation of, and distributions to be made to holders of allowed claims and interests under the Plan, it is a condition precedent to confirmation of the Plan that the Confirmation Order provide for the limited consolidation of the estates of the Debtors into a single estate for purposes of the Plan, the confirmation thereof and distributions thereunder.  Creditors holding claims against one or more Debtors based on the same liability shall be entitled to only a single satisfaction under the Plan.
Intercompany Claims:	All of the Company’s intercompany claims will be paid, adjusted or discharged to the extent reasonably determined to be appropriate by the Company in consultation with the Supporting Committees.
Fees and Expenses	The Company shall be obligated to pay in full in cash all of the  Debtors’, the Creditors Committee’s, the Equity Committee’s and the DIP Lenders’ reasonable fees and expenses incurred after the Petition Date through the Effective Date as approved by the Bankruptcy Court.
Objections to Claims and Equity Interests:	Prior to the Effective Date, the Debtors shall have the right and authority to file, settle, compromise, withdraw, or litigate to judgment any objections to claims or interests.  From and after the Effective Date, the Liquidation Trustee shall have the right to object to any and all claims and interests and commence any proceedings relating to the allowance of claims and interests.

28

Retention of Causes of Action:	In accordance with section 1123(b)(3) of the Bankruptcy Code, all causes of action and litigation rights (the “Litigation Rights”) of the Debtors not otherwise settled or released under the plan shall be transferred to the Liquidation Trust for purposes of resolution or liquidation, and nothing contained in the Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any such Litigation Rights. The Liquidation Trustee may (but is not required to) enforce all Litigation Rights and all other similar claims arising under applicable state laws, including fraudulent transfer claims, if any, and all other causes of action of a trustee and debtor-in-possession under the Bankruptcy Code.
Supporting Committees Existence	The  Creditors Committee and the Equity Committee will continue in existence until the Effective Date of the Plan.
Preservation of Insurance	Any discharge or release provisions of the Plan shall not diminish or impair the enforceability of any of the Debtors’ insurance policies, including any that may cover Claims against the Debtors or the Reorganized Debtors, and their current and former officers and directors, or any other person or entity.
Plan Filing Date	The Plan and accompanying Disclosure Statement shall be filed with the Bankruptcy Court no later than three weeks after the designation of one or more Stalking Horse Bidders in connection with the Complete Sale Transactions.
Conditions to Plan Confirmation:	The Plan and related documentation, including related motions and orders, exhibits, and the Disclosure Statement, shall be in form and substance reasonably acceptable to the Debtors and the Supporting Committees, and in conformity with all terms and conditions set forth in this Term Sheet and the Plan Support Agreement.

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Conditions to the Effective Date: The Confirmation Order shall be in form and substance reasonably acceptable to the Company and the Supporting Committees and it shall contain provisions, among others:   Exculpating the Debtors, DIP Lender, the Supporting Committees and the respective professionals of each pursuant to section 1125(e) of the Bankruptcy Code.   The Debtors’ current officers and directors and the Supporting Committees shall be released from any and all claims in connection with the Company’s bankruptcy case in a form to be agreed to by the Debtors and the Supporting Committees.   The DIP Lender shall be released from any and all claims in connection with the Company’s bankruptcy case in a form to be agreed to by the Debtors, the DIP Lender and the Supporting Committees.   Exculpation and releases for directors and officers of the Company in a form to be agreed to by the Debtors and the Supporting Committees, and to the extent no agreement is reached by the Plan effective date no release shall be provided.   Appropriate plan injunction provisions channeling all claims against and interests in the Debtors to the Liquidation Trust.   Closing of a Sales Transaction consistent with the terms of the Plan Support Agreement.   Entry of an order of the United States District Court for the Eastern District of Virginia approving any sale of the common shares of RMST or the artifact collection of RMST over which the court has jurisdiction.   Confirmation Order to rule on tax treatment of sale – tax basis for artifacts and taxable gain on sale to be findings in confirmation order to the extent permitted by law.   Confirmation Order to contain reservation of jurisdiction for 363 sale post effective date for conclusion of sale process by Liquidation Trustee.  

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Post-Confirmation Pre-Effective Date Management:	·	The board of directors and officers of Debtors shall have the same membership or composition that currently exists. The identity of the officers of each of the Debtors, and their respective titles and roles with the applicable Debtor, will also remain the same.
Continuation of Injunctions and Stays:	·	All injunctions or stays provided for in the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.
Employee Retention Plan	·	To be discussed
General Info/Aspects:	·	The Company shall continue to:
		cooperate with the DIP Lenders and the Supporting Committees to refine the Plan and other documentation;
		provide financial and business information about itself to the DIP Lenders and the Supporting Committees;
		respond in a timely manner to inquiries from the DIP Lenders and the Supporting Committees; and
		cooperate with any diligence requests with potential purchasers.
	·	All documents relating to the transactions described herein shall be reasonably acceptable to the Company and the Supporting Committees.

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EX-10.2

Exhibit 10.2

SENIOR SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT

This SENIOR SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT (this “Agreement”) is dated as of May 18, 2017, and is by and among: (i) RMS Titanic Inc., Premier Exhibitions, Inc., Premier Exhibitions Management, LLC, Arts and Exhibitions International, LLC, Premier Exhibitions International, LLC, Premier Exhibitions NYC, Inc., Premier Merchandising, LLC, and Dinosaurs Unearthed Corp., debtors-in-possession under the Bankruptcy Code (“Borrowers”); and (ii) Bay Point Capital Partners LP, as lender (the “DIP Lender”).

W I T N E S S E T H:

WHEREAS, on June 14, 2016 (the “Petition Date”), Borrowers filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Bankruptcy Code”) in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”);

WHEREAS, Borrowers are continuing in the possession of their assets and in the management of their businesses as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;

WHEREAS, Borrowers have requested the DIP Lender to provide a multi-draw term loan credit facility (the “DIP Facility”) to Borrowers in an aggregate principal amount of Five Million Dollars ($5,000,000) for the purposes described herein;

WHEREAS, to provide security for the repayment of the loans made available pursuant hereto and payment of the other obligations of the Borrowers hereunder, Borrowers have agreed to provide the DIP Lender, in each case, with Liens on the DIP Collateral (as defined below); and

WHEREAS, the DIP Lender is willing to make the requested DIP Facility available only upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, Borrowers and the DIP Lender agree as follows:

1.       Definitions. The terms listed below shall be defined as follows:

“$” “USD” and “dollars” denotes the lawful currency of the United States of America.

“Approved Budget” shall have the meaning set forth in Section 8(a) hereof.

“Authorized Agent” shall mean Jerome S. Henshall, Chief Financial Officer of Premier Exhibitions, Inc., or such other person designated by the Borrowers upon written notice to the Lender.

“Availability Period” shall mean the period from the Closing Date to, but excluding, the Maturity Date.

“Banking Day” shall mean any day that is not a Saturday, Sunday, or other day on which nationally chartered banks are authorized or required by Law to remain closed.

“Bankruptcy Code” shall have the meaning set forth in the recitals.

“Bankruptcy Court” shall have the meaning set forth in the recitals.

“Borrowers” shall have the meaning set forth in the recitals. When used herein, Borrowers refers collectively to the Borrowers and individually to any of the Borrowers identified in the recitals, as appropriate.

“Borrowing Request” shall mean a Borrowing Request in the form attached hereto as Exhibit A, or such other form acceptable to the DIP Lender.

“Budget” shall mean the Initial Approved Budget and each subsequent Approved Budget.

“Carve-Out” shall mean, exclusive of the Carve-Out Exclusions, an amount equal to the sum of the following: (a) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. § 1930(a) plus interest pursuant to 31 U.S.C. § 3717; (b) fees and disbursements incurred by a chapter 7 trustee (if any) under section 726(b) of the Bankruptcy Code in an amount not to exceed $150,000; (c) accrued but unpaid fees and expenses of professionals retained by Borrowers or by the official committee of unsecured creditors (the “Creditors Committee”) or the official committee of equity security holders (the “Equity Committee”) appointed in the Chapter 11 Cases (collectively, the “Committees”), incurred prior to an Event of Default (as defined below); (d) after the occurrence and during the continuation of an Event of Default, allowed and unpaid professional fees and expenses incurred by (i) Borrowers, in an amount not to exceed $150,000, (ii) the Committees in an amount not to exceed $150,000 in the aggregate to be allocated evenly between the Committees, with $75,000 being allocated to each of the Committees, provided, however, that any amount hereby allocated to one of the Committees but not utilized by that committee at the time of final fee applications and final award of fees may be reallocated to the other committee (the amounts in clauses (i) and (ii) collectively the “Professional Fee Cap”) but in no event shall the total paid to the Committees under the Professional Fee Cap exceed $150,000 in the aggregate; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Carve-Out shall not be reduced by the payment of fees and expenses allowed by the Bankruptcy Court under sections 328, 330, and 331 of the Bankruptcy Code (including, for the avoidance of doubt, fees and expenses incurred prior to an Event of Default that were allowable when incurred and allowed by the Bankruptcy Court after the occurrence and continuance of such Event of Default); provided, however, that any payments of the allowed professional fees incurred after an Event of Default shall reduce the amount of the Carve-Out by the amount of any such payment.

2 

“Carve Out Exclusions” shall mean fees or expenses incurred by any party, including Borrowers, Committees, or any professional, in connection with (1) the investigation, initiation, or prosecution of any claims (including for the avoidance of liens or security interests) against the DIP Lender under the DIP Facility, or preventing, hindering, or delaying the assertion of enforcement of any Lien, claim, right or security interest or realization upon any DIP Collateral by the DIP Lender, (2) a request to use cash collateral (as such term is defined in section 363 of the Bankruptcy Code) without the prior consent of the DIP Lender, (3) a request, without the prior consent of the DIP Lender, for authorization to obtain debtor-in-possession financing or other financial accommodations pursuant to section 364(c) or (d) of the Bankruptcy Code that does not indefeasibly repay in full in cash the obligations under the DIP Facility on terms and conditions acceptable to the DIP Lender, or (4) any act which has the effect of materially or adversely modifying or compromising the rights and remedies of the DIP Lender as set forth in the DIP Loan Documents (as defined below), the DIP Financing Orders, or which results in the occurrence of an Event of Default (as defined below), unless otherwise agreed by the DIP Lender.

“Chapter 11 Case” shall mean the main case in which the cases filed under Chapter 11 of the Bankruptcy Code by Borrowers in their capacity as debtors and debtors-in-possession in the Bankruptcy Court are being jointly administered.

“Closing Date” shall mean the first business day following the satisfaction of Conditions to Effectiveness as set forth in Section 4 hereof and the advance of funds by DIP Lender.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commitment” shall have the meaning set forth in Section 2(a) hereof.

“Commitment Fee” shall have the meaning set forth in Section 3(c) hereof.

“Default” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Default Rate” shall mean, for any Loan, a fixed rate per annum equal to 18.0%.

“DIP Collateral” shall mean all property and all other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of, any of Borrowers (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from, any of Borrowers, and regardless of where located, including, without limitation: (a) cash and cash equivalents; (b) all funds in any account of any of the Borrowers; (c) all accounts and other receivables; (d) contract rights; (e) instruments, documents and chattel paper; (f) securities (whether or not marketable), including but not limited to equity interests in RMS Titanic Inc.; (g) equipment, inventory, fixtures, and artifacts; (h) real property and interests in real property; (i) leaseholds and interests in leaseholds; (j) franchise rights; (k) patents, tradenames, trademarks, copyrights, and all other intellectual property; (l) general intangibles; (m) capital stock; (n) investment property; (o) supporting obligations; (p) letter of credit rights; (q) all commercial tort claims and all other claims and causes of action; (r) the proceeds of all claims or causes of action; and (s) to the extent not covered by the foregoing, all other assets or property of any of Borrowers, whether tangible, intangible, real, personal or mixed, and all proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Borrowers from time to time with respect to any of the foregoing, but excluding the DIP Collateral Exclusions.

3 

“DIP Collateral Exclusions” shall mean avoidance actions under Chapter 5 of the Bankruptcy Code and the Titanic Assets (defined below).

“DIP Facility” shall have the meaning set forth in the recitals.

“DIP Financing Orders” shall mean the Interim Order, if any, and the Final Order, as may be applicable.

“DIP Lender Carve-Out” shall mean on any date an amount equal to the aggregate Carve-Out on such date.

“DIP Loan Documents” shall mean this Agreement, the DIP Financing Orders, and any other documents, instruments, or agreements delivered as security or collateral for, or a guaranty of, the Loans, or in connection with, or as support for, any of the foregoing, whether by any of the Borrowers or a Third Party, and any updates or renewals thereof.

“Event of Default” shall have the meaning set forth in Section 9 hereof.

“Excluded Taxes” shall mean (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed by the United States of America or the jurisdiction where the DIP Lender’s applicable lending office is located, (ii) U.S. Federal withholding Taxes imposed on amounts payable hereunder pursuant to the Law in effect as of the date of this Agreement, and (iii) U.S. Federal withholding Taxes imposed under FATCA.

“Existing Lenders” shall mean Lange Feng, Jihe Zhang, and Haiping Zou and their predecessors, successors, and assigns.

“FATCA” shall mean Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version of such sections that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Final Order” shall mean a final, non-appealable order of the Bankruptcy Court approving the DIP Facility, in form and substance satisfactory to the DIP Lender in its sole discretion.

“Indemnified Taxes” shall mean (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrowers under this Agreement or any other DIP Loan Document, and (ii) without duplication of any Taxes covered in subclause (i) of this definition, Other Taxes.

4 

“Initial Approved Budget” shall mean the Budget attached hereto as Exhibit B.

“Initial Availability Period” shall mean the period of time between entry of the Interim Order and the Final Order.

“Interim Order” shall mean an interim order of the Bankruptcy Court approving the DIP Facility and entered in the Chapter 11 Case, in form and substance satisfactory to the DIP Lender in its sole discretion.

“Law” shall mean any international, foreign, Federal, state or local statute, treaty, rule, guideline, regulation, ordinance, code, or administrative or judicial precedent or authority, including the interpretation or administration thereof by any governmental authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case whether or not having the force of law.

“Lien” shall mean, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, lien (statutory or other), or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable Laws of any jurisdiction).

“Loans” shall have the meaning set forth in Section 2(a) hereof.

“Main Office” shall mean the main office of the DIP Lender, currently located at 3050 Peachtree Rd., Suite 2, Atlanta, GA 30305, or such other location as the DIP Lender may designate as its main office.

“Material Adverse Effect” shall mean, with respect to any material event, act, condition, or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, resulting in a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, liabilities or prospects of anyBorrower taken as a whole (other than the commencement of the Chapter 11 Case and the continuation of the Chapter 11 Case), (ii) the ability of Borrowers to perform any of their respective obligations under the DIP Loan Documents, (iii) the rights and remedies of the DIP Lender under any of the DIP Loan Documents, (iv) the legality, validity or enforceability of any of the DIP Loan Documents and the DIP Financing Orders, (v) the value of the DIP Collateral, or (vi) the perfection or priority of the Liens granted pursuant to the DIP Loan Documents or the DIP Financing Orders.

“Maturity Date” shall mean the earliest of (i) one year from the entry of the Interim Order or, if no Interim Order is entered, the Final Order, (ii) 35 days after entry of the Interim Order, if any, unless the Final Order has been entered, (iii) the substantial consummation (as defined in section 1101 of the Bankruptcy Code and which for purposes hereof shall be no later than the “effective date”) of one or more plans of reorganization filed in the Chapter 11 Case that is confirmed pursuant to an order entered by the Bankruptcy Court for the Borrowers in the Chapter 11 Cases; (iv) the closing of a sale of all or substantially all of the assets of Borrowers, and (v) the date of the acceleration of the Loans and/or the termination of the Commitment pursuant to Section 9.

5 

“Obligations” shall mean all amounts owing by Borrowers to the DIP Lender pursuant to or in connection with this Agreement or any other DIP Loan Document including, without limitation, all principal, interest, fees, expenses, indemnification, and reimbursement payments, costs, and expenses (including all reasonable fees and expenses of counsel to the DIP Lender incurred pursuant to this Agreement or any other DIP Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder.

“Other Taxes” shall mean, collectively, all present or future stamp, court, or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement, or registration of, from the receipt of security interests in, or otherwise with respect to this Agreement or any other DIP Loan Document.

“Permitted Variance” shall mean (i) any favorable variance, (ii) an unfavorable variance of not more than 15% with respect to (A) any disbursement line item or (B) the aggregate cash receipts, and (iii) an unfavorable variance of not more than 10% with respect to combined aggregate receipts and disbursements; provided, however, that it shall also be a Permitted Variance if there is an unfavorable variance of any amount with respect to aggregate receipts or combined aggregate receipts and disbursements for a monthly Testing Period as long as any unfavorable variance is not more than the 15% and 10% variance threshold described above for the respective cumulative Testing Period.

“Requirements of Law” shall mean, as to Borrowers, the articles or certificate of incorporation and by-laws or other organizational or governing documents of each of the Borrowers, and each federal, state, local and foreign law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon Borrowers or any of their property or to which Borrowers or any of their property is subject.

“Superpriority DIP Claims” shall mean all of the claims of the DIP Lender on account of the Obligations, which claims shall be entitled to the benefits of Sections 364(c)(1) and 364(d) of the Bankruptcy Code, having a superpriority over any and all administrative expenses of the kind that are specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114, or any other provisions of the Bankruptcy Code, subject to the DIP Lender Carve Out.

“Tax” or “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholding (including backup withholding), assessments, fees, value added tax or any other goods, services, use or sales tax, or other charges imposed by any governmental authority, including, without limitation, any interest, additions to tax, or penalties applicable thereto.

“Testing Period” shall have the meaning set forth in Section 8(i) hereof.

6 

“Third Party” shall mean any party liable with respect to, or otherwise granting support for, this Agreement, whether by guaranty, subordination, grant of security or otherwise.

“Titanic Assets” shall mean (a) the Titanic Collections, as defined in the Revised Covenants and Conditions set forth in the 2010 Opinion of the United States District Court for the Eastern District of Virginia (the “2010 Opinion”), and related supporting documentation and intellectual property owned by RMS Titanic, Inc., and (b) the Titanic Reserve Account. The Titanic Assets do not include proceeds of the Titanic Assets or revenues, contracts, and agreements arising out of the Titanic Assets, all of which shall constitute DIP Collateral, except with respect to any such proceeds, revenues, contracts, and agreements received or entered into in violation of any covenants and conditions relating to the Titanic Assets.

“Titanic Reserve Account” means that certain trust reserve account established by RMS Titanic, Inc. pursuant to Article V, Section D of the Revised Covenants and Conditions set forth in the 2010 Opinion.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of Georgia; provided that if by reason of mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the DIP Lender in any DIP Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than Georgia, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Variance Report” shall have the meaning set forth in Section 8(a) hereof.

Unless otherwise defined herein or the context otherwise requires, any uncapitalized terms used herein which are defined in the UCC, have the respective meanings provided in the UCC including, without limitation: (i) as-extracted collateral; (ii) certificated security; (iii) chattel paper; (iv) documents; (v) electronic chattel paper; (vi) financial assets; (vii) goods, (viii) instruments; (ix) inventory; (x) investment property; (xi) payment intangibles; (xii) proceeds; (xiii) securities account; (xiv) securities intermediary; (xv) security; (xvi) security certificate; (xvii) security entitlements; and (xviii) uncertificated security.

2. Borrowings, Conversions, Renewals and Payments.

(a)        Subject to the terms and conditions set forth herein (including the conditions to borrowing set forth in Sections 4 and 5 hereof), the DIP Lender agrees to make multi-draw term loans (“Loans”) to Borrowers, from time to time during the Availability Period, in an aggregate principal amount outstanding of $5,000,000 (the “Commitment”); provided, however, that the aggregate amount of Loans to Borrowers during the Initial Availability Period shall not exceed $1,000,000. During the Availability Period, Borrowers shall be entitled to borrow and prepay Loans in accordance with the terms and conditions of this Agreement; provided, however, that (i) Borrowers may not borrow any amounts hereunder should there exist an Event of Default; and (ii) Borrowers may not re-borrow Loans that have been repaid or otherwise paid.

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(b)       The Authorized Agent, on behalf of Borrowers, shall give the DIP Lender irrevocable notice of each borrowing by delivering a Borrowing Request by 12:00 noon Atlanta, Georgia, time not less than two (2) Banking Days prior to the date of each requested borrowing of a Loan; provided, however, that (i) no Loan shall be in an amount less than $25,000, (ii) Borrowers shall not be permitted to deliver a Borrowing Request more frequently than once per calendar week, and (iii) Borrowers shall not be permitted to request Loans (and DIP Lender shall not be required to fund Loans) in excess of Borrowers’ cash needs for the four (4) calendar weeks immediately following the date of the Borrowing Request (as set forth in an Approved Budget, subject to any Permitted Variance).

(c)       Borrowers hereby promise to pay to the order of the DIP Lender at its Main Office the principal amount of all outstanding Loans on the Maturity Date, plus all accrued interest, fees and other Obligations then outstanding.

(d)       Borrowers shall have the right to make prepayments of principal at any time or from time to time, provided that: (i) Borrowers shall give the DIP Lender irrevocable notice of each prepayment by 12:00 noon Atlanta, Georgia, time on the date of prepayment of a Loan; (ii) all prepayments of Loans shall be in a minimum amount equal to the lesser of $25,000 or the unpaid principal amount of this Agreement; and (iii) in the event that Borrowers should repay the DIP Facility prior to the Maturity Date, Lender will be due all interest and fees based on amounts actually drawn on the DIP Facility as if the DIP Facility had been repaid on the Maturity Date.

(e)       Borrowers may extend the Maturity Date for a period of one additional year, provided that Borrowers have not committed an Event of Default. Borrowers shall request the foregoing extension at least thirty (30) days before the Maturity Date by sending a Notice to the DIP Lender informing the DIP Lender of the exercise of this extension option. Borrowers shall pay an extension fee equal to 1.5% of the outstanding balance due under the DIP Facility as of the date of the aforementioned Notice.

3.       Interest and Fees.

(a)       Borrowers promise to pay interest on the unpaid balance of the principal amount of each Loan for the period commencing with the date such Loan was made and ending on the Maturity Date at a fixed rate equal to 13.00% per annum, quarterly, with payments being due on April 1, July 1, October 1, and January 1 of each respective year. After the occurrence of an Event of Default, all outstanding principal shall bear interest from and including the date of such Event of Default until paid in full at a rate per annum equal to the Default Rate, such interest to be payable quarterly with payments being due on April 1, July 1, October 1, and January 1 of each respective year, unless the Loans are declared accelerated and due, as provided for herein. Interest shall be calculated on the basis of a year of 360 days for the actual number of days elapsed.

(b)       All payments hereunder shall be made in lawful money of the United States and in immediately available funds. Any extension of time for the payment of the principal of this Agreement resulting from the due date falling on a non-Banking Day shall be included in the computation of interest. The date, amount, and the interest rate with respect to each Loan evidenced hereby and all payments of principal thereof shall be recorded by the DIP Lender on its books and, at the discretion of the DIP Lender prior to any transfer of this Agreement at any other time, may be endorsed by the DIP Lender on a schedule. Any such endorsement shall be conclusive absent manifest error. Borrowers waive presentment, notice of dishonor, protest, and any other notice or formality with respect to this Agreement.

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(c)       Borrowers agree to pay to the DIP Lender a commitment fee (the “Commitment Fee”) in an amount equal to 1% of the Commitment. The Commitment Fee shall be fully-earned and paid on the Closing Date, in cash.

4.       Conditions to Effectiveness. The obligation of the DIP Lender to make Loans shall not become effective until the date on which each of the following conditions is satisfied (or waived in sole and absolute discretion of the DIP Lender):

(a)       The DIP Lender (or its counsel) shall have received the following:

(i)        a counterpart of this Agreement signed by each of the Borrowers;

(ii)       copies of duly executed resolutions, in form and substance satisfactory to the DIP Lender in its reasonable discretion, of the board of directors (or similar governing body) of each of the Borrowers authorizing the execution, delivery, and performance of the DIP Loan Documents to which it is a party; and

(iii)       a duly executed Borrowing Request with respect to any Loan made on the Closing Date.

(b)       All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the DIP Lender, in its reasonable discretion.

(c)       All motions and other documents to be filed with and submitted to the Bankruptcy Court related to the DIP Facility and the approval thereof shall be in form and substance satisfactory to the DIP Lender in its reasonable discretion.

(d)       The Bankruptcy Court shall have entered the Interim Order or the Final Order, in form and substance satisfactory to the DIP Lender in its sole discretion.

(e)       The DIP Lender shall have a valid and perfected, first priority Lien on and security interest in the DIP Collateral on the basis and with the priority set forth in the Interim Order or Final Order, and such Lien of the DIP Lender shall be senior to all other Liens except as otherwise provided in any DIP Financing Order and Section 11 of this Agreement.

5.       Conditions to All Credit Extensions. The obligation of the DIP Lender to make a Loan on the occasion of any borrowing is subject to the satisfaction of each of the conditions set forth in Section 4 on the date of such Loan (other than those conditions expressly required to be satisfied on the Closing Date) and the following additional conditions:

(a)       Borrowers shall have delivered to the DIP Lender an appropriate Borrowing Request, duly executed and completed, by the time specified in, and otherwise as permitted by, this Agreement.

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(b)       The representations and warranties made by Borrowers herein shall be true and correct in all material respects at and as if made as of such date (in each case immediately prior to, and after giving effect to, the funding of any Loans) except to the extent they expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects on and as of such earlier date.

(c)       No Default or Event of Default shall exist or be continuing either prior to or after giving effect to the making of such Loan.

(d)       The making of such Loan (and the use of the proceeds therefrom) shall not violate any Law and shall not be enjoined, temporarily, preliminarily or permanently.

(e)       No Material Adverse Effect shall have occurred.

(f)       The making of such Loan complies with the Budget, in all respects, or has otherwise been approved in writing by the DIP Lender.

(g)       With respect to any Loans made after the Closing Date, the DIP Financing Orders shall have been entered approving the DIP Facility, in form and substance satisfactory to the DIP Lender in its sole discretion, which DIP Financing Orders shall be in full force and effect and shall not have been reversed, vacated, or stayed, and shall not have been amended, supplemented, or otherwise modified without the prior written consent of the DIP Lender.

(h)       There shall not exist any Law, ruling, judgment, order, injunction, or other restraint that, in the sole judgment of the DIP Lender, prohibits, restricts or imposes a materially adverse condition on Borrowers, the DIP Facility, or the exercise by the DIP Lender of its rights as a secured party with respect to the DIP Collateral. For the avoidance of doubt, the Revised Covenants and Conditions included in the 2010 Opinion shall not be considered such a restraint.

(i)       Any borrowing hereunder shall be limited to the amount that is required to fund disbursements permitted under the Budget or otherwise available for use by Borrowers.

The delivery of each Borrowing Request shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b) through (i) above.

6.       Indemnified Taxes. Borrowers agree that all payments made pursuant to or on account of this Agreement or any of the DIP Loan Documents shall be made by Borrowers free and clear and without deduction or withholding for any Tax, except as required by applicable Law. If any applicable Law requires the deduction of or withholding of any Tax from any such payment, then Borrowers shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by Borrowers pursuant to or on account of this Agreement or any DIP Loan Documents shall be increased as necessary so that after such deduction or withholding has been made (including any such deduction or withholding that may be applicable to additional sums payable under this Section) the DIP Lender shall receive an amount equal to the amount it would have received had no such deduction or withholding been made. Borrowers shall provide to the DIP Lender evidence of such payment made to the relevant governmental authority within thirty (30) days thereof and shall also provide to the DIP Lender any official tax receipt or other documentation issued by the appropriate governmental authorities with respect to the payment of Indemnified Taxes. Borrowers hereby agree that they shall indemnify and reimburse the DIP Lender, on demand, for any loss, liability, or expense incurred by the DIP Lender as a result of any failure by Borrowers to pay Indemnified Taxes as and when due, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant governmental authority. Borrowers shall timely pay to the relevant governmental authority or, at the option of the DIP Lender, reimburse it for Other Taxes.

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7.       Representations. Borrowers represent and warrant that to the best of their knowledge:

(a)       Upon approval of the Bankruptcy Court, the DIP Loan Documents constitute the legal, valid, and binding obligations of Borrowers, enforceable against Borrowers in accordance with their terms.

(b)       Upon approval of the Bankruptcy Court, the execution, delivery, and performance by Borrowers of the DIP Loan Documents and all other documents contemplated hereby or thereby, and the use of the proceeds of any of the Loans, do not and will not, except with regard to the liens of the Existing Lenders: (i) conflict with or constitute a breach of, or default under, or require any consent under, or result in the creation of any Lien, charge, or encumbrance upon the property or assets of Borrowers pursuant to any other agreement or instrument (other than any pledge of or security interest granted in any DIP Collateral pursuant to any DIP Loan Document) to which Borrowers are a party or are bound or by which their properties may be bound or affected; or (ii) violate any provision of any Law (including, without limitation, Regulation U of the Federal Reserve Board), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrowers.

(c)       Upon entry of the Interim Order (with respect to the interim borrowings), if any, and upon entry of the Final Order, no consent, approval, or authorization of, or registration, declaration, or filing with, any governmental authority or other person or entity is required as a condition to or in connection with the due and valid execution, delivery and performance by Borrowers of any DIP Loan Document. For the avoidance of doubt, DIP Lender acknowledges the consent of the United States District Court for the Eastern District of Virginia is not required as a condition to or in connection with the foregoing.

(d)       Except for the Chapter 11 Case, and except for any other litigation identified to DIP Lender in writing, there are no actions, suits, investigations, or proceedings pending or threatened at law, in equity, in arbitration or by or before any other authority involving or affecting: (i) Borrowers that, if adversely determined, are likely to have a Material Adverse Effect; (ii) any material part of the assets or properties of Borrowers or any part of the DIP Collateral (if any) under any DIP Loan Document; or (iii) any of the transactions contemplated in the DIP Loan Documents. There are currently no material judgments entered against Borrowers, and Borrowers are not in default with respect to any judgment, writ, injunction, order, decree or consent of any court or other judicial authority, which default is likely to have or has had a Material Adverse Effect.

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(e)       Borrowers are in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

(f)       This Agreement, taken together with the Interim Order, if any, and/or the Final Order, is effective to create in favor of the DIP Lender legal, valid, enforceable, and continuing first priority Liens on, and security interests in, the DIP Collateral pledged hereunder or thereunder, in each case subject to no Liens other than with respect to Liens permitted under the DIP Financing Orders. Pursuant to the terms of the DIP Financing Orders, no filing or other action will be necessary to perfect or protect such Liens. Pursuant to and to the extent provided in the Interim Order , if any,and the Final Order, the Obligations of Borrowers under this Agreement will constitute allowed administrative expense claims in the Chapter 11 Case under Sections 364(c) and 364(d) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person, subject to the Carve-Out.

(g)       Borrowers are in compliance with the terms and conditions of the DIP Financing Orders. Each of the Interim Order (to the extent necessary, with respect to the period prior to the entry of the Final Order) and the Final Order (from after the date the Final Order is entered) is in full force and effect and has not been vacated, reversed, or rescinded or, without the prior written consent of the DIP Lender, in its sole discretion, amended or modified and no appeal of such order has been timely filed or, if timely filed, no stay pending such appeal is currently effective.

(h)       The proceeds from the DIP Facility will be used only to: (a) pay transaction costs, fees, and expenses that are incurred in connection with the DIP Facility; (b) for working capital and general corporate purposes of Borrowers; and (c) for payment of Chapter 11 administrative costs including professional fees, in each case in accordance with the then-current Budget.

(i)       A true and complete copy of the Initial Approved Budget, as agreed to with the DIP Lender as of the Closing Date, is attached as Exhibit B hereto.

Each borrowing request by Borrowers under this Agreement shall constitute a representation and warranty that the statements above are materially true and correct both on the date of such request and on the date of the borrowing. Each borrowing request shall also constitute a representation that no Default or Event of Default under this Agreement has occurred and is continuing or would result from such borrowing.

8.       Covenants. Borrowers agree that so long as the DIP Lender has any Commitment hereunder or any Obligation or other amount payable hereunder or under any DIP Loan Document (in each case other than contingent indemnification obligations) remains unpaid:

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(a)       Borrowers shall provide to the DIP Lender: (i) monthly combined unaudited financial statements of the Borrowers within twenty-five (25) days of month-end, certified by the Authorized Agent; (ii) monthly bank statements for each of the Borrowers within ten (10) days from the end of each respective month; (iii) quarterly combined unaudited financial statements of Borrowers within forty-five (45) days of fiscal quarter-end, certified by the Authorized Agent; (iv) every six (6) weeks after the Closing Date, an updated three (3) month cash flow forecast, in each case, in form and substance satisfactory to the DIP Lender in its reasonable discretion (each such forecast approved by the DIP Lender, in accordance with the provisions hereof, an “Approved Budget”) for the subsequent three (3) month period, consistent with the form of the Initial Approved Budget; (v) beginning on the twenty-fifth day of the month following the Closing Date and on the twenty-fifth day of the month for each month thereafter, a variance report (the “Variance Report”) setting forth actual cash receipts and disbursements of Borrowers for the prior week and setting forth all the variances, on a line-item and aggregate basis, from the amount set forth for such month as compared to the Initial Approved Budget or the most recently Approved Budget delivered prior to such Variance Report (as applicable) on a monthly and cumulative basis, and each such Variance Report shall include explanations for all material variances and shall be certified by the Authorized Agent of Borrowers; provided, however, that DIP Lender shall not have the right, as part of its process of approving each Budget, to modify any line item in the Budget that represents the professional fees of the Committees. The DIP Lender and the Committees shall have ten (10) days from the date of receipt of the Debtor’s cash-flow forecast to object to the forecast by providing written notice to Borrowers specifying the objection; if no objection is made within ten (10) days, then the three (3) month cash flow forecast shall become an Approved Budget without further notice. Borrowers will promptly provide notice to the DIP Lender of any Material Adverse Effect, and shall have thirty (30) days from the date of such notice to cure the same. If Borrowers fail to provide notice of a Material Adverse Effect to the DIP Lender, then Borrowers shall have fifteen (15) days to cure the same after being notified by the DIP Lender.

(b)        Borrowers will provide to the DIP Lender such other reports and information as may be reasonably requested by the DIP Lender. In addition, Borrowers will use their reasonable efforts to cause their accountants, financial advisors, consultants, and parties providing management services to Borrowers to cooperate, consult with, and provide to the DIP Lender all such information as may be reasonably requested with respect to the businesses, results of operations, and financial condition of Borrowers.

(c)       Borrowers will execute any and all further documents, financing statements, agreements, and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable Law, or which the DIP Lender may reasonably request, to effectuate the transactions contemplated by this Agreement and the other DIP Loan Documents or to grant, preserve, protect, or perfect the Liens created by this Agreement, the DIP Financing Orders, or other DIP Loan Documents or the validity or priority of any such Lien, all at the expense of Borrowers.

(d)        Except for and to the extent permitted under the DIP Financing Orders and except for the Existing Lenders’ Liens, Borrowers will not, directly or indirectly, incur, create, assume, suffer to exist, or permit any administrative expense claim or Lien that is pari passu with or senior to the claims or Liens, as the case may be, of the DIP Lender against Borrowers hereunder or under the DIP Financing Orders, or apply to the Bankruptcy Court for authority to do so.

(e)        Borrowers will not, directly or indirectly (i) seek, support, consent to, or suffer to exist any modification, stay, vacation, or amendment of the Interim Order, if any, or the Final Order except for any modifications and amendments agreed to in writing by the DIP Lender, (ii) apply to the Bankruptcy Court for authority to take any action prohibited by this Agreement (except to the extent such application and the taking of such action is conditioned upon receiving the written consent of the DIP Lender) or (iii) seek authorization for, or permit the existence of, any claims other than that of the DIP Lender entitled to a superpriority under Sections 364(c)(1) and 364(d) of the Bankruptcy Code that is senior or pari passu with the DIP Lender’s Sections 364(c)(1) and 364(d) claim, other than the DIP Lender Carve-Out.

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(f)        Borrowers shall not make or commit to make payments to critical vendors (other than those critical vendors that are approved in writing by the DIP Lender) in respect of prepetition amounts in excess of the amount included in the Budget.

(g)        Except as otherwise provided herein or approved by the DIP Lender, Borrowers will not, and will not permit any subsidiary to, directly or indirectly (i) use any cash or the proceeds of any Loans in a manner or for a purpose other than those consistent with this Agreement, the DIP Financing Orders, and the Budget, (ii) permit a disbursement that would cause any Budget variance that would not otherwise constitute a Permitted Variance, without the prior written consent of the DIP Lender or (iii) make any payment (as adequate protection or otherwise) on account of any claim or debt arising prior to the Petition Date other than payments authorized by the Bankruptcy Court and in compliance with an Approved Budget.

(h)        No DIP Collateral or proceeds of Loans may be used directly or indirectly by Borrowers, any committee, any trustee, or other estate representative appointed in the Chapter 11 Case (or any successor case) or any other person or entity (or to pay any professional fees, disbursements, costs or expenses incurred in connection therewith):

(i)       to seek authorization to obtain Liens that are senior to, or on a parity with, the Liens in favor of the DIP Lender or the Superpriority DIP Claims (except to the extent expressly set forth in this Agreement); or

(ii)       to prepare, assert, join, commence, support, or prosecute any action for any claim, counter-claim, action, proceeding, application, motion, objection, defense, or other contested matter seeking any order, judgment, determination, or similar relief against, or adverse to the interests of the DIP Lender, solely in its capacity as DIP Lender, its controlling persons, affiliates, or successors or assigns, and each of the respective officers, directors, employees, agents, attorneys, or advisors of each of the foregoing, with respect to any transaction, occurrence, omission, action or other matter (including formal discovery proceedings in anticipation thereof), including, without limitation, (A) any claims or causes of action arising under chapter 5 of the Bankruptcy Code, (B) any so-called “lender liability” claims and causes of action, (C) any action with respect to the validity, enforceability, priority, and extent of, or asserting any defense, counterclaim, or offset to, the Obligations, the Superpriority DIP Claims, the DIP Loan Documents, or any Liens in favor of DIP Lender, (D) any action seeking to invalidate, modify, set aside, avoid, or subordinate, in whole or in part, the Obligations or any Liens in favor of DIP Lender, (E) any action seeking to modify any of the rights, remedies, priorities, privileges, protections, and benefits granted to the DIP Lender in the DIP Financing Orders or under any of the DIP Loan Documents (including, without limitation, claims, proceedings, or actions that might prevent, hinder, or delay the DIP Lender’s assertions, enforcements, realizations, or remedies on or against the DIP Collateral in accordance with the applicable DIP Loan Documents and the Interim and/or Final Orders), or (F) objecting to, contesting, or interfering with, in any way, the DIP Lender’s enforcement or realization upon any of the DIP Collateral once an Event of Default has occurred.

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(i)       Borrowers shall remain in material compliance with the Initial Approved Budget and any subsequent Approved Budget for each Testing Period. To comply with the Initial Approved Budget or any subsequent Approved Budget, Borrower (i) shall not exceed any disbursement line item set forth in the Initial Approved Budget or any subsequently Approved Budget, as applicable, for any Testing Period by more than the Permitted Variance, (ii) shall collect cash receipts (excluding proceeds of the DIP Facility that may be deemed a receipt) in an amount not less than the aggregate amount of such cash receipts in the Initial Approved Budget or any subsequently Approved Budget, as applicable, for each Testing Period (subject to the Permitted Variance), and (iii) shall not have combined net receipts and disbursements less than the combined net amount in the Initial Approved Budget or any subsequently Approved Budget, as applicable, for any Testing Period (subject to the Permitted Variance). The Permitted Variance with respect to each Testing Period shall be determined and reported to the DIP Lender not later than the 25^th day of the month immediately following each such Testing Period. Budget compliance shall be tested on a monthly and cumulative basis from the Closing Date (each, a “Testing Period”).

(j)       Except as otherwise provided herein or approved by the DIP Lender, Borrowers will not use any cash or the proceeds of the DIP Facility in a manner or for a purpose other than those consistent with an Approved Budget and this Agreement.

(k)       If Borrowers obtain any financing other than the DIP Facility for any reason whatsoever, the proceeds of such alternative financing must be used to first repay all outstanding amounts then due under the DIP Facility.

(l)       Borrowers shall maintain adequate property and liability insurance coverage to protect against property losses and liabilities. Attached hereto as Schedule 8 is a listing of all insurance carried on Borrowers as of the Closing Date. Borrowers covenant not to make any material changes to these insurance coverages without the advance written consent of the DIP Lender. Borrowers shall name the DIP Lender as an additional insured under all insurance policies issued in favor of Borrowers except for any policy marked as an “Excluded Policy” on Schedule 8.

(m)       Borrowers will preserve their corporate and legal existence and will not make any material changes to the nature or manner of their respective businesses and business activities. Borrowers shall maintain executive personnel and management at a level of experience and ability equivalent to the present executive personnel and management.

9.       Events of Default. If any of the following events of default shall occur (each an “Event of Default”):

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(a)       Borrowers shall fail to pay (i) the principal amount of the Loans as and when due and payable, or (ii) interest on the Loans, or any other amount payable under this Agreement, as and when due and payable.

(b)       Any representation or warranty made or deemed made by Borrowers in this Agreement or by Borrowers or any Third Party in any DIP Loan Document to which they are a party, or in any certificate, document, opinion, or financial or other statement furnished under or in connection with a DIP Loan Document, shall prove to have been incorrect in any material and adverse respect on or after the date hereof.

(c)       Any of Borrowers or any Third Party shall fail to perform or observe any material term, covenant, or agreement contained in any DIP Loan Document on its part to be performed or observed, and fails to cure said Event of Default within five (5) days receipt of written Notice from DIP Lender of a monetary Event of Default and fifteen (15) days after receipt of written Notice from DIP Lender of a non-monetary Event of Default.

(d)       Any of the Borrowers or any Third Party is involved in a proceeding which would reasonably be expected to result in a forfeiture of all or a substantial part of any such party’s assets or a material judgment is entered against any of the Borrowers and such judgment is not stayed from enforcement.

(e)       Any Lien or security interest purported to be created by any DIP Loan Document or DIP Financing Order shall cease to be, or shall be asserted by Borrowers not to be, a valid, perfected, first-priority (except as otherwise expressly provided in such DIP Loan Document or any DIP Financing Order) security interest in the assets or properties covered thereby.

(f)       Any of the following shall occur in any Chapter 11 Case:

(i)       filing of a plan of reorganization or liquidation under Chapter 11 of the Bankruptcy Code by any of Borrowers that does not propose to indefeasibly repay the Obligations in full in cash, unless otherwise consented to by the DIP Lender;

(ii)       any of Borrowers shall file a pleading seeking to vacate or modify any of the DIP Financing Orders without the prior written consent of the DIP Lender;

(iii)       entry of an order without the prior consent of the DIP Lender amending, supplementing or otherwise modifying any DIP Financing Order;

(iv)       reversal, vacation, or stay of the effectiveness of any DIP Financing Order;

(v)       any violation of the terms of any DIP Financing Order;

(vi)       dismissal of any Chapter 11 Case or conversion of any Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code;

(vii)       appointment of a Chapter 11 trustee in any Chapter 11 Case;

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(viii)       any of Borrowers seek to sell any of their assets outside the ordinary course of business, without advance consent of DIP Lender, other than a sale of assets consistent with a plan support agreement among the Borrowers and the Committees or pursuant to a plan of reorganization or liquidation under Chapter 11 of the Bankruptcy Code that proposes to indefeasibly repay the Obligations in full in cash;

(ix)       appointment of a responsible officer or examiner with enlarged powers relating to the operation of the business of Borrowers without the prior written consent of the DIP Lender (other than a patient care ombudsman appointed under section 333 of the Bankruptcy Code);

(x)       granting of relief from the automatic stay in the Chapter 11 Case to permit foreclosure or enforcement on, or any right or remedy with respect to, assets of any of Borrowers exceeding $500,000 in value;

(xi)       any of Borrowers’ filing of (or supporting another party in the filing of) a motion seeking entry of, or the entry of an order, granting any superpriority claim or Lien (except as contemplated herein) which is senior to or pari passu with the DIP Lender’s claims and Liens under the DIP Facility, other than the DIP Lender Carve-Out;

(xii)       payment of or granting adequate protection with respect to prepetition debt, other than as expressly provided herein, in the DIP Financing Orders, or as otherwise ordered by the Bankruptcy Court;

(xiii)       [Intentionally Omitted]

(xiv)       [Intentionally Omitted];

(xv)       cessation of the Liens of the DIP Lender to be valid, perfected, and enforceable in all respects in accordance with the DIP Financing Orders;

(xvi)       the entry by the Bankruptcy Court of an order terminating Borrowers’ right to use the cash collateral; or

(xvii)       any of Borrowers’ bankruptcy estates become administratively insolvent, with such determination being made by comparing the value of Debtors’ assets to the value of Debtors’ liabilities without regard to current cash flows.

(g)       Any of Borrowers shall use cash collateral or Loan proceeds for any item other than those set forth in, and in accordance with, the Budget and as approved by the Bankruptcy Court or prepays any pre-petition debt except as approved by the Bankruptcy Court and the DIP Lender.

THEN, in the DIP Lender’s sole discretion, the automatic stay provided by Section 362 of the Bankruptcy Code shall be vacated and modified as set forth herein. The DIP Lender may deliver written notice to the Bankruptcy Court that the automatic stay provisions of Section 362 of the Bankruptcy Code have been vacated and modified to the extent necessary to permit the DIP Lender to exercise all rights and remedies provided for in the DIP Loan Documents, and after ten (10) business days after such notice, to take, subject to the provisions of the DIP Financing Orders, any or all of the following actions without further order of or application to the Bankruptcy Court (as applicable):

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(a)       declare the Commitment terminated whereupon the Commitment shall be immediately terminated;

(b)        declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations of any and every kind owing by Borrowers to the DIP Lender hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrowers;

(c)       enforce any and all rights against the DIP Collateral, including, without limitation, disposition of the DIP Collateral reasonably for application towards the Obligations; and/or

(d)       take any other actions or exercise any other rights or remedies permitted under the DIP Financing Orders, the DIP Loan Documents, or applicable Law to effectuate the repayment of the Obligations.

Borrowers shall cooperate fully with the DIP Lender in its exercise of rights and remedies, whether against the DIP Collateral or otherwise. Borrowers hereby waive any right to seek relief under the Bankruptcy Code, including under Section 105 thereof, to the extent such relief would restrict or impair the rights and remedies of the DIP Lender set forth in the DIP Financing Orders and in the DIP Loan Documents.

In case any one or more of the covenants and/or agreements set forth in this Agreement or any other DIP Loan Document shall have been materially breached by any of Borrowers, and not cured within any applicable Notice and cure period, then DIP Lender may proceed to protect and enforce the DIP Lender’s rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other DIP Loan Document. The DIP Lender acting pursuant to this paragraph shall be indemnified by Borrowers against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), which indemnification obligations of Borrowers shall be joint and several.

10.       Certain Bankruptcy Matters.

(a)       Except to the extent provided otherwise in a DIP Financing Order, Borrowers hereby agree that the Obligations shall (i) constitute Superpriority DIP Claims over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114, or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person, the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court, subject only to the DIP Lender Carve-Out and (ii) be secured pursuant to Sections 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and, to the extent provided in any of the DIP Financing Orders, shall not be subject to any claims against the DIP Collateral pursuant to Section 506(c) of the Bankruptcy Code, subject only to the DIP Lender Carve-Out, which shall have priority over DIP Lender with regard to the DIP Collateral.

18 

(b)       In the event of a conflict between, or inconsistency among, the Interim Order or the Final Order, on the one hand, and any other DIP Loan Document, on the other hand, the Interim Order or the Final Order, as the case may be, shall control.

(c)Notwithstanding anything to the contrary contained herein or elsewhere:

(i)       The DIP Lender shall not be required to prepare, file, register, or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any DIP Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the DIP Collateral granted by or pursuant to this Agreement, the DIP Financing Orders or any other DIP Loan Document. If the DIP Lender shall, in its sole discretion, from time to time elect to prepare, file, register, or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any DIP Collateral, or take any other action to validate, render enforceable, or perfect all or any portion of the DIP Lender’s Liens on the DIP Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published, or recorded or taken at the time and on the date that the Interim Order is entered or, if no Interim Order is entered, the date the Final Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section or of the perfection of any other Liens in favor of the DIP Lender on the DIP Collateral.

(ii)       Except as otherwise agreed to by the DIP Lender, the Liens, lien priorities, Superpriority DIP Claims, and other rights and remedies granted to the DIP Lender pursuant to this Agreement, the DIP Financing Orders, or the other DIP Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the Superpriority DIP Claims provided herein and therein) shall not be modified, altered, or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Borrower (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of any of the Chapter 11 Case, or by any other act or omission whatsoever.

(d)       Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission:

(i)       except to the extent provided in any of the DIP Financing Orders and subject to the DIP Financing Orders, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of the DIP Lender against Borrower in respect of any Obligations, but subject to the DIP Lender Carve-Out;

19 

(ii)       other than as provided in the DIP Financing Orders or the DIP Loan Documents, the DIP Lender’s Liens on the DIP Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and

(iii)       the DIP Lender’s Liens on the DIP Collateral shall continue to be valid, enforceable and perfected without the need for the DIP Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the DIP Lender’s Liens under applicable non-bankruptcy Law.

(iv)       upon the earlier of (A) the occurrence of an Event of Default or (B) the Maturity Date, the DIP Lender shall be required to advance funds to the Borrowers’ estates in an amount, which shall not exceed the amount of any remaining availability under the Commitment, sufficient to pay all accrued but unpaid administrative claims (excluding professional fees except as provided for herein) incurred in the ordinary course of the Borrowers’ business in accordance with the terms of the Approved Budget (subject to any Permitted Variance), that were incurred during the time period between the effective date of the DIP Facility through the earlier of (X) the date of any Event of Default or (Y) the Maturity Date; provided, however, that professional fees incurred after an Event of Default shall be paid in accordance with the conditions and terms governing the Carve Out.

(e)       In connection with any sale of all or any portion of the DIP Collateral, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the DIP Lender, in accordance with applicable Law, the DIP Lender may “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the DIP Collateral. In connection with the foregoing, the DIP Lender shall have the right to assign its right to purchase all or any portion of the Borrower’s assets in connection with any such “credit bid” to a newly-formed acquisition vehicle that is an affiliate of DIP Lender; provided, however, that any such assignee of the DIP Lender shall not have any shareholder, member, officer, director, or any Insider (as defined in Bankruptcy Code Section 101(31)) of any of the foregoing in common with any of the management , member, officer, director or shareholders of Borrowers or any Insider of any of the foregoing.

(f)       As adequate protection for the Existing Lenders’ security interests, the Interim Order and Final Order may permit replacement liens on all property of Borrowers’ bankruptcy estates of the type in which the Existing Lenders have valid, perfected, enforceable, non-avoidable, and unsubordinated security interests as of the Petition Date (the “Adequate Protection Liens”). The Adequate Protection Liens shall be junior in priority to the DIP Lender’s Liens on the DIP Collateral in the same types of property. No portion of the DIP Facility shall be required to make payments to the Existing Lenders as and for adequate protection or for payments under 11 U.S.C. § 506(b), unless agreed to in writing by the DIP Lender.

20 

11.       Grant of Security.

(a)       To secure the Obligations, effective immediately upon entry of the Interim Order or, if no Interim Order is entered, upon entry of the Final Order, pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, the DIP Lender is hereby granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected post-petition, first-priority security interests in and Liens on all DIP Collateral, subject to the DIP Lender Carve-Out.

(b)       To the extent permitted by applicable Law, Borrowers hereby irrevocably authorize DIP Lender and its affiliates, counsel, and other representatives, at any time and from time to time, to file in the name of Borrowers or otherwise and without separate authorization or authentication of Borrowers appearing thereon, such UCC financing statements or continuation statements as the DIP Lender may reasonably deem necessary or reasonably appropriate to further perfect or maintain the perfection of the Lien of the DIP Lender under this Agreement, and such financing statements and amendments may describe the DIP Collateral covered thereby “all of the debtor's personal property and assets” or words to similar effect, whether now owned or hereafter acquired, notwithstanding that such description may be broader in scope than the DIP Collateral described in this Agreement. Borrower hereby also authorizes DIP Lender and its affiliates, counsel and other representatives, at any time and from time to time, to execute and file any and all agreements, instruments, documents and papers as the DIP Lender may reasonably request to evidence the Lien of the DIP Lender in any patent, trademark, copyright or other intellectual property, including without limitation the goodwill or accounts and general intangibles of Borrower relating thereto or represented thereby. Borrowers agree that, except to the extent that any filing office requires otherwise, a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Borrowers shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the DIP Collateral.

(c)       Each of the Borrowers will promptly deliver each instrument and any other document, and take any other action, that may be reasonably requested by the DIP Lender in order to perfect the DIP Lender’s Lien in the DIP Collateral, all at the reasonable cost and expense of the Borrowers.

12.       Expenses. Borrowers agree to reimburse the DIP Lender on a monthly basis for all reasonable costs, expenses, and charges (including, without limitation, reasonable fees and charges of counsel) in connection with the performance or enforcement of the DIP Loan Documents, or the defense or prosecution of any rights of the DIP Lender pursuant to any DIP Loan Documents. The total sum of such expense reimbursement shall not exceed $100,000; provided, however, that such $100,000 limit shall not apply upon the occurrence of an Event of Default. All reasonable fees and expenses incurred by the DIP Lender prior to the entry of the Interim Order, or, if no Interim Order is entered, prior to the entry of the Final Order, shall be paid upon entry of the Interim Order or the Final Order, as applicable, and shall not count against the aforementioned $100,000 limit on expense reimbursement.

21 

13.       Governing Law. This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the laws of the State of New York (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such State are superseded by the Bankruptcy Code or other applicable federal law. 

14.       Waiver of Jury Trial.

EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER DIP LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER DIP LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15.       Miscellaneous.

(a)        The provisions of this Agreement are intended to be severable. If for any reason any provisions of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions thereof in any jurisdiction.

(b)       No amendment, modification, supplement, or waiver of any provision of this Agreement nor consent to departure by Borrowers therefrom shall be effective unless the same shall be in writing and signed by Borrowers and the DIP Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c)       No failure on the part of the DIP Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by Law.

(d)       The obligations, representations and warranties of Borrowers hereunder shall be joint and several. This Agreement shall be binding on Borrowers and their respective successors and assigns and shall inure to the benefit of the DIP Lender and its successors and assigns, except that Borrowers may not delegate any of their obligations hereunder without the prior written consent of the DIP Lender. With the consent of Borrowers, not to be unreasonably withheld, the DIP Lender may assign all or a portion of its rights and obligations under this Agreement; provided that such consent shall not be required (i) at any time that an Event of Default has occurred and is continuing, (ii) in connection with any assignment to an affiliate of the DIP Lender, or (iii) in connection with any merger or consolidation.

22 

(e)       Anything herein to the contrary notwithstanding, the obligations of Borrowers under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of Law applicable to the DIP Lender limiting rates of interest which may be charged or collected by the DIP Lender.

(f)       Unless otherwise agreed in writing, notices (“Notices”) shall be given to the DIP Lender and Borrowers at their address set forth in the signature page of this Agreement, or such other address communicated in writing by either such party to the other. Any Notice required hereunder shall also be provided to the Committees, through their counsel of record at their addresses set forth in the signature page of this Agreement, or such other address communicated in writing by either such party to the others. Notices to the DIP Lender shall be effective upon receipt.

(g)       The obligations of Borrowers under Sections 6, 12, 13 and 14 hereof shall survive the repayment of the Loans.

(h)       Each reference herein to the DIP Lender shall be deemed to include its successors, endorsees, and assigns, in whose favor the provisions hereof shall inure. Each reference herein to Borrowers shall be deemed to include the respective heirs, executors, administrators, legal representatives, successors and assigns of Borrowers, all of whom shall be bound by the provisions hereof.

23 

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above.

BORROWERS:
RMS Titanic, Inc.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President

Premier Exhibitions, Inc.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President and CEO

Premier Exhibitions Management, LLC,
	By: Premier Exhibitions, Inc., its Managing Member
	By:	/s/ Daoping Bao
	Name:	Daoping Bao
	Title:	President and CEO

Art and Exhibitions International, LLC
	By: Premier Exhibitions Management, LLC, its Managing Member
		By: Premier Exhibitions, Inc. its Managing Member
		By:	/s/ Daoping Bao
		Name:	Daoping Bao
		Title:	President and CEO

Premier Exhibitions International, LLC
	By: Premier Exhibitions, Inc., its Sole Member
	By:	/s/ Daoping Bao
	Name:	Daoping Bao
	Title:	President and CEO

Premier Exhibitions NYC, Inc.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President and CEO

Premier Merchandising, LLC
	By: Premier Exhibitions, Inc., its Sole Member
	By:	/s/ Daoping Bao
	Name:	Daoping Bao
	Title:	President and CEO

Dinosaurs Unearthed Corp.
By:	/s/ Daoping Bao
Name:	Daoping Bao
Title:	President

Address for notices to Borrowers:

Premier Exhibitions, Inc.

3045 Kingston Court

Suite IPeachtree Corners, GA 30071

Attention: Jerry Henshall

jhenshall@prxi.com

With a Copy to:

Jeffery W. Cavender

Troutman Sanders LLP

600 Peachtree Street, Suite 5200

Atlanta, GA 30308-2216

jeffery.cavender@troutmansanders.com

Address for notices to Committees

Official Committee of Unsecured Creditors

Storch Amini & Munves PC

2 Grand Central Tower

140 East 45th Street, 25th Floor

New York, NY 10017

Att: Jeffrey Chubakjchubak@storchamini.com

Official Committee of Equity Security Holders

Landau Gottfried & Berger LLP

1801 Century Park East, Ste 700

Los Angeles, CA 90067

Att: Peter J. Gurfein

pgurfein@lgbfirm.com

DIP LENDER:

Bay Point Capital Partners L.P.
By:	/s/Charles Andros
	Name: Charles Andros
	Title: Authorized Signatory

Address for notices to DIP Lender:

Bay Pointe Capital Partners, LP

3050 Peachtree Rd. Suite 2

Atlanta, GA 30305

Attn: Charles Andros

With a Copy to:

John Isbell Esq.

Thompson Hine LLP

3560 Lenox Road

Suite 1600

Atlanta, Georgia 30326

EXHIBIT A

Form of Borrowing Request

[Date]

Bay Point Capital Partners LP

3050 Peachtree Rd. Suite 2

Atlanta, GA 30305

Attn: Charles Andros

Ladies and Gentlemen:

Reference is made to that certain SENIOR SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT (the “Loan Agreement”) among: (i) RMS Titanic Inc., Premier Exhibitions, Inc., Premier Exhibitions Management, LLC, Arts and Exhibitions International, LLC, Premier Exhibitions International, LLC, Premier Exhibitions NYC, Inc., Premier Merchandising, LLC, and Dinosaurs Unearthed Corp., as debtors-in-possession under the Bankruptcy Code (“Borrowers”); and (ii) Bay Point Capital Partners LP, as lender (the “DIP Lender”). Terms defined in the Loan Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request, and the Authorized Agent, on behalf of Borrowers, hereby requests a Loan under the Loan Agreement from the DIP Lender, and in that connection the Authorized Agent specifies the following information with respect to the Loan requested hereby:

(A) Aggregate principal amount of Loan¹: ___________________

(B) Date of Loan (which is a Business Day): __________________

(C) Location and number of the applicable Borrowers’ account to which proceeds of the Loan are to be disbursed: ___________________

(D) Purpose of the Loan and use of proceeds therefrom: ___________________________

____________________________

¹ Not less than $25,000

The Authorized Agent hereby represents and warrants that the conditions specified in paragraphs (b) through (i) of Section 5 of the Loan Agreement are satisfied as of the date hereof.

Very truly yours,
AUTHORIZED AGENT
By:
	Name:
	Title:

cc: Official Committees

EXHIBIT B

Initial Approved Budget

See Attached.

Premier Exhibitions, Inc.

Projected Monthly Budget May - July 2017

	Premier Exhibitions Project Monthly Budget
	May			June			July
Sources
Premier Cash Receipts	$	1,725,695		$	1,367,930		$	1,508,348
Dino King/Dino U Cash Receipts		467,716			380,609			436,133
DIP Funding [1]					2,825,000
Total Sources	$	2,193,412		$	4,573,539		$	1,944,481
Uses
Premier - Cost of Production	$	818,209		$	1,052,304		$	683,847
Premier - Marketing Expense		96,056			108,781			128,051
Premier - Salaries and Wages		216,413			216,413			216,413
Premier - Insurance		4,748			131,502			4,748
Premier - Rent		147,930			149,547			136,347
Premier - G&A		57,259			44,259			155,259
Dino King/Dino U Cost of Production		84,533			33,533			107,533
Dino King/Dino U Marketing Expense		6,277			6,277			6,277
Dino King/Dino U - Salaries and Wages		56,951			56,951			56,951
Dino King/Dino U - Insurance		2,291			2,291			2,291
Dino King/Dino U - G&A		49,819			49,819			49,819
RMS Titanic Fund		25,000			-			-
Accounts Payable - Old balances		-			-			-
Condo Loan Payment [2]		3,310			3,310			3,310
Fixed Asset Purchase [3]		44,500			(21,500	)		-
Professional Fee Adjustment (Tax Return Filings)		-			113,500			-
Interest								32,500
Total Uses	$	1,613,295		$	1,946,986		$	1,583,345
Net Sources and Uses	$	580,117		$	2,626,553		$	361,136
Beginning Cash Balance Without Chapter 11 Case Costs [4]	$	1,880,000		$	2,460,117		$	5,086,670
Ending Cash Balance Without Chapter 11 Case Costs	$	2,460,117		$	5,086,670		$	5,447,806
Chapter 11 Case Costs
Debtor Chapter 11 Fees	$	(956,686	)	$	(234,800	)	$	(234,800	)
Creditor Committee Chapter 11 Fees		(95,714	)		(30,000	)		(30,000	)
Equity Committee Chapter 11 Fees		(571,699	)		(96,000	)		(96,000	)
Total Chapter 11 Case Costs	$	(1,624,099	)	$	(360,800	)	$	(360,800	)
Ending Cash Balance With Chapter 11 Case Costs	$	836,018		$	3,101,770		$	3,102,106

Footnotes: 

[1] Loan proceeds net of origination fee, Thompson Hine legal fees and GlassRatner fee.

[2] Represents continued monthly payments for a condo in Vancouver used as lodging for corporate associates such as customers, the CFO and board members.

[3] Represents estimated capital expenditures related to moving the Atlanta Bodies exhibit, the Orlando Exhibit and ANS Bugs

[4] Beginning Cash Balance was estimated by the Premier CFO on 4/28/17.

SCHEDULE 8
Insurance Policies
Policy Term	Policy Type	Carrier	Policy Number	Excluded
9/15/16-17	Fine Arts	$50M Markel, $50M xs Lloyds	7002RS444561-0 EE1601060
9/15/16-17	General Liability	Hartford	20 UEN KQ6313
9/15/16-17	Automobile Liability	Hartford	21 UEN KQ6313
9/15/16-17	Umbrella Liability	Hartford	20 RHU KQ5675
9/30/13-16	Special Risk- EXPIRED	AIG	21-476-556
11/5/16-17	Exporters Pkg (International)	Chubb	PHFD37555526 005
11/1/15-17	Directors & Officers Liability (2yr Extended Reporting)	AIG/Chartis	24201417	Excluded Policy
11/1/16-5/1/17	D&O Primary $5M- 6 mo ext	Liberty Insurance Underwriters	DONYAA7494001	Excluded Policy
11/1/16-5/1/17	Excess D&O- 6 mo extension	Argonaut	MLX7601647-00	Excluded Policy
11/1/16-5/1/17	Excess D&O- 6 mo extension	Underwriters at Lloyds	BO146ERUSA1500577	Excluded Policy
11/1/16-5/1/17	Excess D&O- 6 mo extension	Illinois National Ins Co	22119092	Excluded Policy
11/1/16-5/1/17	Excess D&O- 6 mo extension	Great American Ins Co	DFX1491056	Excluded Policy
11/1/16-5/1/17	Fiduciary Liability- 6 month ext	AIG/Chartis	24201422
11/1/16-5/1/17	Employment Practices Liability- 6 month extension	AIG/Chartis	24201420
11/1/16-5/1/17	Crime- 6 month extension	AIG/Chartis	24060111
11/1/16-5/1/16	Cyber Liability	Chubb	82259247
1/27/16-17	NV Surety Bond	Travelers	106051448	Excluded Policy
5/21/16-17	Worker's Compensation	Hanover	WDY109235-02	Excluded Policy

EX-10.3

Exhibit 10.3

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

This Settlement and Mutual Release Agreement (“Agreement”) is made and entered into effective as of May 11, 2017, by and between James Beckmann (“Beckmann”), Image Quest Worldwide, Inc. (“Image Quest”) and Premier Exhibitions, Inc. (“Premier”) (each referred to herein individually as a “Party” and collectively as “the Parties”).

A.WHEREAS, the Parties are parties to Litigation, captioned as Premier Exhibitions, Inc. v. James Beckmann and Image Quest Wordwide, Inc Case No. A-14-711290-C, in the District Court, Clark County Nevada (the “Lawsuit”), and

B.WHEREAS, Beckmann is a signatory to a personal guarantee in which he guaranteed certain obligations of Image Quest under a sublease entered into between Image Quest and Premier, dated July 19, 2010 (the “Guarantee” and the “Sublease” respectively); and

C.WHEREAS, Beckmann and Image Quest filed proofs of claim (the “Bankruptcy Claims”) against Premier and/or its affiliated debtor RMS Titanic, Inc. in Premier’s jointly administered Chapter 11 Bankruptcy Case pending in the United States Bankruptcy Court for the Middle District of Florida, Jacksonville Division (the “Bankruptcy Court”); and

D.WHEREAS, the Parties, in order to avoid further expense, wish to resolve all disputes between them and each Party denies any liability.

NOW, THEREFORE, for good and valuable consideration, the Parties to this Agreement hereby agree to settle all actual and potential claims pursuant to the following terms and conditions:

1.Settlement Disbursement. Neither Party shall pay to the other any compensation.

2.Approval of Bankruptcy Court. Each of the Parties acknowledges that this Settlement Agreement is contingent upon approval by the Bankruptcy Court of this Settlement and Release Agreement. Within five (5) business days of the execution of this Agreement, Premier will move the Bankruptcy Court to approve this Agreement. In the event the Bankruptcy refuses to approve this Agreement, this Agreement shall be void ab initio, and shall have no force and effect.

3.Dismissal of Lawsuit. Within five (5) business days of the approval by the Bankruptcy Court, (i) the Parties shall jointly stipulate to dismiss the Lawsuit with prejudice with each Party to bear its own attorneys’ fees and costs, such dismissal with prejudice shall include all claims of Premier and all counterclaims of Image Quest and Beckmann, and (ii) Beckmann and Image Quest shall withdraw or dismiss with prejudice all of the Bankruptcy Claims.

4.Release and Termination of Guarantee and Sublease. Upon the Bankruptcy Court’s approval of this Agreement, the Guarantee and Sublease shall be terminated and Premier hereby releases Beckmann from all claims arising under the Guarantee and Image Quest from all claims arising under the Sublease.

5.Mutual Releases. The Parties do hereby release, quit and forever discharge each other and all of their respective past and current officers, directors, owners, shareholders, associates, members, partners, employees, agents, independent contractors, joint venturers, parents, subsidiaries, predecessors, successors, affiliates, assigns, insurers, agents, representatives, attorneys, and any and all persons acting by, through, under, or in concert with them (the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, proceeding or proceedings, in law or equity, arising at common law, by contract, by statute or otherwise, and any and all suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages (including, without limitation any claims for actual or consequential, past, present or future damages), losses, costs, or expenses, of any nature whatsoever, known or unknown, disclosed or undisclosed, suspected or unsuspected, fixed or contingent, that the Parties ever had, now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this release, including any matter cause or thing arising from or related to the Lawsuit, the Bankruptcy Claims, the Guarantee, the Sublease, or those matters raised or which could have been raised in the Lawsuit, in the Bankruptcy Claims or in the Bankruptcy Court.

6.Express Warranty. The Parties expressly warrant and represent that they have the authority to enter into this Agreement and have not assigned or transferred to anyone else any right, title, interest or claim that they have or may have against one another.

7.Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements or representations, written or oral, among the Parties or their representatives concerning the subject matter of this Agreement. This Agreement may not be modified or amended in any way except in writing signed by the authorized representative of each Party; no other act, documents, usage, or custom shall be deemed to amend or modify this Agreement.

8.Successors. This Agreement inures to the benefit of and is binding on the personal representatives, heirs, beneficiaries, legatees, devisees, successors and assigns of the Parties.

9.Joint Drafting. The Parties hereto acknowledge that each has cooperated in the drafting and preparation of this Agreement and has been advised by their respective attorneys regarding the terms, effects and consequences of this Agreement. Accordingly, the Parties agree that in any construction to be made of this Agreement, this Agreement shall not be construed as having been drafted solely by or on behalf of any one or more of the Parties hereto.

10.Severability. If any of the provisions of this Agreement or any portions thereof are held by a court of competent jurisdiction to be unenforceable or invalid, then the remaining portions of any such provision or remaining provisions of this Agreement shall be deemed valid and enforceable.

11.Attorneys’ Fees and Costs. The Parties agree that each shall bear their own respective attorneys’ fees and costs in connection with the preparation of this Agreement and in the prosecution and defense of the Lawsuit.

12.Enforcement of Agreement. If any Party to this Agreement commences a proceeding to enforce its rights hereunder, the prevailing party shall be entitled to recover its costs and expenses, including attorneys’ fees and expenses, if any, reasonably incurred in connection with such proceeding.

13.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute a single agreement. A facsimile, photostatic or electronic (e.g., PDF format) copy of this Agreement as executed shall be deemed an original.

14.Binding Effect. This Agreement shall bind, and inure to the benefit of, the respective subsidiaries, parents and affiliated corporations, and successors and assigns of the Parties hereto.

15.Notices. Any notice required hereunder shall be in writing and shall be sufficiently given if delivered or sent by reputable overnight courier, hand delivered by messenger service, or sent by certified mail return receipt requested (in each case with evidence of receipt), addressed to the Address for Notice under each party’s signature below.

IN WITNESS WHEREOF, the Parties have executed this Settlement and Mutual Release Agreement.

IMAGE QUEST WORLDWIDE, INC.		PREMIER EXHIBITIONS, INC.
By:	/s/James Beckmann	By:	/s/Jerome Henshall
James Beckmann		Jerome S. Henshall
Title: CEO		Chief Financial Officer
Address for Notice:		Address for Notice:
c/o Jennifer Brastor		3045 Kingston Court, Suite I
Maylor & Brastor		Peachtree Corners, GA 30071
1050 Indigo Dr., Suite 200
Las Vegas, NV 89145
JAMES BECKMANN
By:	/s/James Beckmann
Address for Notice:
c/o Jennifer Brastor
Maylor & Brastor
1050 Indigo Dr., Suite 200
Las Vegas, NV 89145