UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

PREMIER EXHIBITIONS, INC.
3340 Peachtree Rd., N.E., Suite 900
Atlanta, GA 30326

You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Premier Exhibitions, Inc. (“Premier,” “we,” or “us”) to be held at the Courtyard by Marriott – Buckhead, 3332 Peachtree Road, N.E., Atlanta, Georgia 30326 on September [•], 2015 at 9:00 a.m., local time.

At the Special Meeting, Premier shareholders will be asked to vote on matters necessary to enable Premier to acquire Dinoking Tech Inc. (“Dinoking”), which we refer to as the “Merger.” On April 2, 2015, we entered into a Merger Agreement with Dinoking, 1032403 B.C. Ltd., a wholly-owned subsidiary of Premier (“Exchangeco”), and Mr. Daoping Bao and Ms. Nancy Brenner, the shareholders of Dinoking (the “Dinoking Shareholders”). Pursuant to the Merger Agreement, subject to the closing of the proposed Merger, Exchangeco will acquire all of the outstanding shares of Dinoking for a total consideration of 1,434,723 shares of Premier common stock (the “Merger Shares”) or, at the election of each Dinoking Shareholder, 1,434,723 shares of Exchangeco that will be exchangeable for shares of Premier common stock (the “Exchangeable Shares”) (in each case, subject to adjustment in accordance with the terms of the Merger Agreement). In connection with the Merger, each Dinoking Shareholder will also receive one share of a separate class of Premier stock that will provide for voting rights in Premier equal to the number of Exchangeable Shares held by each Dinoking Shareholder (the “Special Voting Shares”) and will each have the right to receive, from us, future contingent payments payable in either cash or shares of Premier common stock upon Dinoking’s execution of certain third-party agreements (the “Future Contingent Payments”). In connection with the execution of the Merger Agreement, we also issued a convertible promissory note (the “Convertible Note”) to Mr. Daoping Bao, as agent for the various lenders listed therein. If approved by Premier shareholders at the Special Meeting, the principal plus accrued and unpaid interest of the Convertible Note will automatically convert into 3,013,393 shares of Premier common stock on the first business day after the Special Meeting. The accompanying proxy statement describes in detail the terms and conditions of the Merger Agreement and the transactions contemplated thereunder.

The Board of Directors believes that the acquisition of Dinoking is advisable and in the best interests of Premier and its shareholders because the combined company is expected to have enhanced future growth prospects, an expanded and diversified source of content for global exhibitions, a stronger balance sheet, and a combined management team with a track record of bringing successful and innovative content to market. The accompanying proxy statement and the documents and information incorporated by reference in the proxy statement contain detailed information about and other important information concerning Premier, Dinoking, the Merger, the Convertible Note and the Special Meeting.

You may cast separate votes on each proposal. The Board of Directors recommends that all Premier shareholders vote “FOR” each of the proposals. If any of Proposals 1 through 3 (the “Merger Proposals”) do not receive the requisite shareholder approval, Dinoking will not be obligated to close the Merger even if shareholders vote to approve any or all of the other Merger Proposals. The Company would be authorized to agree to proceed with any or all of the approved Merger Proposals and restructure the terms and conditions of the Merger. The Company would have no obligation to do so.

The Board of Directors hopes that you will attend the Special Meeting. Whether or not you plan to attend the Special Meeting, please sign, date and return the accompanying proxy card in the enclosed, postage paid, pre-addressed envelope, or otherwise return your proxy in a manner described in the accompanying proxy card, as soon as possible. Your vote is important, regardless of the number of shares you own, so please return your proxy card as soon as possible.

Michael J. Little
Interim President and Chief Executive Officer and
Chief Financial Officer and Chief Operating Officer

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER [•], 2015

The special meeting (the “Special Meeting”) of shareholders of Premier Exhibitions, Inc. (the “Company”) will be held at the Courtyard by Marriott – Buckhead, 3332 Peachtree Road, N.E., Atlanta, GA 30326 on September [•], 2015 at 9:00 a.m., local time, for the purpose of voting on, among other things, matters necessary to enable the Company to acquire Dinoking Tech Inc. (“Dinoking”). The Company’s contemplated acquisition of Dinoking is referred to as the “Merger.”

The Company’s shareholders are being asked to approve Proposals 2 and 3 to allow the Company to comply with the listing rules of the NASDAQ Stock Market.

If any of Proposals 1 through 3 (the “Merger Proposals”) do not receive the requisite shareholder approval, Dinoking will not be obligated to close the Merger even if shareholders vote to approve any or all of the other Merger Proposals. The Company would be authorized to agree to proceed with any or all of the approved Merger Proposals and restructure the terms and conditions of the Merger. The Company would have no obligation to do so.

The Board of Directors has fixed the close of business on [•], 2015 as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on September [•], 2015: This proxy statement and the accompanying form of proxy card are available at http://www.viewproxy.com/prxi/2015 and on the Company’s website at www.prxi.com. Under rules issued by the Securities and Exchange Commission, the Company is providing access to its proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.

All references to “$” or “dollars” in this proxy statement refer to United States dollars, unless otherwise indicated. All financial information contained in this proxy statement is reported in U.S. dollars unless otherwise noted. Canadian dollars are abbreviated as Cdn$.

The following table sets forth the rate of exchange for one U.S. dollar expressed in Canadian dollars, for each period indicated: (i) the exchange rate at the end of the period; (ii) the average rate; and (iii) the high and low rates for each year. For the purposes of this section, rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

On April 2, 2015, the day the Company entered into the Merger Agreement, the exchange rate for one U.S. dollar expressed in Canadian dollars was Cdn$1.258. On July 10, 2015, the exchange rate for one U.S. dollar expressed in Canadian dollars was Cdn$1.2713. The table below sets forth the high and low exchange rate for one U.S. dollar expressed in Canadian dollars for each month during the past six months preceding the date of this proxy statement.

The information contained in this proxy statement is given as of [Ÿ], 2015 except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.

In deciding how to vote on the proposals described in this proxy statement, you should rely only on the information contained in, or incorporated by reference into, this proxy statement. The Company has not authorized any person to provide you or other shareholders of the Company with any information or to make any representation that is different from such information.

This proxy statement does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation. Information contained in this proxy statement should not be construed as legal, tax, or financial advice and the Company’s shareholders are urged to consult their own professional advisors in connection with the proposed transaction.

Some information contained in or incorporated by reference into this proxy statement may contain forward-looking statements that are intended to be covered by the safe harbor provided in the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts, often will be phrased in the future-tense, and may include the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe,” “intend,” “plan,” or other words or expressions of similar meanings. Statements that contain these words discuss the Company’s future expectations, contain projections or state other forward-looking information. They include statements relating to future revenue and expenses, the expected growth of the Company’s business, and trends and opportunities in the Company’s markets.

These forward-looking statements include, among other things, whether and when the Merger will close and whether the conditions to the Merger will be satisfied. These forward-looking statements also involve known and unknown risks, uncertainties, and other factors that could affect the accuracy of forward-looking statements, including:

Although we believe the expectations and assumptions reflected in these forward-looking statements are reasonable, these expectations and assumptions may prove to be incorrect. The actual results of the Company, Dinoking, or the combined company could differ materially from those expressed or implied in these forward-looking statements as a result of inaccurate assumptions or as a consequence of known and unknown risks and uncertainties. Many factors relating to the Merger and the business of the Company, Dinoking, and the combined company described in this proxy statement are beyond the Company’s ability to control or predict. You should not unduly rely on any of the Company’s forward-looking statements. These statements speak only as of the date of this proxy statement. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on the Company’s behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this proxy statement.

The enclosed proxy is solicited on behalf of the Board of Directors of Premier Exhibitions, Inc. (“we,” “us,” the “Company,” or “Premier”), a Florida corporation, for use at the special meeting of shareholders (the “Special Meeting”) to be held on September [Ÿ], 2015 at 9:00 a.m., local time, or at any adjournments or postponements thereof, for the purposes set forth in this proxy statement and in the accompanying notice of special meeting of shareholders.

What follows are questions that you, as a shareholder of the Company, may have regarding the Merger, and the answers to those questions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

This summary highlights selected information from this proxy statement. It may not contain all of the information that is important to you. You are urged to read carefully the entire proxy statement and the other documents referred to or incorporated by reference in this proxy statement in order to fully understand the Merger Agreement, the Merger, and the other matters to be considered and voted upon at the Special Meeting.

Premier Exhibitions, Inc. is a leading provider of museum-quality touring exhibitions around the world. Since the Company’s formation, it has developed, deployed, and operated unique exhibition products that are presented to the public in exhibition centers, museums, and non-traditional venues. Income from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales.

The Company’s common stock is listed on the NASDAQ under the symbol “PRXI.” The Company is subject to the reporting requirements of the Exchange Act, and, as such, it files or furnishes reports and other information with the SEC from time to time. See the section of this proxy statement entitled “Where You Can Find Additional Information.” You can also find information on the Company’s corporate governance practices, executive compensation, capital stock, and ownership in this proxy statement in the sections entitled “Corporate Governance,” “Executive Compensation,” “Description of the Company’s Capital Stock,” and “Security Ownership of Certain Beneficial Owners and Management.”

The Company is a Florida corporation. The Company’s principal executive offices are located at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326, and its telephone number is (404) 842-2600. The Company’s Internet website is http://www.prxi.com. The contents of the Company’s Internet site are not incorporated by reference herein and are not deemed to be part of this proxy statement.

Dinoking Tech Inc. was incorporated under the laws of the Province of British Columbia on November 10, 2006. Dinoking, based in Richmond, British Columbia, is primarily engaged in the rental of animatronic dinosaurs, fossils, and skeletons to indoor and outdoor exhibitions, primarily in Canada and the United States. Since its development, Dinoking has provided such exhibition-based assets that are presented to the public in exhibition centers, theme parks and museums, and non-traditional venues. Income from exhibitions is generated through fixed-term contracts, or as a percentage of ticket sales of the exhibitor.

Dinosaurs Unearthed Corp. is a wholly-owned subsidiary of Dinoking, established in order to provide exhibition-based assets of Dinoking to exhibitions located within the United States.

Dinoking’s executive offices are located at #110 – 11188 Featherstone Way, Richmond, BC Canada V6W 1K9, and its telephone number is (604) 277-0707. Dinoking’s Internet website is www.dinosaursunearthed.com. The contents of Dinoking’s Internet site are not incorporated by reference herein and are not deemed to be part of this proxy statement.

1032403 B.C. Ltd. (or Exchangeco) is a wholly-owned subsidiary of the Company existing under the laws of the province of British Columbia. Prior to the completion of the Merger, Exchangeco will have no assets or operations other than those incident to its formation and its participation in the transactions contemplated by the Merger Agreement.

Before voting on any of the proposals described in the Notice of Special Meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement, as well as the specific risk factors under the heading “Risk Factors” in this proxy statement.

Subject to the receipt of necessary shareholder approval, the Company and Dinoking have agreed to consummate the Merger under the terms and subject to the conditions of the Merger Agreement.

Pursuant to the Merger Agreement, subject to the closing of the proposed Merger, Exchangeco will acquire all of the outstanding shares of Dinoking for a total consideration of 1,434,723 Merger Shares or, at the election of each Dinoking Shareholder, Exchangeable Shares (in each case, subject to adjustment in accordance with the terms of the Merger Agreement). The Company has also agreed, subject to the closing of the Merger, to Future Contingent Payments to the Dinoking Shareholders of up to approximately $8.6 million payable in either cash or shares of the Company’s common stock upon the satisfaction by Dinoking of conditions precedent relating to the execution of specified exhibition and joint venture agreements with third-parties, as well as upon the successful launch of certain specified exhibitions pursuant to such agreements, provided the same comply with certain requirements set forth in the Success Payment Agreement.

Upon completion of the Merger, Dinoking will be an indirect wholly-owned subsidiary of the Company. The Merger Agreement is attached as Annex B to this proxy statement. We urge you to read the Merger Agreement carefully as it is the legal document that governs the Merger.

The Board of Directors of the Company believes that the Merger is in the best interests of the Company and its shareholders because, following completion of the Merger, the combined company will have enhanced future growth prospects, an expanded and diversified source of content for global exhibitions, a stronger balance sheet, and a combined management team with a track record of bringing successful and innovative content to market.

The obligations of the Company and Dinoking to effect the Merger are subject to the satisfaction or waiver, at or prior to the closing of the Merger, of the following mutual conditions:

In addition, the obligation of the Company and Dinoking to effect the Merger is subject to the satisfaction or waiver, at or prior to the closing of the Merger, of certain additional conditions.

Conduct of the Company’s Business and Dinoking’s Business Prior to Closing (See page 51)

In the Merger Agreement, the Company and Dinoking have agreed that, between the date of the Merger Agreement and the closing of the proposed Merger, they will continue to carry on their respective businesses in the ordinary course and will work to preserve the attendant goodwill and assets of their respective businesses. In addition, subject to various exceptions, limitations, and conditions set forth in the Merger Agreement, Dinoking has agreed to abide by certain covenants between the date of the Merger Agreement and the closing of the proposed Merger.

The Company’s Board of Directors reserves the right to cancel or defer the timing of the Merger, even if the Company’s shareholders vote to approve all of the Merger Proposals and the other conditions to completion of the Merger are satisfied or waived, if the Board of Directors determines that the Merger is no longer advisable and in the best interests of the Company and its shareholders.

Upon the closing of the Merger, and assuming conversion of the Convertible Note, but prior to payment of any Future Contingent Payments by the Company, the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) would together hold shares of the Company’s common stock and Special Voting Shares that represent approximately 47% of the voting power of the Company.

Interests of the Company’s Directors and Executive Officers in the Merger (See page 102)

When considering the recommendation of the Company’s Board of Directors to approve each of the Merger Proposals, you should be aware that certain of the Company’s directors and executive officers have interests in the Merger other than their interests as shareholders of the Company generally, pursuant to individual agreements with certain officers and directors. These interests are different from your interests as a shareholder. The Company’s Board of Directors has taken these additional interests into consideration in recommending the approval of each of the Merger Proposals.

Shares Owned by the Company’s Directors and Executive Officers (See page 105)

As of July 24, 2015, the Company’s directors and executive officers and their affiliates owned and were entitled to vote 1,634,537 shares of the Company’s common stock, or shares representing approximately 33% of the combined voting power of the Company’s outstanding common stock entitled to vote with respect to each of the proposals.

Sellers Capital Master Fund, Ltd., the Company’s largest shareholder, and each director and executive officer of the Company have entered into Shareholder Voting Agreements with Dinoking, pursuant to which they have agreed to vote in favor of the Merger Proposals at the Special Meeting. As of July 24, 2015, Sellers Capital Master Fund, Ltd., directors and executive officers of the Company and their affiliates beneficially owned approximately 33% of the issued and outstanding shares of the Company’s common stock entitled to vote at the Special Meeting.

The closing of the Merger is subject to certain regulatory approvals, including the filing with, and approval of, the SEC of this proxy statement, and the approval by the NASDAQ of (i) the Company’s issuance of shares of the Company’s common stock as consideration for the Merger, (ii) the listing of the shares of the Company’s common stock issuable upon exchange of Exchangeable Shares, (iii) the listing of the shares of the Company’s common stock to be issued upon conversion of the Convertible Note, and (iv) the listing of the shares of the Company’s common stock to be issued in connection with Future Contingent Payments. In addition, the Company may be required to give notice under Section 12 of the Investment Canada Act.

The following agreements have been entered into in connection with the Merger or will be entered into at the closing of the Merger:

At the closing of the Merger, the Company and Exchangeco will enter into the Support Agreement, which will set forth terms related to the Exchangeable Shares and will contain certain covenants governing the relationship between the Company and Exchangeco so long as Exchangeable Shares are outstanding. The form of Support Agreement is attached as Annex E to this proxy statement.

In connection with the execution of the Merger Agreement, the Company and the Dinoking Shareholders entered into a Success Payment Agreement, which provides for the payment by the Company to the Dinoking Shareholders of the Future Contingent Payments based on Dinoking’s execution of certain third-party agreements. The Success Payment Agreement is attached as Annex F to this proxy statement.

In connection with the execution of the Merger Agreement, Sellers Capital Master Fund, Ltd., the Company’s largest shareholder, and each director and executive officer of the Company entered into Shareholder Voting Agreements with Dinoking, pursuant to which they have agreed to vote in favor of the Merger Proposals at the Special Meeting. The Shareholder Voting Agreement entered into among Dinoking and Sellers Capital Master Fund, Ltd. is attached as Annex G-1 and the form of Shareholder Voting Agreement entered into among the Dinoking and each director and executive officer of the Company is attached as Annex G-2 to this proxy statement.

At the closing of the Merger, the Company will enter into the Corporate Governance Agreement with the Dinoking Shareholders, pursuant to which the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) will have the right as of the closing of the Merger to appoint up to four members of the Company’s Board of Directors, which is then required to be composed of seven members. If the DK Group appoints four directors, it will have majority control over the Company’s Board of Directors. The Corporate Governance Agreement also provides that Mr. Bao will be appointed Executive Chairman of the Board and the President of the Company. This board appointment provision, along with other related provisions in the Corporate Governance Agreement, also applies to each subsidiary of the Company. The form of Corporate Governance Agreement is attached as Annex H to this proxy statement.

At the closing of the Merger, the Company will enter into a Registration Rights Agreement with the DK Group. Pursuant to the Registration Rights Agreement, the Company will be required to register with the SEC the shares of the Company’s common stock held by the DK Group and their permitted assigns upon demand at any time after the closing of the proposed Merger, and the parties will be required to provide customary mutual indemnities in connection with such registration. The form of Registration Rights Agreement is attached as Annex I to this proxy statement.

Pursuant to the Corporate Governance Agreement, the DK Group will have the right, at the closing of the Merger, to appoint up to four members of the Company’s Board of Directors, which will then be set at seven members. For more information on the directors Dinoking expects to elect to the Company’s Board of Directors, see the section entitled “Information About Directors to Be Appointed Upon Closing of the Merger” in this proxy statement.

There are no material U.S. federal income tax consequences to the Company’s current shareholders that will result from the Merger or the issuance of the shares of the Company’s common stock in connection with the Merger and in the transactions contemplated by the Merger Agreement.

The transaction will be accounted for as a reverse acquisition under the acquisition method of accounting, which requires determination of the accounting acquirer. The accounting guidance for business combinations, Accounting Standards Codification 805, provides that in identifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including the relative voting rights of the shareholders of the constituent companies in the combined company, the existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest, the composition of the board of directors and senior management of the combined company, the relative size of each company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

Dinoking will be entitled to designate the majority of the board of directors of the combined company, and the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) will receive approximately 47% of the equity securities and voting rights of the combined company. As such, Dinoking is considered to be the acquirer of the Company for accounting purposes. This means that Dinoking will allocate the purchase price to the fair value of the Company’s assets and liabilities at the acquisition date, with any excess purchase price being recorded as goodwill.

Although the Company and Dinoking are both in the business of providing exhibition content and related services to their customers, the nature of each company’s customer arrangements and the underlying performance obligations or deliverables are substantially different. Dinoking recognizes revenue under its customer arrangements related to the following deliverables: the provision of animatronic equipment under lease arrangements (and related executory items), exhibition design support, and equipment installation support and training. The Company recognizes revenue under its customer arrangements related to the following deliverables: license of exhibition content and exhibition set up, management and merchandising services.

The predominant deliverable in Dinoking’s customer arrangements is animatronic equipment that is explicitly identified in those arrangements, and Dinoking conveys the right to use that equipment to its customers for a term specified in the arrangement. The equipment is purchased by Dinoking from an independent third party, and Dinoking does not hold any intellectual property related to the equipment. Any software embedded in the animatronic equipment (related to motion sensors or programmed movements) is incidental to the equipment overall. Therefore, the equipment has a finite life and does not meet the characteristics of assets excluded from the scope of Accounting Standards Codification Topic 840, Leases (“Topic 840”). In contrast, the Company’s exhibition arrangements contain licenses to exhibitry that contains artifacts, anatomical specimens and organs, and related content built around such artifacts and specimens. This exhibitry is consistent with the types of intangibles that are excluded from the scope of Topic 840.

Accordingly, Dinoking’s customer arrangements are primarily within the scope of Topic 840 while the Company’s customer arrangements are primarily service arrangements accounted for in accordance with SAB Topic 13, Revenue Recognition and other applicable guidance. Both the Company and Dinoking apply the provisions of Accounting Standards Codification Subtopic 605-25, Revenue Recognition – Multiple Element Arrangements, to determine whether to separate the deliverables in its arrangements for accounting purposes, and if so, how to allocate the arrangement consideration to those deliverables. In the case of Dinoking arrangements within the scope of Topic 840, this is limited to separation of deliverables and allocation of fees for deliverables within the scope of Topic 840 (lease deliverables) from those not within its scope (non-lease deliverables).

Either the Company or Dinoking may terminate the Merger Agreement if any condition applicable to its obligation to close the proposed Merger is not satisfied on or before the “Drop Dead Date.” In the Merger Agreement, the“Drop Dead Date” is defined as September 29, 2015 or such later date as may be agreed upon by the Company, Dinoking, and the Dinoking Shareholders, subject to certain exceptions, limitations, and conditions as set forth in the Merger Agreement.

If the Company terminates the Merger Agreement in order to enter into a definitive written agreement with respect to a superior acquisition proposal, or if Dinoking terminates the Merger Agreement as a result of any of the conditions precedent to the Merger for the benefit of Dinoking not having been satisfied (other than those conditions relating to changes in the accuracy of the Company’s representations and warranties between the date of the Merger Agreement and the Effective Date) or as a result of the Company having failed to recommend its approval by its shareholders of the Merger Proposals or the Company approving a superior acquisition proposal, the Company must pay a $1,000,000 break-up fee to Dinoking.

On September 30, 2014, the Company entered into a Secured Promissory Note and Guarantee with each of two affiliates of Pentwater Capital Management LP (the “Pentwater Notes”). The Pentwater Notes provided for a loan to the Company in the aggregate amount of $8.0 million. The Pentwater Notes provided for the payment by the Company of interest on a monthly basis at the rate of 12% per annum, and the Pentwater Notes included a maturity date of March 31, 2015. The terms of the Pentwater Notes provided the basis for the negotiation of an assumption and assignment of the Pentwater Notes and amendments to the facility under the Pentwater Notes, including an extension of maturity to April 2, 2016 to add the conversion feature and additional remedies and to remove certain covenants of the Company. The Convertible Note was issued by the Company to Mr. Daoping Bao, as agent (the “Agent”) for the various lenders listed therein on April 2, 2015 in connection with the execution of the Merger Agreement. The Convertible Note was issued by the Company to the Agent as an amendment and restatement of the Pentwater Notes and included an increase in the aggregate principal amount to $13,500,000. As of June 30, 2015, the principal amount of the Convertible Note has been drawn down by the additional $5,500,000 available to the Company.

The principal amount of the Convertible Note plus all accrued and unpaid interest will automatically convert into 3,013,393 shares of the Company’s common stock, at a conversion price of $4.48 per share, on the first business day after the Company’s shareholders approve the issuance of the common stock of the Company on the conversion (Proposal 3).

For historical audited financial statements of Dinoking for its fiscal years ended December 31, 2014 and 2013 and unaudited financial statements for its quarterly period ended March 31, 2015, see “Audited Consolidated Financial Statements of Dinoking Tech Inc.” and “Unaudited Consolidated Financial Statements of Dinoking Tech Inc.” beginning on pages F-1 and F-20, respectively, of this proxy statement.

For pro forma financial statements of the combined company that will result from the Merger, see “Unaudited Pro Forma Condensed Combined Financial Statements” in Annex A. A summary of the pro forma financial information begins on page [Ÿ] of this proxy statement.

The Company’s Board of Directors has unanimously (with the exception of one abstension) determined that the Merger is in the best interests of the Company and its shareholders and has approved the Merger, the Merger Agreement, and each of the Merger Proposals set forth in this proxy statement. The Board of Directors recommends that the Company shareholders vote “FOR” each of the Merger Proposals and “FOR” the Adjournment Proposal.

The Special Meeting will be held at the Courtyard by Marriott – Buckhead, 3332 Peachtree Road, N.E., Atlanta, Georgia 30326 on September [Ÿ], 2015 at 9:00 a.m., local time.

The Board of Directors has fixed the close of business on [·], 2015 as the record date for the determination of shareholders entitled to receive notice of, and to vote at, the Special Meeting. As of [·], 2015, there were [·] shares of the Company’s common stock outstanding and entitled to vote and [·] holders of record.

The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve each of the Merger Proposals and the Adjournment Proposal. You may cast separate votes on each proposal.

Abstaining votes, but not broker non-votes, will be counted for purposes of determining whether a quorum is present. Abstaining votes and broker non-votes will have no effect on the outcome of any of the proposals.

If any of the Merger Proposals do not receive the requisite shareholder approval, Dinoking will not be obligated to close the Merger even if shareholders vote to approve any or all of the other Merger Proposals. The Company would be authorized to agree to proceed with any or all of the approved Merger Proposals and restructure the terms and conditions of the Merger. The Company would have no obligation to do so.

The Company’s Board of Directors reserves the right, subject to payment of the break-up fee, to cancel or defer the timing of the Merger, even if the Company’s shareholders vote to approve all of the Merger Proposals and the other conditions to completion of the Merger are satisfied or waived, if the Board of Directors determines that the Merger is no longer advisable and in the best interests of the Company and its shareholders.

Under Florida law, the Company’s shareholders do not have any “dissenters’ rights” or rights to an appraisal of the value of their shares in connection with the Merger or the issuance of the shares of the Company’s common stock at the closing of the Merger, upon the exchange of Exchangeable Shares, in connection with Future Contingent Payments, or upon the conversion of the Convertible Note.

In addition to the other information contained in, or incorporated by reference into, this proxy statement (including the risk factors applicable to the Company contained under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended February 28, 2015), the following factors should be considered carefully when considering risks related to the Merger, the proposals described in this proxy statement, and the combined company. These risks and uncertainties are not the only risks the Company, Dinoking, and the combined company may face, nor do they include all of the risks and uncertainties associated with the Merger. If any such risks actually occur, the business, prospects, financial condition, cash flows, and operating results of the Company, Dinoking, and the combined company could be materially adversely affected. See the section entitled “Where You Can Find Additional Information” in this proxy statement for a list of the documents incorporated by reference into this proxy statement.

The Merger is subject to conditions to closing that could result in the Merger being delayed or not consummated and can be terminated in certain circumstances, each of which could negatively impact the Company’s stock price and future business and operations.

The Merger is subject to conditions to closing as set forth in the Merger Agreement, including obtaining the requisite approval of the Company’s shareholders. In addition, each of the Company and Dinoking has the right, in certain circumstances, to terminate the Merger Agreement. See the section of this proxy statement entitled “Merger Agreement” for a summary of such conditions and termination rights. If the Merger Agreement is terminated or any of the conditions to the Merger are not satisfied and, where permissible, not waived, the Merger will not be consummated. Failure to consummate the Merger or any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger may adversely affect the Company’s stock price or have an adverse impact on the Company’s future business operations.

If the Merger is not completed, the Company’s ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

In addition, we could be subject to litigation related to any failure to complete the Merger or related to any proceeding commenced against us seeking to require us to perform the Company’s obligations under the Merger Agreement.

The Merger will present challenges associated with integrating operations, personnel, and other aspects of the companies and assumption of liabilities that may exist at Dinoking and which may be known or unknown by the Company.

The results of the combined company following the Merger will depend in part upon the Company’s ability to integrate Dinoking’s business with the Company’s business in an efficient and effective manner. The Company’s attempt to integrate two companies that have previously operated independently may result in significant challenges, and the Company may be unable to accomplish the integration smoothly or successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. Dinoking has operated in Canada and exists under the laws of the province of British Columbia, with substantially all of its personnel and operations in Canada. The integration will require the dedication of significant management resources to become familiar with the Canadian operations and the culture of Dinoking, which may temporarily distract management’s attention from the day-to-day operations of the businesses of the combined company. In addition, the combined company may adjust the way in which Dinoking or the Company has conducted its operations and utilized its assets, which may require retraining and development of new procedures and methodologies. The process of integrating operations and making such adjustments after the Merger could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss of key personnel. Employee uncertainty, lack of focus, or turnover during the integration process may also disrupt the businesses of the combined company. Any inability of management to integrate the operations of the Company and Dinoking successfully could have a material adverse effect on the business and financial condition of the combined company.

In addition, the Merger will subject the Company to contractual or other obligations and liabilities of Dinoking, some of which may be unknown. Although the Company and its legal and financial advisors have conducted due diligence on Dinoking and its business, there can be no assurance that the Company is aware of all obligations and liabilities of Dinoking. These liabilities, and any additional risks and uncertainties related to Dinoking’s business and to the Merger not currently known to the Company or that the Company may currently be aware of, but that prove to be more significant than assessed or estimated by the Company, could negatively impact the business, financial condition, and results of operations of the combined company following consummation of the Merger.

The pro forma financial statements are presented for illustrative purposes only and may not be an indication of the combined company's financial condition or results of operations following the Merger.

The pro forma financial statements contained in this proxy statement are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Merger for several reasons. For example, the pro forma financial statements have been derived from the historical financial statements of the Company and Dinoking and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Merger. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Merger. For example, the impact of any incremental costs incurred in integrating the Company and Dinoking is not reflected in the pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the Merger. The Company’s stock price may be adversely affected if the actual results of the combined company fall short of the pro forma financial statements contained in this proxy statement. See the Unaudited Pro Forma Condensed Combined Financial Statements attached as Annex A to this proxy statement.

Completion of the Merger, including the conversion of the Convertible Note, would result in the issuance of a significant amount of additional shares of the Company’s common stock, which would reduce the voting power of the Company’s current shareholders and may depress the trading price of the Company’s common stock.

Completion of the Merger would result in the issuance of a significant amount of shares the Company’s common stock. Upon completion of the Merger, assuming conversion of the Convertible Note, but prior to any potential issuance of shares of the Company’s common stock in connection with Future Contingent Payments, the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) would together hold shares of the Company’s common stock and Special Voting Shares that represent approximately 47% of the equity and voting power of the Company. The Company’s shareholders would experience further dilution in their voting power in the event we issue shares of the Company’s common stock as Future Contingent Payments to the Dinoking Shareholders. As a result, the Company’s existing shareholders will not exert the same degree of voting power with respect to the combined company that they did before the consummation of the Merger. Further, the issuance of such a significant amount of common stock, and its potential sale in the public market from time to time, could depress the trading price of the Company’s common stock and you may lose all or a part of your investment.

If any of the Merger Proposals are not approved by the Company’s shareholders, Dinoking may decide to terminate the Merger Agreement or we may restructure the terms of the Merger.

The Company’s shareholders must approve all of the Merger Proposals as a condition to the closing of the Merger. If the Company’s shareholders fail to approve any of the Merger Proposals, Dinoking may terminate the Merger Agreement or we may decide to propose a restructuring of the terms of the Merger. In addition, if we terminate the Merger Agreement in order to enter into a definitive written agreement with respect to a superior acquisition proposal, or if Dinoking terminates the Merger Agreement as a result of any of the conditions precedent to the Merger for the benefit of Dinoking not having been satisfied (other than those conditions relating to changes in the accuracy of the Company’s representations and warranties between the date of the Merger Agreement and the Effective Date) or as a result of us having failed to recommend its approval by our shareholders of the Merger Proposals or the Company approving a superior acquisition proposal, we must pay a $1,000,000 break-up fee to Dinoking. We can provide no assurance that Dinoking would be receptive to renegotiating the terms of the Merger and the Merger Agreement, or whether we would be able to negotiate terms that are as favorable as the terms currently proposed. In addition, a renegotiation of the Merger Agreement would further delay the closing of the Merger and would cause us to incur additional costs and expenses.

The value of Dinoking to us is based in large part on the profitability of its existing dinosaur and other exhibitions, its plans for expansion into China, and its potential ability to extend the Company’s exhibitions into China. This requires us to make assumptions regarding the valuation of Dinoking, the profitability and popularity of Dinoking’s exhibitions, and the estimated capital needs of Dinoking as it works to expand into China. Dinoking’s exhibitions may not remain profitable or Dinoking may be unable able to have profitable exhibitions in the future. In addition, expanding into a new territory such as China involves significant capital expenditures and we may be required to seek additional financing to fund Dinoking’s, as well as the Company’s, potential expansion into China. Furthermore, Dinoking’s or the Company’s exhibits may not be profitable in China. If, after the Company’s combination with Dinoking, we are unable to maintain the profitability of Dinoking’s existing exhibitions, develop new exhibition concepts for Dinoking, or successfully expand into China, we may not achieve the desired return on the Company’s acquisition of Dinoking, and the Company’s results of operations could be harmed.

The Company will incur significant transaction, combination-related and restructuring costs in connection with the Merger.

The Company expects to incur transaction fees and other expenses related to the Merger totaling approximately $1,000,000, including filing fees, legal and accounting fees, soliciting fees, regulatory fees, and printing and mailing costs. The Company also expects to incur significant costs associated with combining the operations of the two companies. It is difficult to predict the amount of these costs before we begin the integration process. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from efforts to integrate the operations of the two companies. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, can offset incremental transaction, combination-related, and restructuring costs over time, we may not be able to achieve this net benefit in the near term, or at all. If the Merger is not completed, the Company would have to recognize these expenses without realizing the expected benefits of the Merger.

The officers and directors of the Company may have interests that are different from the interests of the Company’s shareholders.

The Merger may constitute a change of control under the Company’s 2009 Equity Incentive Plan, as amended (the “Plan”), in the event the DK Group obtains more than 50% of the Company’s outstanding common stock or voting securities, which may occur upon the payment of Future Contingent Payments in shares of the Company’s common stock, or upon the DK Group’s appointment of four members to the Company’s Board of Directors pursuant to the Corporate Governance Agreement. Assuming that the Merger results in a change in control of the Company, any unvested equity incentive awards (stock options) that are outstanding would become vested. As of the date of this proxy statement, only the Company’s Chief Financial Officer and Chief Operating Officer, Michael J. Little, holds unvested stock options which would vest and become exercisable upon a change in control of the Company and Mr. Little’s termination by the Company “without cause” or his resignation from the Company with “good reason” within two years from the date of such change of control (as set forth in his employment agreement). In addition, the Company has agreements with certain executive officers that provide for severance benefits or certain payments if either the combined company terminates his or her employment “without cause,” or the officer terminates his or her employment for “good reason” following the Merger (as set forth in their respective employment agreements). For more information, see the section entitled “Interests of Certain Persons in Matters to Be Acted Upon” in this proxy statement.

After the closing of the Merger, the DK Group will be the Company’s largest shareholder and may have interests that are different than other shareholders of the Company.

Upon the closing of the Merger, and assuming conversion of the Convertible Note, but prior to payment of Future Contingent Payments, the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) would together hold shares of the Company’s common stock and Special Voting Shares that represent approximately 47% of the voting power of the Company and would together be the Company’s largest shareholder. The DK Group may also potentially control the Board of Directors depending on whether they exercise their right under the Corporate Governance Agreement to appoint four members to the Board of Directors, which will be composed of seven members. The DK Group may influence the outcome of various actions that require shareholder approval, including the election of the Company’s directors, delaying or preventing a transaction in which shareholders might receive a premium over the prevailing market price for their shares, and preventing changes in control of management.

The Merger may be deemed to be a change of control that would cause the Company to lose its ability to utilize its net operating loss carryforwards.

In the event the Merger is deemed to constitute a “change in control” (as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”)), the Company’s net operating loss carryforwards generated prior to the ownership change would be subject to annual limitations, which could reduce, eliminate, or defer the utilization of these losses. A “change in control” includes a more than 50% point increase in the ownership of our common stock by certain equity holders who are defined in Section 382 of the Code as “5% shareholders.” The Internal Revenue Service has viewed an acquisition of an ownership percentage in a company that is represented by certain equity instruments, including common shares, that are issued in connection with a change in the Board of Directors to include the holders of the equity instruments or their agents as indicative of a transfer of a beneficial ownership interest in a company under Section 382 of the Code. Accordingly, the DK Group’s appointment of four directors to the Board of Directors pursuant to the Corporate Governance Agreement together with the issuance of shares of common stock to the DK Group in connection with the Merger and in the transactions contemplated in the Merger Agreement could be viewed as contributing to a more than 50% point change in control of the Company under Section 382 of the Code.

The Merger Agreement contains provisions that may discourage other companies from trying to acquire the Company.

The Merger Agreement contains provisions that may discourage a third-party from submitting an acquisition or business combination proposal (referred to in this paragraph as an “acquisition proposal”) to the Company prior to the closing of the Merger that might result in greater value to the Company’s shareholders than the Merger. The Merger Agreement generally prohibits the Company from soliciting any alternative acquisition proposal, although the Company may terminate the Merger Agreement prior to the Special Meeting in order to accept an unsolicited acquisition proposal that the Company’s Board of Directors determines is superior to the Merger. In addition, before the Company’s Board of Directors may withdraw or modify its recommendation contained in this proxy statement or the Company may terminate the Merger Agreement to enter into a transaction that the Company’s Board of Directors determines is superior to the Merger, Dinoking has the opportunity to negotiate with the Company to modify the terms of the Merger in response to any competing acquisition proposals that may be made. If the Company’s Board of Directors determines that an unsolicited acquisition proposal is superior to the Merger and terminates the Merger Agreement, the Company is obligated to pay a $1,000,000 break-up fee to Dinoking, which would represent an additional cost for a potential third-party seeking an acquisition of, or business combination with, the Company.

This proxy statement is furnished in connection with the solicitation of proxies of the Company’s shareholders by the Board of Directors of the Company for use at the Special Meeting to be held at the Courtyard by Marriott – Buckhead, 3332 Peachtree Road, N.E., Atlanta, Georgia 30326 on September [Ÿ], 2015 at 9:00 a.m., local time, and at any adjournments or postponements thereof. The Special Meeting is being called to consider the following matters:

The approval of Proposals 1 through 3, also known as the Merger Proposals, is necessary for the Company to complete the Merger, as contemplated by the Merger Agreement. See the sections entitled “The Merger” and “Merger Agreement” in this proxy statement for further information about the Merger and the Merger Agreement. If any of the Merger Proposals do not receive the requisite shareholder approval, Dinoking will not be obligated to close the Merger even if shareholders vote to approve any or all of the other Merger Proposals. The Company would be authorized to agree to proceed with any or all of the approved Merger Proposals and restructure the terms and conditions of the Merger. The Company would have no obligation to do so.

The holders of record of the Company’s common stock at the close of business on [·], 2015, the Record Date, are entitled to notice of, to attend, and to vote on the proposals at, the Special Meeting, or any adjournment or postponement thereof. On the Record Date, there were [·] shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting.

Each holder of the Company’s common stock is entitled to one vote for each share of common stock held as of the close of business on the Record Date. Shares of the Company’s common stock represented by properly executed proxies received before the Special Meeting will be voted at the Special Meeting in the manner specified on the proxies. Physical proxies that are properly executed and timely submitted but which do not contain specific voting instructions will be voted “FOR” each of the proposals to be voted on at the Special Meeting by the proxy holders. The proxy holders will use their discretion on any other proposals and matters that may be brought before the Special Meeting.

If you are a shareholder of record at the close of business on the Record Date, you may vote in person at the Special Meeting or by proxy. You have three ways to vote by proxy:

Instructions for using these convenient services for voting your proxy are set forth on the proxy card accompanying this proxy statement. Because the Internet and telephone services authenticate shareholders by use of a control number, you must have the Notice of Special Meeting or proxy card available in order to use these services to vote. Proxies submitted via the Internet or telephone must be received by 11:59 p.m., Eastern Time, on September [Ÿ], 2015. Proxies submitted by the mail must be received no later than [Ÿ] hours/days before the meeting on September [Ÿ], 2015. If you choose to vote via the Internet or telephone, you do not need to return the proxy card. The voting instructions above are for registered holders only.

If your shares of the Company’s common stock are held by a broker, bank, trust, or other nominee, then you are not the shareholder of record. Therefore, to vote at the Special Meeting, you must bring the appropriate documentation from your broker, bank, trust, or other nominee confirming your beneficial ownership of such shares. If you prefer to have your broker, bank, trust, or other nominee vote your shares for you, you should follow the directions provided by your broker, bank, trust, or other nominee, the voting instructions on the proxy card accompanying this proxy statement or the voter instruction form enclosed in the envelope with the proxy statement. Because each of the proposals to be considered at the Special Meeting constitutes a non-routine matter, your broker, bank, trust, or other nominee will only vote your shares of the Company’s common stock if you provide voting instructions. If you do not provide voting instructions, your shares of the Company’s common stock will be considered broker non-votes because the broker, bank, trust, or other nominee will not have discretionary authority to vote your shares.

You may revoke your proxy and/or change your vote at any time before your shares are voted at the Special Meeting. If you deliver a duly executed proxy, you may revoke any duly executed proxy given pursuant to this solicitation, at any time before it is voted, by doing any of the following:

If your shares are held through a broker, bank, trust, or other nominee, you should contact your broker, bank, trust or other nominee to change your vote.

The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve each of the Merger Proposals and the Adjournment Proposal.

In connection with the execution of the Merger Agreement, Sellers Capital Master Fund, Ltd., the Company’s largest shareholder, and each director and executive officer of the Company entered into a Shareholder Voting Agreement (a “Shareholder Voting Agreement”) with Dinoking, pursuant to which they have agreed to vote in favor of each of the Merger Proposals at the Special Meeting. As of July 24, 2015, Sellers Capital Master Fund, Ltd., directors and executive officers of the Company, and their affiliates beneficially owned approximately 33% of the issued and outstanding shares of the Company’s common stock entitled to vote at the Special Meeting.

As of the close of business on the Record Date, there were [●] shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting.

Abstaining votes, but not broker non-votes, will be counted for purposes of determining whether a quorum is present.

Abstaining votes will have no effect on the outcome of any of the proposals. For shares held in “street name” through a broker, bank, trust, or other nominee, the broker, bank, trust, or other nominee will not be permitted to exercise voting discretion with respect to any of the matters to be acted upon at the Special Meeting. Thus, if shareholders do not give their broker, bank, trust, or other nominee specific instructions, their shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. These are considered “broker non-votes.” Each of the Merger Proposals (Proposals 1 through 3) and the Adjournment Proposal (Proposal 4) are considered non-routine matters, and the broker, bank, trust, or other nominee cannot vote the shares on these proposals if it has not received voting instructions from the beneficial owner of the shares.

The Company’s Board of Directors has unanimously (with the exception of one abstension) approved the Merger, the Merger Agreement, and each of the Merger Proposals and recommends that the Company’s shareholders vote “FOR” each of the Merger Proposals and “FOR” the Adjournment Proposal. If any of the Merger Proposals do not receive the requisite shareholder approval, Dinoking will not be obligated to close the Merger even if shareholders vote to approve any or all of the other Merger Proposals. The Company would be authorized to agree to proceed with any or all of the approved Merger Proposals and restructure the terms and conditions of the Merger. The Company would have no obligation to do so. Dinoking also has the right to terminate the Merger Agreement if any of the Merger Proposals do not receive the requisite shareholder approval, in which case the Company must pay a $1,000,000 break-up fee to Dinoking. For a discussion of the reasons why the Board of Directors believes the Merger is in the best interests of the Company’s shareholders and why it approved the Merger and the Merger Agreement, see the section entitled “The Merger—Reasons for the Proposed Merger” in this proxy statement.

In order to carry out the business of the Merger Proposals and the Adjournment Proposal at the Special Meeting, a quorum, consisting of shareholders holding a majority of the shares entitled to vote at the Special Meeting, must be represented at the Special Meeting, either in person or by proxy. Abstaining votes, but not broker non-votes, will be counted for purposes of determining whether a quorum is present. Failure of a quorum to be represented at the Special Meeting will necessitate an adjournment or postponement of the Special Meeting, subject us to additional expense, and potentially delay the closing of the Merger.

This solicitation is being made on behalf of the Company by its Board of Directors, and the Company will bear the cost of soliciting proxies for the Special Meeting. Proxies may be solicited by directors, officers, or regular employees in person, by personal interview, telephone, electronic mail, or otherwise. None of the Company’s directors, officers, or employees will receive any additional compensation for soliciting proxies on behalf of the Board of Directors.

The Company has engaged Alliance Advisors, LLC to assist in the solicitation of proxies for the Special Meeting and estimates that it will pay Alliance Advisors, LLC a fee of approximately $12,000. The Company has also agreed to reimburse Alliance Advisors, LLC for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify Alliance Advisors, LLC against certain losses, costs, and expenses.

We know of no business that will be presented for consideration at the Special Meeting other than that described in this proxy statement. As to other business, if any, that may properly come before the Special Meeting, it is intended that proxies solicited by the Company’s Board of Directors will be voted according to the best judgment of the proxy holder(s).

A representative from Cherry Bekaert LLP, the Company’s independent auditors for the current fiscal year and for the year ended February 28, 2015, is expected to be present at the Special Meeting. The representative from Cherry Bekaert LLP will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

On April 2, 2015, the Company entered into a Merger Agreement with each of Dinoking, Exchangeco, and the Dinoking Shareholders, pursuant to which Exchangeco will acquire all of the outstanding capital stock of Dinoking, and Dinoking will become an indirect wholly-owned subsidiary of the Company, if the shareholders of the Company approve all of the Merger Proposals at the Special Meeting and the other conditions to completion of the Merger are satisfied or waived in accordance with the terms of the Merger Agreement.

The Company’s Board of Directors unanimously (with the exception of one abstension) approved the Merger, the Merger Agreement, and the Merger Proposals on April 2, 2015. No shareholder vote was required for entry into the Merger Agreement, and no shareholder vote is required for the consummation of the Merger itself pursuant to the Merger Agreement. We are, therefore, not seeking any approval or ratification of the Merger at the Special Meeting. Under Florida law, the Company’s shareholders do not have any “dissenters’ rights” or rights to an appraisal of the value of their shares in connection with the Merger or the Merger Proposals.

We are asking the Company’s shareholders to approve the issuance of the shares of the Company’s common stock as consideration for the Merger, including the Merger Shares, the shares issuable upon the exchange of the Exchangeable Shares, the shares potentially issuable as Future Contingent Payments, and the shares issuable upon conversion of the Convertible Note in order to comply with the NASDAQ Listing Rules, as further described below under “—NASDAQ Listing Rules.” In addition, the approval of the Company’s shareholders is required under Florida law in order to amend the Company’s Articles of Incorporation.

The shares of the Company’s common stock issuable as consideration for the Merger, including the Merger Shares, the shares issuable upon the exchange of the Exchangeable Shares, the shares potentially issuable as Future Contingent Payments, and the shares issuable upon conversion of the Convertible Note, as well the Special Voting Shares, will be issued in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act, as amended (the “Securities Act”).

For a description of the Company’s common stock, see the section entitled “Description of the Company’s Common Stock” in this proxy statement.

The Company will only be able to complete the Merger as contemplated by the Merger Agreement if all of the Merger Proposals are approved by the Company’s shareholders at the Special Meeting. If any of the Merger Proposals do not receive the requisite shareholder approval, Dinoking will not be obligated to close the Merger even if shareholders vote to approve any or all of the other Merger Proposals. The Company would be authorized to, but would not be obligated to, agree to proceed with any or all of the approved Merger Proposals and propose a restructuring of the terms and conditions of the Merger. Dinoking also has the right to terminate the Merger Agreement if any of the Merger Proposals do not receive the requisite shareholder approval, in which case the Company must pay a $1,000,000 break-up fee to Dinoking.

If all of the Merger Proposals are approved, upon the closing of the Merger, but prior to any payment of Future Contingent Payments, the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) would together hold shares of the Company’s common stock and Special Voting Shares that represent approximately 47% of the voting power of the Company, and Sellers Capital Master Fund, Ltd. would no longer be the Company’s largest shareholder.

The Company’s Board of Directors reserves the right to cancel, subject to payment of the break-up fee, or defer the timing of the Merger, even if shareholders of the Company vote to approve all of the Merger Proposals and the other conditions to completion of the Merger are satisfied or waived, if the Company’s Board of Directors determines that the Merger is no longer advisable and in the best interests of the Company and its shareholders.

You should carefully read the “Risk Factors” section of this proxy statement prior to voting on any of the Merger Proposals.

The Company’s common stock is listed on the NASDAQ, and we are, therefore, subject to the NASDAQ Listing Rules. Although we are not required to obtain shareholder approval in connection with the Merger, we are required under NASDAQ Listing Rules 5635(a)(1), 5635(b), and 5635(d) to seek shareholder approval of the Company’s proposed issuance of shares of the Company’s common stock in connection with the Merger and in the transactions contemplated by the Merger Agreement.

NASDAQ Listing Rule 5635(a)(1) requires shareholder approval prior to the issuance of securities “in connection with” the acquisition of the stock or assets of another company, where due to the present or potential issuance of common stock (or securities convertible into or exercisable for common stock), other than a public offering for cash, the common stock to be issued (a) constitutes voting power in excess of 20% of the outstanding voting power prior to the issuance or (b) is or will be in excess of 20% of the outstanding common stock prior to the issuance. In addition, NASDAQ Listing Rule 5635(b) requires shareholder approval prior to the issuance of securities when such issuance or potential issuance will result in a change of control of a company.

NASDAQ may deem a change of control to occur when, as a result of an issuance, an investor or a group would own, or have the right to acquire, 20% or more of the outstanding shares of common stock or voting power and such ownership or voting power would be the largest ownership position of the issuer. Following the closing of the Merger, assuming conversion of the Convertible Note, but prior to any payment of any Future Contingent Payments by the Company, the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) would hold shares of the Company’s common stock and Special Voting Shares that represent approximately 47% of the voting power of the Company, which would constitute a “change of control” under the NASDAQ Listing Rules.

In addition, under NASDAQ Listing Rule 5635(d), prior shareholder approval is required for the issuance, other than in a public offering, of securities convertible into common stock at a price less than the greater of book or market value of the common stock if the securities are convertible into 20% or more of a company’s common stock. NASDAQ has previously indicated that it will consider a series of issuances of shares to be a single issuance if certain factors exist, such as whether the individuals receiving shares in the issuances are the same, whether the issuances were planned at the same time, whether the issuances are contingent upon each other, the timing of the Board of Directors approval for the issuances, and the timing of the issuances. While the price for shares issuable upon the consummation of the Merger or the conversion of the Convertible Notes will equal or exceed the greater of the book or market value of the Company's common stock, the issuance of shares in connection with Future Contingent Payments may be at the price that is less than the greater of the book or market value of the Company’s common stock.

Therefore, we are requesting that the Company’s shareholders approve each issuance of the Company’s common stock in connection with the Merger and the transactions contemplated by the Merger Agreement in order to comply with the NASDAQ Listing Rules.

Issuance of Common Shares and Registration Rights; Listing of Common Shares on NASDAQ

The issuance of the shares of the Company’s common stock as consideration for the Merger, including the Merger Shares, the shares issuable upon the exchange of the Exchangeable Shares, the shares potentially issuable as Future Contingent Payments, and the shares issuable upon conversion of the Convertible Note, as well as the issuance of the Special Voting Shares, will be exempt from registration under the Securities Act by reason of Section 4(a)(2) thereof. Therefore, the shares of the Company’s common stock issued in connection with the Merger and in transactions contemplated by the Merger Agreement may not be resold unless the shares become registered under the Securities Act or an exemption from registration is available.

At the closing of the Merger, the Company will enter into a Registration Rights Agreement with the Dinoking Shareholders. Pursuant to the Registration Rights Agreement, the Company will be required to register with the SEC the shares of the Company’s common stock held by the Dinoking Shareholders and their permitted assigns upon demand at any time after the closing of the proposed Merger, and the parties will be required to provide customary mutual indemnities in connection with such registration. The form of Registration Rights Agreement is attached as Annex I to this proxy statement.

The approval by NASDAQ of the listing of the shares of the Company’s common stock issued as consideration for the Merger, including the Merger Shares, the shares issuable upon the exchange of the Exchangeable Shares, the shares potentially issuable as Future Contingent Payments, and the shares issuable upon conversion of the Convertible Note is a condition to the closing of the Merger.

PROPOSAL 1 – AMENDMENT TO THE COMPANY’S AMENDED ARTICLES OF INCORPORATION
TO CREATE THE SPECIAL VOTING SHARES

The following summary of the amendment described in this proposal is qualified in its entirety by the proposed text of the Amendment to the Company’s Amended Articles of Incorporation, which is attached as Annex C to this proxy statement.

We currently estimate that, at the closing of the Merger, the Company will issue 1,434,723 shares of the Company’s common stock to the Dinoking Shareholders as consideration for the acquisition of all of the outstanding shares of Dinoking’s capital stock, or, at the election of each Dinoking Shareholder, in Exchangeable Shares (in each case, subject to adjustment in accordance with the terms of the Merger Agreement). Exchangeable Shares are non-voting exchangeable shares in the capital of 1032403 B.C. Ltd., a wholly-owned subsidiary of the Company existing under the laws of the province of British Columbia (referred to as “Exchangeco”). Exchangeable Shares are immediately exchangeable on a one-for-one basis at the option of the holder into shares of the Company’s common stock.

Subject to the closing of the Merger, the Company proposes to issue to each of the Dinoking Shareholders one share of a newly created class of stock of the Company that provides for voting rights in the Company equal to the number of Exchangeable Shares held by the holder. These shares are referred to as the “Special Voting Shares.” To accomplish this, the Company will be required to authorize and issue the Special Voting Shares. An amendment to the Company’s Amended Articles of Incorporation will be required to authorize and issue the Special Voting Shares.

The amendment to the Company’s Amended Articles of Incorporation, if approved, would authorize the creation of two new classes of Special Voting Shares to be designated as Class 1 Special Voting Stock (the “Class 1 Stock”) and Class 2 Special Voting Stock (the “Class 2 Stock”). If approved, a single share of Class 1 Stock and a single share of Class 2 Stock would be authorized and, following completion of the Merger, outstanding. The share of Class 1 Stock and the share of Class 2 Stock would be entitled to a number of votes with respect to any matter properly submitted to a vote of the Company’s shareholders equal to the number of Exchangeable Shares held by the holder of such share at the time of such vote, and except as otherwise required by law, the holders of the Company’s common stock and the holders of the Class 1 Stock and Class 2 Stock will vote together as a single class with the holders of the Company’s common stock on all matters properly submitted to a vote of the holders of the Company’s common stock, including the election of directors. The Class 1 Stock and the Class 2 Stock are identical; the Class 1 Stock will be issued to one Dinoking Shareholder, and the Class 2 Stock will be issued to another Dinoking Shareholder.

In the event of any liquidation, dissolution, or winding up of the Company, the holders of the Class 1 Stock and Class 2 Stock will not be entitled to receive any assets of the Company available for distribution to the Company’s shareholders. The share of the Class 1 Stock and the share of the Class 2 Stock will not be entitled to receive dividends and will not be redeemable. In addition, such shares cannot be converted into, or exchanged for, shares of any other series or class of capital stock of the Company. At such time as the Class 1 Stock or the Class 2 Stock has no votes attached to it because there are no Exchangeable Shares held by the holder of such stock, the share of Class 1 Stock or Class 2 Stock, as applicable, will be cancelled. For additional information concerning the terms of Exchangeable Shares, see “Proposal 2—Issuance of Premier Common Stock as Consideration for the Merger” in this proxy statement.

If Proposal 1 is not approved by the Company’s shareholders, we will not be able to create and issue the Special Voting Shares to the Dinoking Shareholders as contemplated by the Merger Agreement, which may cause Dinoking to terminate the Merger Agreement and the Company to pay the $1,000,000 break-up fee, or require us to propose a restructuring of the terms of the Merger.

The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve Proposal 1. Abstentions and broker non-votes will have no effect on Proposal 1.

The Company’s Board of Directors recommends that shareholders vote “FOR” Proposal 1.

The following summary of the terms and conditions of the issuance of shares of the Company’s common stock as consideration for the Merger, including the Merger Shares, the shares issuable upon the exchange of the Exchangeable Shares, and shares potentially issuable as Future Contingent Payments, is qualified in its entirety by reference to the text of the Merger Agreement, the Support Agreement, and the Success Payment Agreement, attached as Annex B, Annex E, and Annex F to this proxy statement, respectively.

We currently estimate that, at the closing of the Merger, the Company will issue 1,434,723 shares of the Company’s common stock to the Dinoking Shareholders as consideration for the acquisition of all of the outstanding shares of Dinoking’s capital stock or, at the election of each Dinoking Shareholder, Exchangeable Shares (in each case, subject to adjustment in accordance with the terms of the Merger Agreement). Exchangeable Shares are non-voting exchangeable shares in the capital of Exchangeco. Exchangeable Shares are immediately exchangeable on a one-for-one basis at the option of the holder into shares of the Company’s common stock.

Subject to an adjustment ratio set forth in the Merger Agreement, the exchange ratio per Dinoking share is also follows: (i) 342.582 shares of the Company or 342.582 Exchangeable Shares per each share of Dinoking common stock and (ii) 395.565 shares of the Company or 395.565 Exchangeable Shares per each share of Dinoking preferred stock.

For a detailed description of the terms of the Exchangeable Shares, see the section entitled “The Merger—Securities to Be Issued by Premier in the Proposed Merger—Exchangeable Shares” in this proxy statement.

Subject to the closing of the Merger, the Company has agreed to Future Contingent Payments to the Dinoking Shareholders of up to $8,562,715 payable in either cash or shares of the Company’s common stock upon the satisfaction by Dinoking of conditions precedent relating to the execution of specified exhibition and joint venture agreements with third-parties meeting the requirements set forth in the Success Payment Agreement.

Assuming all of the conditions are satisfied that would trigger the three separate Future Contingent Payments provided for under the Success Payment Agreement, the Company will be required to issue a minimum of 1,309,162 shares of the Company’s common stock to the Dinoking Shareholders. We currently estimate that if all of the conditions to the Future Contingent Payments are satisfied after the closing of the Merger and the Dinoking Shareholders elect to receive shares of the Company’s common stock as payment for the Future Contingent Payments, that we would issue up to a maximum of 856,271,455 shares of the Company’s common stock in connection therewith, assuming that the Company’s stock price was $0.01 based on the 60-day volume weighted average price ending immediately prior to the date of each of the three separate triggering events.

In the event that the conditions to the Future Contingent Payments are satisfied prior to the closing of the proposed Merger, the Merger Agreement includes an adjustment formula pursuant to which additional shares of the Company’s common stock and/or Exchangeable Shares will be issued to the Dinoking Shareholders in connection with the closing of the proposed Merger, in lieu of the consideration for the Future Contingent Payments being issued under the Success Payment Agreement.

If the Future Contingent Payments are triggered and are paid in shares of common stock of the Company, the common stock of the Company will be valued at the lower of:

If Proposal 2 is not approved by the Company’s shareholders, we will not be able to issue shares of the Company’s common stock to the Dinoking Shareholders as consideration for the Merger, including the Merger Shares, the shares issuable upon exchange of the Exchangeable Shares, and shares potentially issuable as Future Contingent Payments, which may cause Dinoking to terminate the Merger Agreement and the Company to pay the $1,000,000 break-up fee to Dinoking, or cause us to propose a restructuring of the terms of the Merger.

The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve Proposal 2. Abstentions and broker non-votes will have no effect on Proposal 2.

The Company’s Board of Directors recommends that shareholders vote “FOR” Proposal 2.

PROPOSAL 3 – ISSUANCE OF PREMIER COMMON STOCK UPON CONVERSION
OF THE CONVERTIBLE NOTE

The following summary of the material terms of the Convertible Note may not contain all the information about the Convertible Note that is important to you and is qualified in its entirety by reference to the Convertible Note, a copy of which is attached as Annex J to this proxy statement. You are encouraged to read the Convertible Note carefully and in its entirety because it is the legal document that governs the Convertible Note and the Company’s proposed issuance of shares of common stock upon the conversion of the Convertible Note.

The Pentwater Notes were guaranteed by each of RMS Titanic, Inc., Premier Exhibition Management LLC, Arts and Exhibitions International LLC, and Premier Merchandising, LLC, all of which are subsidiaries of the Company. The Pentwater Notes were secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The security interest did not apply to the Titanic assets held by RMS Titanic, Inc., but applied to all revenues, contracts and agreements lawfully arising out of the Titanic assets.

The Pentwater Notes were assigned by the Lenders (as defined below) and provided the basis for the negotiation and execution of the Amended and Restated Secured Promissory Note and Guarantee that was issued by the Company to Mr. Daoping Bao, as agent (the “Agent”) for the various lenders listed therein (the “Lenders”), on April 2, 2015 in connection with the execution of the Merger Agreement (the “Convertible Note”).

In connection with the execution of the Convertible Note, the Agent, on behalf of the Lenders, took an assignment of the Pentwater Notes, pursuant to an Assignment and Assumption Agreement with the Pentwater entities. The Convertible Note was issued by the Company to the Agent as an amendment and restatement of the Pentwater Notes.

The Convertible Note was amended to provide an additional availability of $5,500,000 and that the Company may make additional draws of:

The Lenders were required to provide these draws only if, in either case, there was no event of default under the Convertible Note and, in the case of the second draw, the Company met projected cash flow requirements set forth in the Convertible Note. As of the date of this proxy statement, the Company has made both additional draws set forth above.

All unpaid principal, fees and accrued and unpaid interest under the Convertible Note are due and payable on April 2, 2016.

The unpaid principal amount of the Convertible Note will accrue interest at a rate of 12% per annum, provided that during an event of default the Convertible Note bears interest at a rate of 15% per annum. The Company may prepay the Convertible Note at any time at an amount equal to 105% of the principal amount. In addition, in connection with any mandatory prepayment or acceleration of the Convertible Note, including upon a change of control of the Company (other than a change of control resulting from the conversion of the Convertible Note), the Company must prepay the Convertible Note at an amount equal to 105% of the principal amount.

The principal amount of the Convertible Note will automatically convert into 3,013,393 shares of the Company’s common stock, at a conversion price of $4.48 per share, on the first business day after the Company’s shareholders have approved the issuance of the shares of the Company’s common stock issuable on such conversion. All accrued and unpaid interest of the Convertible Note will also automatically convert on the first business day after the Company’s shareholders approval. The Company is required to present the proposed issuance of the shares of the Company’s common stock on the conversion of the Convertible Note to the shareholders of the Company for consideration and vote at the Special Meeting pursuant to the Merger Agreement.

The Convertible Note is secured by all of the assets of each of the Company and the guarantors of the Convertible Note.

The Convertible Note contains customary restrictive covenants and events of default, including without limitation the following events of default:

Upon the occurrence and during the continuance of any event of default under the Convertible Note, the Lenders may declare the prepayment premium of 105% of the principal amount outstanding on the Convertible Note together with any interest thereon to be immediately due and payable and may enforce its security granted under the Convertible Note.

In the Convertible Note, the Company provides representations and warranties relating to the ownership by RMS Titanic, Inc. of the Titanic assets, the location of the Titanic assets, restrictions on the Titanic assets, agreements relating to the Titanic assets, and the court orders governing the Titanic assets. The Company also provides covenants relating to the operation and governance of RMS Titanic, Inc. as a separate and distinct corporate entity.

The Convertible Note is guaranteed by each of RMS Titanic, Inc., Premier Exhibition Management LLC, Arts and Exhibitions International LLC, and Premier Merchandising, LLC, all of which are subsidiaries of the Company. The Convertible Note is secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The security interest does not apply to the Titanic assets held by RMS Titanic, Inc., but applies to all revenues, contracts and agreements lawfully arising out of the Titanic assets.

The Lenders’ exercise of rights and remedies with respect to the stock of RMS Titanic, Inc. and any revenues, contracts and agreements lawfully arising out of the Titanic assets are expressly governed by and subject to the terms and conditions of the applicable court orders governing the ownership of the Titanic assets by RMS Titanic, Inc., which include (i) the Opinion issued by the United States District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 12, 2010; (ii) the Order issued by the United States District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 15, 2011; (iii) the Revised Covenants and Conditions for the Future Disposition of Objects Recovered from the R.M.S. Titanic by RMS Titanic, Inc. pursuant to an in specie salvage award granted by the United States District Court for the Eastern District of Virginia, dated as of August 15, 2011; and (iv) the Process Verbal, issued on October 12, 1993 by the Maritime Affairs Administrator for the Ministry of Equipment Transportation and Tourism, French Republic to Titanic Ventures Limited Partnership, together with the letter of intent of Titanic Ventures Limited Partnership dated September 22, 1993.

The conversion of the Convertible Note into shares of the Company’s common stock is contingent on the approval by the Company’s shareholders of Proposal 3. If Proposal 3 is not approved by the Company’s shareholders, the following will occur:

If Proposal 3 is not approved by the Company’s shareholders, we may need to seek additional financing to repay the Convertible Note when it becomes due and payable on April 2, 2016 and to fund the Company’s ongoing operations.

The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve Proposal 3. Abstentions and broker non-votes will have no effect on Proposal 3.

The Company’s Board of Directors recommends that shareholders vote “FOR” Proposal 3.

We may ask the Company’s shareholders to vote on a proposal to grant discretionary authority to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the adjournment to approve any of the Merger Proposals (Proposals 1 through 3). We currently do not intend to propose adjournment at the Special Meeting if there are sufficient votes to approve each of the Merger Proposals.

If the Company’s shareholders approve the Adjournment Proposal, we may adjourn the Special Meeting and use the additional time to solicit additional proxies, including proxies from the Company’s shareholders who have previously voted against any of the Merger Proposals.

If there are insufficient votes to approve any of the Merger Proposals at the Special Meeting and the Company’s shareholders do not approve the Adjournment Proposal, we may not be able to consummate the Merger as contemplated by the Merger Agreement and Dinoking and the Dinoking Shareholders may have the right to terminate the Merger Agreement and receive the $1,000,000 break-up fee from us.

The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve Proposal 4. Abstentions and broker non-votes will have no effect on Proposal 4.

The Board of Directors recommends that you vote “FOR” the Adjournment Proposal so that we can adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies.

We are in the business of presenting to the public museum-quality touring exhibitions around the world. Since the Company’s establishment, we have developed, deployed, and operated unique exhibition products that are presented to the public in exhibition centers, museums, and non-traditional venues. Income from exhibitions is generated primarily through ticket sales, third-party licensing, sponsorships and merchandise sales. We first became known for the Company’s Titanic exhibitions which present the story of the ill-fated ocean liner, the Titanic. The Titanic has captivated the imaginations of millions of people throughout the world since 1912 when she struck an iceberg and sank in the North Atlantic on her maiden voyage approximately 400 miles off the coast of Newfoundland. More than 1,500 of the 2,228 lives on board the Titanic were lost.

We own approximately 5,500 Titanic artifacts recovered from the wreck site 2½ miles below the ocean’s surface which we have the right to present at our exhibitions. In 1994, a federal district court declared us salvor-in-possession of the Titanic wreck and wreck site, and, as such, we have the exclusive right to recover additional objects from the Titanic wreck site. Through our explorations, we have obtained and are in possession of the largest collection of data, information, images and cultural materials associated with the Titanic shipwreck. We believe that our salvor-in-possession status puts us in the best position to provide for the archaeological, scientific and educational interpretation, public awareness, historical conservation and stewardship of the Titanic shipwreck. As of May 31, 2015, we had the ability to present eight concurrent Titanic exhibitions. Management continues to explore ways to expand the Titanic model beyond the exhibition business to broaden the Company’s reach.

In 2004, we diversified the Company’s exhibitions beyond the Titanic and into human anatomy by acquiring licenses that give us rights to present exhibitions of human anatomy sets, each of which contains a collection of whole human body specimens plus single human organs and body parts. As of May 31, 2015, we had the ability to present seven concurrent human anatomy exhibitions.

The Company’s exhibition management division includes the Company’s exhibition operations and merchandising operations, conducted under the Company’s wholly owned subsidiary, Premier Merchandising, LLC.

Additional information regarding the Company is included in the section entitled “Information About Premier” in this proxy statement.

The Company’s common stock is listed on the NASDAQ under the symbol “PRXI.” As of the Record Date, the closing price of the Company’s common stock on the NASDAQ was $[Ÿ] and there was a total of [Ÿ] shares of the Company’s common stock outstanding.

The principal executive offices for the Company and its subsidiaries are located at 3340 Peachtree Road, NE, Suite 900, Atlanta, Georgia 30326 and the Company’s telephone number is (404) 842-2600.

The Company is a Florida corporation and maintains websites located at www.prxi.com, www.bodiesrevealed.com, www.bodiestheexhibition.com, www.rmstitanic.net, www.thetitanicstore.com, www.titanictheexperience.com, www.thekingtutstore.com and www.dinosaursatlanta.com. Information on the Company’s websites is not incorporated by reference herein and is not deemed to be part of this proxy statement.

Dinoking was incorporated under the laws of the Province of British Columbia on November 10, 2006. Since its establishment, Dinoking has operated an international, industry-leading travelling exhibition business and has provided exhibition-based assets that are presented to the public in exhibition centers, theme parks and museums, and non-traditional venues. Income from exhibitions is generated through fixed-term contracts, or as a percentage of ticket sales of the exhibitor. Dinoking has one reportable operating segment—the rental of animatronic dinosaurs, fossils, and skeletons to indoor and outdoor exhibitions, primarily in Canada and the United States.

Dinosaurs Unearthed Corp. is a wholly-owned subsidiary of Dinoking, established in order to provide exhibition-based assets of Dinoking to exhibitions located within the United States.

Additional information regarding Dinoking is included in the section entitled “Information About Dinoking” in this proxy statement.

Dinoking’s executive offices are located at #110 – 11188 Featherstone Way, Richmond, BC Canada V6W 1K9, and its telephone number is (604) 277-0707. Dinoking’s Internet website is www.dinosaursunearthed.com. The contents of Dinoking’s website are not incorporated by reference herein and are not deemed to be part of this proxy statement.

The Company’s wholly-owned subsidiary, 1032403 B.C. Ltd., or Exchangeco, was formed by the Company under the laws of the Province of British Columbia solely for the purpose of the Merger. Exchangeco has no significant assets and has not engaged in any business operations or other activities to date and will not engage in any business operations or activities. In connection with the Merger, among other things, Exchangeco will obtain the benefit of a Support Agreement with the Company, to the extent the Merger is completed.

Exchangeco is authorized to issue Exchangeable Shares, as described in the section entitled “The Merger—Securities to be Issued by Premier in the Proposed Merger—Exchangeable Shares” in this proxy statement. In connection with the Merger, Exchangeco will issue Exchangeable Shares as part or all of the consideration for the Merger upon the election of the Dinoking Shareholders. Exchangeable Shares are exchangeable into shares of the Company’s common stock on a one-for-one basis at any time at the option of the holder of Exchangeable Shares and will have substantially the same economic and other rights as the Company’s common stock. Upon the closing of the Merger, holders of Exchangeable Shares will receive Special Voting Shares in the Company that will provide such holders the ability to vote along with the holders of the Company’s common stock as a single class. The Exchangeable Shares will not be listed on a securities exchange in the United States or elsewhere.

Exchangeco’s principal executive offices are located at 3340 Peachtree Road, NE, Suite 900, Atlanta, Georgia 30326 and its telephone number is (404) 842-2600.

The Company’s board unanimously approved the Merger and the Merger Agreement (other than Samuel Weiser, who abstained from voting on the Merger and the Merger Agreement). The Merger provides for the acquisition by the Company of all of the outstanding shares of the capital stock of Dinoking. The Merger cannot be completed as contemplated in the Merger Agreement unless the Company’s shareholders approve each of the Merger Proposals.

Upon completion of the Merger, Dinoking will become an indirect wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, Exchangeco will acquire all of the outstanding shares of Dinoking for a total consideration of 1,434,723 Merger Shares or, at the election of each Dinoking Shareholder, Exchangeable Shares (in each case, subject to adjustment in accordance with the terms of the Merger Agreement), which are shares in Exchangeco, a wholly-owned subsidiary of the Company, that will be exchangeable for shares of the Company’s common stock. Dinoking Shareholders will also receive Special Voting Shares that will provide for voting rights in the Company and may receive Future Contingent Payments from the Company, which are payable in either cash or shares of the Company’s common stock upon the completion of certain milestones.

Upon the closing of the Merger, and assuming conversion of the Convertible Note, but prior to payment of any Future Contingent Payments, the DK Group would together hold shares of the Company’s common stock and Special Voting Shares that represent approximately 47% of the voting power of the Company.

You are urged to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger. A copy of the Merger Agreement is included with this proxy statement as Annex B. For additional information about the Merger Agreement, see the section entitled “Merger Agreement” in this proxy statement.

The pending transaction between Dinoking and the Company was initially discussed with Daoping Bao, President of Dinoking, in early spring of 2014. During that time, the Company and Dinoking had entered into a commercial relationship in which one of Dinoking’s dinosaur exhibitions was placed into the Company’s Atlanta exhibition hall. As the two companies searched for ways to expand the relationship, Mr. Bao and Mr. Weiser, who was then Chief Executive Officer of the Company, discussed a proposed merger transaction. This proposed transaction would have resulted in the Company issuing common stock and cash consideration to Dinoking’s principal shareholders. However, as the transaction did not include growth capital financing for the Company’s projects in development, the Company elected to not move forward with the proposed transaction. While the Company’s management team believed that there was a very compelling strategic rationale for moving forward with Dinoking, the Company’s financial position at that time required the Company to focus its efforts on other potential transactions that included working capital for the Company’s current and future operations.

Throughout the late spring and over the summer of 2014, the Company continued to explore these other potential transactions with the help of J.P. Morgan Securities (“J.P. Morgan”), which the Company had engaged as its financial advisor. The Company and J.P. Morgan explored a number of different alternatives including other stand-alone strategic combinations, strategic combinations that included growth capital infusions and debt-only transactions. However, none of these potential opportunities were consummated.

In late August 2014, Dinoking’s financial advisor, PacBridge Partners (“PacBridge”), reached out to Mr. Weiser and expressed interest in restarting the strategic dialogue. In September 2014, Giovanni Wong, a principal at PacBridge, met with Mr. Weiser, the Company’s then-Executive Chairman, to discuss potential transaction structures that included, among others, a combination of the Company with Dinoking and having an investor group provide growth capital to address the Company’s liquidity issues.

While the conversations with PacBridge were ongoing, Mr. Weiser initiated discussions with Pentwater Capital (“Pentwater”) in early September 2014 about securing short-term financing in order to give the Company time to secure a long-term financing solution as well as to fund the Company’s build-out of the New York exhibition hall. These discussions were ultimately successful and the Company was able to secure an $8 million bridge loan facility on September 30, 2014 that had a maturity date of March 31, 2015. The Company’s Board of Directors made the decision to select the Pentwater transaction over a comparable transaction offered by PacBridge primarily due to the board’s desire to maintain flexibility regarding future strategic options. As Pentwater was a third-party financing source not interested in any other transaction with the Company, in comparison to PacBridge, whose financing included an eventual strategic combination with Dinoking, the Board of Directors was able to maintain the viability of all of its transaction options.

As the Company was finalizing the documentation relating to the Pentwater loan, the Company maintained strategic dialogues with a number of third-parties, including PacBridge, that were considering a strategic investment and business combination with the Company. These conversations were ongoing throughout September and October 2014. On October 15, 2014, Sellers Capital Master Fund Ltd. (“Sellers”), the Company’s largest shareholder, announced an agreement to sell its block of the Company’s stock to The Armada Group GP, Inc. (“Armada”). With this announcement, discussions with the PacBridge/Dinoking group, along with other potential strategic partners with whom the Company was in discussion, were paused pending the outcome of the Sellers/Armada transaction.

By late November 2014, the Sellers/Armada transaction fell through as we believe that Armada failed to fulfill its obligations under the transaction agreement. Following the break-up of the Sellers/Armada transaction, Mr. Weiser reinitiated discussions with the PacBridge/Dinoking group as well as one other interested party. Both of these groups re-engaged with the Company and performed due diligence on their respective businesses and operations throughout late November and December 2014. In late December 2014, PacBridge and Dinoking presented the Company with a written, non-binding letter of intent (the “LOI”) outlining the terms of their proposed transaction. The other party provided the Company with an outline of their proposed transaction verbally to the Company.

The key terms of both proposals were presented to the Company’s Board of Directors for their consideration. After careful deliberation, the board authorized Mr. Weiser and Mr. Fowler, a consultant to the Company, to engage in negotiations with the PacBridge and Dinoking group with the goal of reaching a mutually satisfactory LOI that would be in the best long-term interests of all the Company shareholders. On December 18, 2014, Mr. Weiser executed the non-binding LOI with the PacBridge and Dinoking group that granted PacBridge and Dinoking negotiating exclusivity through January 30, 2015.

During the month of January 2015, representatives of the Company travelled to Vancouver, British Columbia, Canada, to visit the offices of Dinoking and meet with representatives of PacBridge and Dinoking. At that time, the Company initiated its due diligence on Dinoking and several meetings with Dinoking personnel and external professionals occurred. Following the Company’s visit to Vancouver, additional information on both sides was exchanged and two weeks later representatives of the PacBridge/Dinoking group, including Dinoking management, visited the Company’s Atlanta offices for their onsite due diligence. In addition, the Dinoking representatives visited each of the Company’s semi-permanent locations for a site visit meeting with venue management and to tour the exhibition halls.

At the end of January 2015, the PacBridge/Dinoking group had not completed the due diligence as the Company had additional information that was being prepared at the request of PacBridge/Dinoking. Dinoking requested, and received, an extension under the LOI from the Company that granted them exclusivity through mid-February. At the end of the extension period, another extension request was requested and granted through the end of February 2015.

On February 21, 2015, the Company’s board met in Detroit, Michigan, at which time representatives of the PacBridge/Dinoking group presented their vision for the combined businesses to the board. At that meeting, the PacBridge/Dinoking group asked for an additional 15 days through March 15, 2015 to complete their due diligence and prepare the final terms of the proposed transaction. The Company’s Board of Directors agreed to the extension.

Throughout the month of March, business due diligence was completed by both the Company and the PacBridge/Dinoking group, and the PacBridge/Dinoking attorneys initiated conversations regarding the legal structure and documentation necessary to close the proposed transaction.

In March 2015, Mr. Sellers received an unsolicited financing term sheet from another third-party that had an interest in exploring the potential to provide growth capital to the Company. Mr. Sellers presented this term sheet to the Company’s Board of Directors who reviewed the potential viability of pursuing the alternative transaction. However, the board concluded that the potential alternative transaction did not present superior terms and involved a significant risk of non-completion.

Discussions regarding the final terms relating to structure, pricing, corporate governance, post-closing management and other key items of the proposed PacBridge/Dinoking transaction ensued. After lengthy discussions, the final terms were agreed and the documents were completed and signed on April 2, 2015.

In making its decision to approve the proposed Merger and present the proposed Merger to the Company’s shareholders for consideration and vote, the Company’s Board of Directors considered a number of factors, including:

• Urgent need to refinance the Pentwater Notes. On September 30, 2014, the Company entered into a Secured Promissory Note and Guarantee with each of two affiliates of Pentwater Capital Management LP that matured on March 31, 2015. The Pentwater Notes provided a loan to the Company in the aggregate amount of $8.0 million. The Pentwater Notes were secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The Company needed to refinance the Pentwater Notes by the maturity date, or obtain a forbearance and/or extension of the Pentwater Notes, which the Company believed would be costly to the Company, as the Company did not have the financial resources or access to third-party capital to repay the Pentwater Notes by the maturity date. The board considered that the proposed Merger in combination with the Convertible Note gave the Company the immediate ability to refinance the Pentwater Notes and avoid a financial crisis for the Company.

• Urgent need for additional financing. In addition to the need to refinance the Pentwater Notes, the Company required additional capital to finance the build-out and opening of its New York City location, the completion of its new “Saturday Night Live: The Exhibition” to be presented at the New York City location, and for ongoing working capital requirements. The Convertible Note provided the capital to repay the Pentwater Notes and also provided the Company the ability to draw an additional $5.5 million to fund the Company’s additional capital requirements. The Company has fully drawn down the additional $5.5 million in capital as of June, 2015.

• Consideration and pursuit of alternative transactions. Over the course of the past 18 months, and in particular since the issuance of the Pentwater Notes on September 30, 2014, the Company’s board has considered and pursued other potential financial and strategic transactions with a number of alternative partners. None of these discussions led to a proposed financing or strategic transaction that the Board of Directors considered to be both superior to the proposed Merger and reasonably able to be completed on a timely basis. The board also considered the Company’s attempts in recent years to monetize its collection of Titanic artifacts, which did not result in an offer with terms that the board found to be acceptable.

• Implied transaction value represents premium to stock price. Pursuant to the Merger Agreement, Exchangeco will acquire all of the outstanding shares of Dinoking for a total consideration of 1,434,723 Merger Shares, or, at the election of the Dinoking Shareholders, Exchangeable Shares (in each case, subject to adjustment in accordance with the terms of the Merger Agreement). The number of Company shares used to establish this consideration was based on a per share price of $4.48, which represents a premium of approximately 38.5% to the volume weighted average price of the Company’s shares for the 30 days prior to April 2, 2015 and a premium of approximately 13.7% to the closing price of the Company’s shares on April 2, 2015. In addition, the Convertible Note will convert into Company shares at a per share price of $4.48. The board considered that these per share prices on which the proposed Merger and Convertible Note are based represent significant premiums to the market price of the Company’s shares, which the board believed to be favorable for the Company particularly in light of the Company’s distressed financial condition.

• Potential opportunities through combined Company and Dinoking. The board considered the financial health of the Dinoking business, the profitability of its existing dinosaur and other exhibitions, its plans for expansion into China, and its potential ability to extend the Company’s exhibitions into China. The board also considered the leadership and creative abilities of Dinoking’s President, Mr. Daoping Bao, and the other members of Dinoking’s management team. The board concluded that the combination of the Company with Dinoking presented opportunities for combined growth and profitability that would benefit the Company’s existing shareholders.

• Significant continuing equity position for shareholders. If the proposed Merger is consummated and the Convertible Note is converted into the Company’s shares in accordance with its terms, but prior to any potential issuance of Company shares under the Success Payment Agreement, the DK Group (comprised of the Dinoking Shareholders and the lenders under the Convertible Note) will hold approximately 47% of the Company’s shares. The Board considered that this resulting share ownership would maintain the Company’s existing shareholders with a significant ongoing interest in the Company’s equity and potential future success and profitability.

• Shareholder Voting Agreement. In connection with the execution of the Merger Agreement, Sellers Capital Master Fund, Ltd. and each director and executive officer of the Company entered into a Shareholder Voting Agreement with Dinoking, pursuant to which they have agreed to vote in favor of the proposed Merger. Sellers Capital Master Fund, Ltd. is the Company’s largest shareholder, currently holding approximately 31.4% of the Company’s issued and outstanding shares. In the event that the Company’s Board is permitted to support a Superior Proposal, then Sellers Capital Master Fund, Ltd. and each director and officer of the Company will be released from their voting obligations under the Shareholder Voting Agreements. However, the board considered the willingness of Sellers Capital Master Fund, Ltd. to sign a Shareholder Voting Agreement and its support for the proposed Merger in approving the proposed Merger.

• Board’s ability to exercise a “fiduciary out” under the Merger Agreement. The Merger Agreement permits the Company’s Board to consider and respond to an acquisition proposal that the board determines is reasonably likely to result in a superior proposal, and the Company may terminate the Merger Agreement and enter into a transaction that represents a superior proposal, subject to the payment of a break-up fee of $1,000,000 to Dinoking. In the event that an acquisition proposal is made by a third-party after the date of the Merger Agreement and prior to the shareholder vote contemplated by this proxy statement and the board determines that such acquisition proposal may result in a superior proposal, then the Company’s Board has the ability to pursue to it.

Pursuant to the Merger Agreement, each Dinoking Shareholder will receive entitlement to shares of the Company’s common stock as consideration for the acquisition of all of the outstanding shares of Dinoking’s capital stock. The merger consideration to be issued by the Company to the Dinoking Shareholders at the closing of the Merger is payable, at the election of each Dinoking Shareholder, in Merger Shares or in Exchangeable Shares (in each case, subject to adjustment in accordance with the terms of the Merger Agreement), the terms of which are described below under “—Exchangeable Shares,” plus a Special Voting Share of the capital of the Company, the terms of which are described below under “—Special Voting Shares.” The following description of Exchangeable Shares is qualified in its entirety by the Special Rights and Restrictions governing the Exchangeable Shares attached as Annex D to this proxy statement. Exchangeable Shares are exchangeable into Company common stock on a one-for-one basis at any time at the option of the holder. The section entitled “Description of The Company’s Capital Stock” in this proxy statement contains information about the Company’s common stock and the Special Voting Shares.

Exchangeable Shares will be issued by Exchangeco, the Company’s wholly-owned subsidiary, in lieu of shares of the Company’s common stock at the closing of the Merger, if so elected by either of the Dinoking Shareholders. Exchangeable Shares will rank senior to shares of Exchangeco’s common stock with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution, or winding up Exchangeco or any other distribution of Exchangeco’ s assets among its shareholders for purposes of winding up its affairs.

Subject to the due exercise by the Company of the retraction call right described in the section below entitled “Retraction Call Right,” holders of Exchangeable Shares will be entitled at any time to retract (i.e., to require Exchangeco to redeem) any or all Exchangeable Shares held by them and to receive the retraction price per Exchangeable Share to be satisfied by issuance of one share of common stock of the Company, plus the dividend amount, which for purposes of this section, is defined as the full amount of all declared and unpaid dividends on the Exchangeable Shares and all dividends and distributions declared on a share of the Company’s common stock that have not yet been declared on the Exchangeable Shares. Holders of Exchangeable Shares may effect a retraction by presenting to Exchangeco or its transfer agent the certificate(s) representing the Exchangeable Shares that the holder desires to have Exchangeco redeem, together with such other documents and instruments as may be required, and a duly executed retraction request specifying that the holder desires to have the number of retracted shares specified therein redeemed by Exchangeco.

Subject to applicable law, in the event of the liquidation, dissolution, or winding up of Exchangeco or any other distribution of its assets among its shareholders for the purpose of winding up its affairs, holders of Exchangeable Shares (other than the Company or its subsidiaries) are entitled to receive from the assets of Exchangeco, a liquidation payment that will be satisfied by the issuance of one share of the Company’s common stock plus the dividend amount, if any, for each Exchangeable Share. This liquidation amount will be paid to the holders of Exchangeable Shares before any distribution of assets of Exchangeco is made to the holders of the common shares or any other shares of Exchangeco ranking junior to the Exchangeable Shares, and is subject to the exercise by the Company of its liquidation call right described in the section entitled “—Liquidation Call Right” below.

In the event of the Company’s liquidation, dissolution, or winding up, all of the then outstanding Exchangeable Shares (other than the Exchangeable Shares held by the Company or its subsidiaries) will be automatically exchanged for shares of the Company’s common stock. To effect an automatic exchange, the Company will purchase all of the Exchangeable Shares from the holders on the fifth business day prior to the effective date of a liquidation, dissolution, or winding up. The purchase price payable for each Exchangeable Share purchased in a liquidation, dissolution or winding up of the Company will be satisfied by the issuance of one share of the Company’s common stock plus the dividend amount, if any.

Subject to applicable law and due exercise by the Company of its retraction call right, Exchangeco may redeem all of the then outstanding Exchangeable Shares (other than the Exchangeable Shares held by the Company or its subsidiaries) on the date on or after April 1, 2018 designated by the Company. The redemption price per share will equal the current market price of a share of the Company’s common stock at the time of redemption, which will be satisfied by delivering to the holder one share of the Company’s common stock, plus the dividend amount, if any.

The Company has an overriding retraction call right to acquire all but not less than all of the Exchangeable Shares (other than Exchangeable Shares held by the Company or its subsidiaries) that Exchangeco proposes to redeem pursuant to its right of redemption. The purchase price payable for each Exchangeable Share will be equal to the current market price of a share of the Company’s common stock at the time of redemption, which shall be satisfied by delivering to the holder one share of the Company’s common stock, plus the dividend amount, if any.

The Company has an overriding liquidation call right, in the event of and notwithstanding a proposed liquidation, dissolution, or winding up of Exchangeco, to acquire all but not less than all of the Exchangeable Shares then outstanding (other than Exchangeable Shares held by the Company or its subsidiaries). The purchase price payable for each Exchangeable Share will be equal to the current market price of a share of the Company’s common stock at the time of liquidation, which shall be satisfied by delivering to the holder one share of the Company’s common stock, plus the dividend amount, if any. Upon exercise by the Company of the liquidation call right, the holders will be obligated to transfer their Exchangeable Shares to the Company. The acquisition by the Company of all of the outstanding Exchangeable Shares upon the exercise of the liquidation call right will occur on the effective date of the voluntary or involuntary liquidation, dissolution, or winding up of Exchangeco.

Except as required by applicable law or in accordance with the Support Agreement, the holders of Exchangeable Shares are not entitled to receive notice of or to attend any meeting of shareholders of Exchangeco or of the Company or to vote at any such meeting. The holders of Exchangeable Shares will be entitled to notice of meetings of the shareholders of Exchangeco called for the purpose of authorizing the dissolution of Exchangeco or the sale, lease, or exchange of all or substantially all the property of Exchangeco, other than in the ordinary course of business of Exchangeco.

The Company will separately issue Special Voting Shares to the Dinoking Shareholders who elect to receive Exchangeable Shares at the closing of the Merger. The Special Voting Shares provide for voting rights in the Company equal to the number of Exchangeable Shares held by the holder. For more information on Special Voting Shares, see “—Special Voting Shares” below.

Holders of Exchangeable Shares will be entitled to receive dividends equivalent to the dividends, if any, paid from time to time by the Company on shares of its common stock. The declaration date, record date, and payment rate for dividends on the Exchangeable Shares will be the same as that for any corresponding dividends on shares of the Company’s common stock, subject to adjustment according to the currency exchange rates in effect at such time.

Pursuant to a Support Agreement to be entered into between the Company and Exchangeco at the closing of the Merger, the Company will not, without the prior approval of Exchangeco and the holders of the Exchangeable Shares, take certain actions unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of, the holders of Exchangeable Shares. Such actions include (i) issuing or distributing shares of the Company’s common stock to holders of the common stock by way of stock dividend or other distribution; (ii) issuing or distributing rights, options, warrants, or property to holders of the Company’s common stock entitling them to subscribe for or to purchase shares of the Company’s common stock; (iii) issuing or distributing to holders of the Company’s common stock shares or securities of the Company of any other class of capital stock of the Company or any rights, options, or warrants to purchase the same, evidences of indebtedness of the Company, or assets of the Company; (iv) subdividing, redividing, or changing the then outstanding shares of the Company’s common stock into a greater number of shares; (v) reducing, combining, or consolidating or changing the then outstanding shares of the Company’s common stock into a lesser number of shares; or (vi) reclassifying or otherwise changing the shares of the Company’s common stock or effecting an amalgamation, merger, reorganization, or other transaction affecting the Company’s common stock. The foregoing description is qualified in its entirety by the text of the Support Agreement, which is attached to this proxy statement as Annex E.

Subject to the closing of the Merger, the Company will issue to each of the Dinoking Shareholders Special Voting Shares that provide for voting rights in the Company equal to the number of Exchangeable Shares held by the holder. The holders of the Company’s common stock and the holders of the Special Voting Shares will vote together as a single class of the Company’s shareholders on all matters properly submitted to a vote of the holders of the Company’s common stock, including the election of directors. In the event of any liquidation, dissolution, or winding up of the Company, the holders of Special Voting Shares will not be entitled to receive any assets of the Company available for distribution to the Company’s shareholders. The holders of Special Voting Shares will also not be entitled to receive dividends and the Special Voting Shares are not redeemable. In addition, such shares cannot be converted into, or exchanged for, shares of any other series or class of capital stock of the Company. At such time as Special Voting Shares have no votes attached to them because there are no Exchangeable Shares held by the holder of such shares, the Special Voting Shares will be cancelled. For more information on the terms of the Special Voting Shares, see “Proposal 1—Amendment to the Company’s Amended Articles of Incorporation to Create the Special Voting Shares” in this proxy statement.

If the Company’s shareholders approve all of the Merger Proposals and all of the conditions are satisfied that would trigger the three separate Future Contingent Payments provided for under the Success Payment Agreement, the Company will be required to issue a minimum of 5,757,277 shares of the Company’s common stock to the Dinoking Shareholders and the lenders under the Convertible Note, or approximately 53.4% of the Company’s shares of common stock outstanding post-Merger.

We expect to issue a total of 1,434,723 shares of the Company’s common stock as consideration for the Merger, which includes the shares to be issued upon the exchange of Exchangeable Shares, subject to adjustment in accordance with the terms of the Merger Agreement. In addition, if the Company’s shareholders approve the issuance of the Company’s common shares upon the conversion of the Convertible Note at the Special Meeting, we expect to issue 3,013,393 shares of the Company’s common stock upon such conversion on the first business day after the Special Meeting. Assuming all of the conditions are satisfied that would trigger the three separate Future Contingent Payments provided for under the Success Payment Agreement, the Company will be required to issue a minimum of 1,309,162 shares of the Company’s common stock to the Dinoking Shareholders. We are unable, however, to provide an exact estimate of the number of shares we will issue in connection with Future Contingent Payments due to the fact that certain conditions must be triggered to satisfy such payments and the value of the shares to be paid out will be determined based upon a formula that takes into account the volume weighted average trading price of the Company’s common stock during the 60-day period prior to the date of the applicable triggering event. The Merger Agreement also includes an adjustment formula that would be triggered if the conditions to the Future Contingent Payments are satisfied prior to the closing of the Merger.

The following chart summarizes the shares of the Company’s common stock that are outstanding as of July 24, 2015 (and on a fully diluted basis) and that we expect will be issued to the Dinoking Shareholders and the lenders under the Convertible Note, as applicable, as consideration for the Merger, including the Merger Shares, the shares issuable upon the exchange of the Exchangeable Shares, the shares potentially issuable as Future Contingent Payments, and the shares issuable upon conversion of the Convertible Note. It also shows the approximate percentage of Company common stock that would be held by current shareholders of the Company and Dinoking, assuming the Merger is completed. The information reflected in the chart is based on the minimum number of common shares that the Company expects to issue in the event all three separate Future Contingent Payments are paid and upon the conversion of the Convertible Note in accordance with its terms. Information regarding the outstanding shares of Dinoking was provided to us by Dinoking.

The actual number of shares issued and reserved for issuance in connection with the Merger and the transactions contemplated by the Merger Agreement will be impacted by a number of circumstances and variables that the Company cannot predict or control.

Pursuant to the Registration Rights Agreement to be entered into between the Company and the Dinoking Shareholders at the closing of the Merger, the Company will be required to register with the SEC the shares of the Company’s common stock held by the Dinoking Shareholders and their permitted assigns upon demand at any time after the closing of the proposed Merger, and the parties will be required to provide customary mutual indemnities in connection with such registration.

The approval by the NASDAQ of the listing of the shares of the Company’s common stock issuable in connection with the Merger and the transactions contemplated by the Merger Agreement is a condition to the closing of the Merger.

Pursuant to the terms of the Merger Agreement, should British Columbia Instrument 72-502 – Trades in Securities of U.S. Registered Issuers of the British Columbia Securities Commission (“BCSC”) not be available in its current form to allow the resell of the Company’s common stock issued under the Merger, on exchange of the Exchangeable Shares, the conversion of the Convertible Note or under the Success Payment Agreement, the Company has agreed to use all reasonable commercial efforts to obtain all orders required from the BCSC to permit the resale of such stock through the facilities of a stock exchange or market in the United States or through the NASDAQ. The Company would seek orders which would allow for the resale of such securities without qualification with, or approval of, or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with, or the obtaining of any order, ruling or consent from, any Canadian governmental or regulatory authority under any Canadian laws or pursuant to the rules and regulations of any regulatory authority administering such laws, or the fulfilment of any other legal requirement in any such jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of, among other things, a holder being a “control person” for the purposes of Canadian securities laws).

There are no material U.S. federal income tax consequences to the Company’s current shareholders that will result from the Company’s acquisition of Dinoking or the issuance of the Acquisition Shares.

Full pro forma financial information for the Merger is included in Annex A to this proxy statement.

The following is a summary of the material terms and conditions of the Merger Agreement. This summary may not contain all the information about the Merger Agreement that is important to you and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex B to this proxy statement. You are encouraged to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the proposed Merger.

The Merger Agreement and the summary of its material terms and conditions in this proxy statement have been included to provide information about the terms and conditions of the Merger Agreement. The representations, warranties, and covenants contained in the Merger Agreement were made by the Company, Dinoking, and the Dinoking Shareholders only for the purposes of the Merger Agreement and were qualified and subject to certain limitations and exceptions agreed to by the parties in connection with the negotiation of the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement and were negotiated for the purpose of allocating contractual risk between the parties to the Merger Agreement rather than to establish matters as facts.

These representations and warranties may in many cases also be subject to a contractual standard of “materiality” or “material adverse effect” different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases may be qualified by disclosures made by one party to the other that are not necessarily reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may be included in or incorporated by reference into this proxy statement.

For the foregoing reasons, the representations, warranties and covenants or any descriptions of them should not be read alone but, in the case of the Company, should be read in conjunction with the information contained in reports, statements and filings that the Company has filed with the SEC.

The Company entered into the Merger Agreement on April 2, 2015 with each of Dinoking and Exchangeco, and the Dinoking Shareholders.

Pursuant to the Merger Agreement, subject to the closing of the proposed Merger, Exchangeco will acquire all of the outstanding shares of Dinoking for either a total consideration of 1,434,723 shares of common stock of the Company or 1,434,723 shares in Exchangeco (“Exchangeable Shares”), in each case subject to adjustment in accordance with the terms of the Merger Agreement.

Under the Merger Agreement, in consideration for its Dinoking shares, each Dinoking Shareholder may elect to receive shares of common stock of the Company or Exchangeable Shares that will be exchangeable for shares of common stock of the Company pursuant to the terms of such shares and a Support Agreement to be entered into between the Company and Exchangeco at the closing of the proposed Merger.

The Merger Agreement includes an adjustment formula pursuant to which additional shares of common stock of the Company and/or Exchangeable Shares may be issued to the Dinoking Shareholders in connection with the closing of the proposed Merger, in the event that the conditions to the Future Contingent Payments (as defined below), occur and are satisfied prior to the closing of the proposed Merger.

After the closing of the Merger, the Company has also agreed that if certain triggering events occur, it will make future contingent payments to the Dinoking Shareholders of up to $8,562,715 (the “Future Contingent Payments”) payable in either cash or shares of common stock of the Company upon the satisfaction by Dinoking of conditions precedent relating to the execution of specified exhibition and joint venture agreements with third-parties meeting the requirements set forth in the Merger Agreement and a Success Payment Agreement, dated April 2, 2015, by and among the Company and the Dinoking Shareholders (the “Success Payment Agreement”).

If the Future Contingent Payments are triggered and are paid in shares of common stock of the Company, the common stock of the Company will be valued at the lower of:

Subject to the closing of the Merger, the Company will also issue to each of the Dinoking Shareholders one share of a newly created separate class of stock of the Company that provides for voting rights in the Company equal to the number of Exchangeable Shares held by the holder (the “Special Voting Shares”).

The Success Payment Agreement provides for the payment by the Company to the Dinoking Shareholders of the Future Contingent Payments based on the satisfaction by Dinoking of the following conditions:

In connection with the execution of the Merger Agreement, Sellers Capital Master Fund, Ltd. and each director and executive officer of the Company entered into a Shareholder Voting Agreement (a “Shareholder Voting Agreement”) with Dinoking, pursuant to which they have agreed to vote in favor of the proposed Merger at the special meeting of shareholders required to be called by the Company for purposes of voting on the transactions contemplated by the Merger Agreement.

In the event that the Board of Directors of the Company is permitted to support a Superior Proposal (as defined below), then Sellers Capital Master Fund, Ltd. and each director and officer of the Company will be released from their voting obligations under the Shareholder Voting Agreements. Sellers Capital Master Fund, Ltd., with respect to all of its shares of common stock of the Company, and each director and officer of the Company, with respect to all of their respective shares of Common Stock of the Company, have also agreed to restrictions on the transfer of such shares and have agreed not to solicit competing offers to acquire the Company during the term of the Shareholder Voting Agreements.

The Shareholder Voting Agreements terminate upon the termination of the Merger Agreement in accordance with its terms, including if the Company terminates the Merger Agreement to pursue a Superior Proposal.

The Merger Agreement contains representations and warranties made by the Company, Dinoking and the Dinoking Shareholders. These representations and warranties are subject to exceptions and qualifications, including materiality qualifications and exceptions with respect to matters that would not, or would not reasonably be expected to, have a material adverse effect on the party that provided the representation or warranty.

Although in some cases different in form and scope, the mutual representations and warranties of the Company and Dinoking in the Merger Agreement include representations and warranties relating to:

The Dinoking Shareholders also provided representations and warranties in the Merger Agreement. These representations and warranties related to the ownership of the Dinoking shares free and clear of any encumbrances and the ability of the Dinoking Shareholders to transfer ownership of their Dinoking shares to Exchangeco in connection with the proposed Merger.

Under the Merger Agreement, the Company and Dinoking have agreed that, between the date of the Merger Agreement and the closing of the proposed Merger, they will continue to carry on their respective businesses in the ordinary course and will work to preserve the attendant goodwill and assets of their respective businesses.

In addition, subject to various exceptions, limitations and conditions set forth in the Merger Agreement, Dinoking has agreed that it will, between the date of the Merger Agreement and the closing of the proposed Merger:

Further, subject to similar exceptions, limitations and conditions set forth in the Merger Agreement, the Company has agreed that it will, between the date of the Merger Agreement and the closing of the proposed Merger:

Between the date of the Merger Agreement and the closing of the proposed Merger or the earlier termination of the Merger Agreement, the Company has agreed that it will not, directly or indirectly:

Notwithstanding the foregoing, nothing shall prevent the Board of Directors of the Company, prior to the approval of the Company’s shareholders of the transactions contemplated by the Merger Agreement, from: (i) contacting a party making an Acquisition Proposal solely for the purpose of clarifying the terms and conditions of the Acquisition Proposal and the likelihood of its consummation as to determine whether such Acquisition Proposal is or is reasonably likely to lead to a Superior Proposal; and (ii) considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information to a party regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach by the Company of the Merger Agreement and that the Board of Directors of the Company determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to result in a Superior Proposal. Prior to taking any such action, the Board of Directors of the Company must deliver one day’s advance written notice of its intent to take such action to Dinoking (which notice shall include a summary of the material terms of the Acquisition Proposal and any related written agreements) and shall have determined, after consulting with its outside legal counsel, that failure of the Board of Directors of the Company to take such action would be inconsistent with its fiduciary duties.

The Company shall promptly notify Dinoking, at first orally and then in writing, of any Acquisition Proposal and any inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to the Company or any subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any subsidiary by any party that informs the Company that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.

The Company may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal if, but only if:

During such five (5) business day period, Dinoking has the right to offer to amend the terms of the Merger Agreement, and the Board of Directors of the Company is required to review any offer by Dinoking to amend the terms of the Merger Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether Dinoking’s offer upon acceptance by the Company would result in such Superior Proposal ceasing to be a Superior Proposal. Each modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement to initiate an additional five (5) business day notice period to Dinoking.

In the Merger Agreement, an “Acquisition Proposal” is defined to mean, other than the Merger, any bona fide proposal with respect to: (i) a merger, amalgamation, takeover bid or tender offer of the Company; (ii) a sale of assets (or any lease, long-term supply agreement, licence, joint venture or other arrangement having the same economic effect as a sale) including, without limitation, a sale of any material subsidiary of the Company (including RMS Titanic, Inc., the owner of the Company’s Titanic assets) or of the Company representing all or substantially all of the consolidated assets, revenues or earnings of the Company or any material subsidiary; (iii) the acquisition in any manner, directly or indirectly, in a single transaction or a series of related transactions, of over 20% of (a) a class of outstanding equity securities of the Company or any subsidiary or (b) the consolidated total assets of the Company and its subsidiaries; or (iv) any similar transaction involving the Company or a material subsidiary (including RMS Titanic, Inc.) or a proposal to enter into such a transaction.

In the Merger Agreement, “Superior Proposal” is defined to mean any unsolicited bona fide Acquisition Proposal (with the percentage set out in the definition of such term changed from 20% to 50%) received by the Company or any subsidiary from a third-party in writing after the Merger Agreement was signed that is not subject to any financing condition, other than a committed financing, and that in the good faith determination of the Board of Directors of the Company, after consultation with outside legal counsel, is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the person making such proposal, and would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favorable, from a financial point of view, to the Company’s shareholders than the transaction contemplated by the Merger Agreement.

The obligations of the Company and Dinoking to effect the proposed Merger are subject to the satisfaction or waiver at or prior to the closing of the proposed Merger the following mutual conditions:

In addition, the obligation of the Company to effect the Merger is subject to the satisfaction or waiver, at or prior to the closing of the proposed Merger, of the following conditions:

Further, the obligation of Dinoking to effect the Merger is subject to the satisfaction or waiver, at or prior to the closing of the proposed Merger, of the following conditions:

It is currently anticipated that the Merger will close as soon as possible after all requisite approvals are obtained and all conditions have been satisfied, or where not prohibited by applicable law, waived. Either the Company or Dinoking may terminate the Merger Agreement if the applicable conditions to the Merger are not completed by the Drop Dead Date (as defined below), or such later date as may be agreed to by the Company, Dinoking and the Dinoking Shareholders.

Either the Company or Dinoking may terminate the Merger Agreement if any condition applicable to its obligations to close the proposed Merger is not satisfied on or before the Drop Dead Date. If terminated by Dinoking, the Company will be required to pay the $1,000,000 break-up fee to Dinoking. In the Merger Agreement, “Drop Dead Date” is defined as September 29, 2015 or such later date as may be agreed upon by the Company, Dinoking and the Dinoking Shareholders; provided that the Drop Dead Date shall be automatically extended for that number of days requested (up to 90 days) by either the Company or Dinoking in the event that (A) the NASDAQ has approved the required listings and issuances of Company shares of common stock to be issued in connection with the transactions contemplated by the Merger Agreement, (B) the Company’s shareholders have approved the transactions contemplated by the Merger Agreement, or if such approval has not yet occurred, it is as a result of a delay in holding the special meeting of shareholders exclusively due to the review period by the SEC of the financial statements of the Company or Dinoking required to be contained in this proxy statement or required to be filed and filed in a timely manner by the Company after the filing of the this proxy statement; provided that if such extension was requested by the Company, in the view of Dinoking, acting reasonably, the Company has met its obligations under the Merger Agreement relating to this proxy statement and the required special meeting of shareholders, and (C) there has been no breach of the Merger Agreement by the requesting party.

In addition, the Merger Agreement may be terminated, at any time before or after the Company’s special meeting of shareholders, but not later than the Drop Dead Date:

The Merger Agreement may be amended at any time before the closing of the proposed Merger by the mutual written agreement of the Company, Dinoking and the Dinoking Shareholders, and any such amendment may:

No such change, waiver or modification may invalidate the affirmative vote of the Company’s shareholders with respect to the transactions contemplated by the Merger Agreement.

Pursuant to the Merger Agreement, the Company is required to enter into a Corporate Governance Agreement as of the closing of the proposed Merger with the Dinoking Shareholders. Under the Corporate Governance Agreement, the Dinoking Shareholders together with the lenders under the Convertible Note (together, the “DK Group”) have the right as of the closing of the proposed Merger to appoint up to four members of the Company’s Board of Directors, which is then required to be composed of seven members.

If their ownership in the Company falls to between 10% and 30% of the shares of the Company, DK Group will then have the right to appoint up to 30% of the members of the Board of Directors. If the DK Group holds in the aggregate less than 10% of the shares of the Company, then they will no longer be entitled to appoint members of the Company’s Board of Directors. These board appointment provisions will also apply to each subsidiary of the Company.

The Corporate Governance Agreement will also require the Company’s Board of Directors to appoint Mr. Bao as the Executive Chairman of the Board and President of the Company, and each subsidiary of the Company, as of the closing of the proposed Merger. The Corporate Governance Agreement will also require the Company to enter into indemnity agreements and obtain directors’ and officers’ liability insurance coverage for Mr. Bao and each of the DK Group’s board appointees.

Pursuant to the Merger Agreement, the Company is required to enter into a Registration Rights Agreement as of the closing of the proposed Merger among the Company with the Dinoking Shareholders. Pursuant to the Registration Rights Agreement, the Company will be required to register with the SEC the shares of common stock of the Company held by the Dinoking Shareholders and their permitted assigns upon demand at any time after the closing of the proposed Merger, and the parties will be required to provide customary mutual indemnities in connection with such registration.

Titanic Ventures Limited Partnership (“TVLP”), a Connecticut limited partnership, was formed in 1987 for the purposes of exploring the wreck of the R.M.S. Titanic (the “Titanic”) and its surrounding oceanic areas. In May of 1993, RMS Titanic, Inc. (“RMST”) entered into a reverse merger under which RMST acquired all of the assets and assumed all of the liabilities of TVLP and TVLP became a shareholder of RMST. In October of 2004, we reorganized and Premier Exhibitions, Inc. became the parent company of RMST and RMST became a wholly-owned subsidiary. Additional wholly-owned subsidiaries were established in order to operate the various domestic and international exhibitions of the Company.

The restructuring of the Company and changes in its management reflect that The Company has two operating segments – Exhibition Management and Content Management (RMS Titanic).

The Company first became known for its Titanic exhibitions which present the story of the ill-fated ocean liner, the Titanic. The Titanic has captivated the imaginations of millions of people throughout the world since 1912 when she struck an iceberg and sank in the North Atlantic on her maiden voyage approximately 400 miles off the coast of Newfoundland, Canada. More than 1,500 of the 2,228 lives on board the Titanic were lost.

The Company owns approximately 5,500 Titanic artifacts recovered from the wreck site 2½ miles below the ocean’s surface which the Company has the right to present at its exhibitions. In 1994, a federal district court declared us salvor-in-possession of the Titanic wreck and wreck site, and, as such, we have the exclusive right to recover additional objects from the Titanic wreck site. Through the Company’s explorations, we have obtained and are in possession of the largest collection of data, information, images and cultural materials associated with the Titanic shipwreck. We believe that the Company’s salvor-in-possession status puts us in the best position to provide for the archaeological, scientific and educational interpretation, public awareness, historical conservation and stewardship of the Titanic shipwreck. As of May 31, 2015, we had the ability to present eight concurrent Titanic exhibitions. Management continues to explore ways to expand the Titanic model beyond the exhibition business to broaden the Company's reach.

The Company’s touring exhibitions usually span four to six months. As of May 31, 2015, the Company’s stationary exhibitions, which are longer-term exhibitions, are located in Las Vegas, Nevada, Orlando, Florida, Buena Park, California, New York City, New York and Atlanta, Georgia. The Company’s new New York City location opened on May 30, 2015 with the Company’s “Saturday Night Live” exhibition.

During the past several years the Company has continued to diversify its exhibition content to expand beyond the Company’s “Titanic” and “Bodies” exhibitions. In addition to developing new content for future exhibitions, the Company continually evaluates its touring capacity and may expand or contract to suit the addressable market for its content.

The exhibition management division includes our exhibition operations and merchandising operations. We formed the entity Premier Exhibition Management LLC (“PEM”), in September 2011 to manage all of the Company’s exhibition operations. This currently includes the operation and management of our “Bodies,” “Titanic” (pursuant to an intercompany agreement with RMST), “Real Pirates,” “The Discovery of King Tut,” “Saturday Night Live,” and “Pompeii” (closed May 25, 2015) exhibitions. PEM also pursues “fee for service” arrangements to manage exhibitions based on content owned or controlled by third parties. On April 20, 2012, PEM and its wholly-owned subsidiary, PEM Newco, LLC (“Newco”), both subsidiaries of the Company, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and Arts and Exhibitions International, LLC pursuant to which Newco purchased substantially all of the assets of Arts and Exhibitions International, LLC. Subsequent to the asset purchase, Newco changed its name to “Arts and Exhibitions International, LLC” (“AEI”). The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates.” The acquired assets include rights agreements with the owners of the artifacts and intellectual property comprising the exhibitions, museum/venue agreements for existing exhibition venues, sponsorship agreements, a warehouse lease and an office lease. In addition, the acquired assets include intellectual property related to proposed future exhibitions that the Company may further develop and produce, including the exhibit “One Day in Pompeii,” which was being toured by the Company during the first quarter of fiscal 2016. The Company will operate any such additional properties through its exhibition management subsidiary. As part of the purchase price for the assets of AEI, 10% of the ownership interest in Premier Exhibition Management LLC was transferred to AEG Live LLC. This ownership interest is reported as a “non-controlling interest” in our financial statements, and the financials of Premier Exhibition Management LLC are reported on a consolidated basis.

The exhibition management division also includes the Company’s exhibition merchandising business, conducted under the Company’s wholly owned subsidiary, Premier Merchandising, LLC. This entity has purchased the merchandise rights related to the AEI exhibition properties, and also pursues other exhibition merchandising opportunities.

Premier Exhibitions, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, many of which are outside of the Company’s control and are difficult for us to forecast or mitigate. The factors that could cause the Company’s actual results to differ materially from those expressed or implied by us in any forward-looking statements contained herein or made elsewhere by or on behalf of us include the risks described elsewhere in this proxy statement, in the Company’s Annual Report on Form 10-K for the year ended February 28, 2015 (the “2014 Form 10-K”), and in certain of the Company’s other Securities and Exchange Act Commission filings.

The consolidated results of operations for the quarters ended May 31, 2015 and May 31, 2014 and the years ended February 28, 2015 and February 28, 2014 are not necessarily indicative of the results that may be expected for any future period. The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the period ended May 31, 2015 and Part II, Item 8 of the Company’s 2014 Form 10-K and in conjunction with the “Risk Factors” included in Part I, Item 1A of the Company’s 2014 Form 10-K.

An analysis of our condensed consolidated statements of operations for the three months ended May 31, 2015 and 2014, with percentage changes, follows:

Revenue. During the quarter ended May 31, 2015, total revenue decreased by $242 thousand, or 3.2% to $7.2 million compared to the same period last year, as reflected in the following table.

Exhibition revenue decreased by $95 thousand to $5.9 million primarily due to a decrease in the number of exhibitions rented to promoters or museums in the first quarter of fiscal 2016.

With 17 exhibits presented, the Company experienced a decrease in attendance from 496 thousand in the first fiscal quarter of 2015 to 445 thousand in first fiscal quarter of 2016. We attribute this decrease in attendance to fewer exhibitions being presented in the current fiscal quarter. Revenue from self-run exhibitions was 63.2% of total revenue in the first quarter of fiscal 2016, compared to 62.6% of revenue for the first quarter of fiscal 2015. These comparisons exclude the AEI portfolio.

Merchandise revenue decreased $73 thousand to $1.3 million for the three months ended May 31, 2015. Merchandise revenue decreased due to fewer exhibitions presented in the first quarter of fiscal 2016 offset partially by an increase in average retail per attendee for semi-permanent exhibitions.

Cost of revenue. During the three months ended May 31, 2015, total cost of revenue increased by $1.1 million, or 25.0%, to $5.5 million compared to the same period last year, as reflected in the following table.

Exhibition expense increased from 63.6% of exhibition revenue in the first quarter of 2015 to 84.1% in the first quarter of fiscal 2016 due mainly to the additional expense related to our New York City location of $1.0 million.

Cost of merchandise as a percent of merchandise revenue decreased from 43.6% in the first quarter of fiscal 2015 to 42.3% in the first quarter of fiscal 2016 primarily due to lower retail labor cost since the Company ran fewer merchandise shops in the current year.

The decrease in revenue and increase in costs of goods sold resulted in a decrease in our gross profit from $3.1 million or 41.2% during the three months ended May 31, 2014 to $1.7 million or 24.0% of revenue for the three months ended May 31, 2015.

Operating expenses. Our general and administrative expenses decreased by $0.4 million to $2.9 million for the three months ended May 31, 2015 compared to the same period last year. The decrease is primarily due to a decrease in compensation expense of $585 thousand offset partially by an increase in professional fees related to merger expenses.

Our depreciation and amortization expenses decreased by $113 thousand from the prior year. The decrease is attributable to the Company having older assets that have become fully depreciated.

Other expense. We recognized interest expense of $375 thousand on the Company’s debt during first quarter of fiscal 2016 as compared to $23 thousand in the first quarter of 2015.

Net loss attributable to non-controlling interest. This represents the loss attributable to AEG Live, LLC’s 10% interest in Premier Exhibition Management LLC.

Net loss attributable to the shareholders of Premier Exhibitions, Inc. We realized a net loss of $2.3 million for the three months ended May 31, 2015 as compared to net loss of $1.2 million for the same period last year due mainly to the additional expense related to our New York City location of $1.0 million with limited corresponding revenue to offset the expenses since our “Saturday Night Live” exhibition was not opened until May 30, 2015.

An analysis of the Company’s consolidated statements of operations for fiscal 2015 and fiscal 2014, with percent changes from 2014 to 2015, is as follows:

Revenue. During the year ended February 28, 2015, revenue was flat compared to prior year. The following table illustrates revenue for fiscal 2015 and fiscal 2014.

* These key non-financial measurements do not include exhibitions under management.

Exhibition revenue increased $1.1 million primarily due to the Company’s new “Pompeii” and “King Tut” exhibitions which were offset partially by a decrease in revenue related to the Titanic brand being in smaller markets in fiscal 2015. For the year ended February 28, 2014, we did not recognize exhibition revenue for the AEI exhibitions but instead received a management fee for managing these properties. During the fiscal year ended February 28, 2015, we recognized $620 thousand in revenues related to the AEI exhibitions.

With 29 exhibits presented, the Company experienced a corresponding increase in attendance from 1.6 million in fiscal 2014 to 1.8 million in fiscal 2015. We attribute this increase in attendance to the addition of the Company’s “Pompeii” and “King Tut” exhibitions. Revenue from self-run exhibitions was 60.7% of total revenue in fiscal 2015, compared to 60.6% of revenue in fiscal 2014. These comparisons exclude the AEI portfolio.

Merchandise revenue decreased $0.8 million to $4.9 million for the fiscal year ended February 28, 2015. Merchandise revenue decreased as a result of two Titanic touring sets being inactive nearly the entire 2015 fiscal year. In addition, four Titanic touring sets were run by partners and the Company receives wholesale revenues instead of the higher retail revenues which reduces the Company’s average retail per attendee. Partially offsetting these decreases was the addition of merchandise revenues from “King Tut” and “Pompeii.”

During fiscal year ended 2015, no touring exhibition related to “Bodies” were promoted by S2BN under the co-promotion agreement compared to one touring exhibition in fiscal 2014.

Cost of Revenue. During fiscal year 2015, cost of revenue as a percent of revenue was 67.3% as compared to 52.4% for fiscal year 2014, as reflected in the following table.

The Company’s exhibition costs of $17.7 million, increased 34.9% or $4.6 million compared to the prior year, due mainly to the additional expense related to the Company’s New York City location of $2.2 million and an increase in royalty and license fees of $1.1 million related to the Company’s new “Pompeii” and “King Tut” exhibitions. In addition, production expense increased $0.8 million due mainly to an increase in installation and de-installation cost in the current year.

Cost of merchandise as a percent of merchandise revenue increased from 39.2% in fiscal year 2014 to 42.5% in fiscal year 2015 due to flat labor cost and declining revenue.

The relatively flat revenue and increase in costs of goods sold resulted in the Company’s gross profit decreasing from $14.0 million or 47.6% during fiscal 2014 to $9.6 million or 32.7% for the fiscal year ended February 28, 2015. A significant portion of the decrease in gross margin relates to the expense related to the Company’s New York City location with no corresponding revenue.

Operating Expenses. Operating expense increased by 36.4% during fiscal 2015 compared to fiscal 2014. The following table illustrates operating expenses and percentage changes for fiscal 2015 vs. fiscal 2014:

General and administrative. General and administrative (“G&A”) expense increased by $48 thousand, as reflected in the following table:

As reflected by the table above, G&A expense was relatively flat with the prior year.

Depreciation and Amortization. Depreciation and amortization increased $0.4 million from the prior year. The increase is attributable to the assets placed in service during fiscal 2014 related to the Company’s Buena Park location and the Company’s “Pompeii” exhibition.

Net (gain)/loss on disposal of assets. During fiscal 2014, we sold certain property and equipment that was no longer used and received insurance proceeds for equipment destroyed by Hurricane Sandy which resulted in a gain of $115 thousand.

Write-off of assets. During fiscal 2015, we wrote-off assets of $104 thousand related to exhibitions under development or in process but terminated by the Company. During fiscal 2014, we wrote-off assets of $798 thousand. This write-off represented assets related to the termination of the non-binding letter of intent for the sale of the Titanic assets and long-term development costs related to an exhibition that was under development but terminated by the Company.

Impairment of goodwill and intangible assets. During the annual fiscal 2015 review of goodwill and other intangible assets, management proceeded directly to the two-step quantitative impairment test for its goodwill and future rights fees. Under the two-step quantitative impairment the evaluation of impairment involves comparing the current fair value to its carrying value. The Company uses a discounted model forecast model when testing for impairment, as management believes forecasted cash flows are the best indicator of such fair value. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, including markets and market share, sales volumes and prices, production costs, tax rates, capital spending, discount rate, and working changes. Cash flows forecasts are generally based on approved business unit operating plans for the early years and historical relationships in later years. The betas used in calculating the reporting unit weighted average cost of capital rate are estimated for the business unit. The change in cash flows relates primarily to the cancellation of the Company’s Federal Bureau of Investigation project in the fourth quarter of fiscal 2015 which reduced the future cash flows that supported these intangible assets.

While completing the Company’s annual impairment test of the Company’s single reporting unit in the fourth quarter of fiscal 2015 we determined that the Company’s goodwill was impaired and that the Company’s future rights fees were impaired by $2.7 million.

Gain on note payable fair market value adjustment. During fiscal 2015, we recognized a gain on note payable fair market value adjustment, based upon an update of the expected future cash flows of the exhibitions and discounted the cash flows at 12.0% to estimate the future payments to AEG Live, LLC based upon the note agreement. Based upon the Company’s calculation, the note payable was reduced by $338 thousand to reflect the fair value of the note payable, which resulted in this corresponding gain.

During fiscal 2014, we recognized a gain on note payable fair market value adjustment, based upon an update of the expected future cash flows of the exhibitions and discounted the cash flows at 7.0% to estimate the future payments to AEG Live, LLC based upon the note agreement. Based upon the Company’s calculation, the note payable was reduced by $2.6 million to reflect the fair value of the note payable, which resulted in this corresponding gain.

Contracts and legal settlements. During fiscal 2015, the Company entered into two legal settlements. One agreement required Imagine Exhibitions, Inc., a Georgia corporation, Imagine Exhibitions, Inc., a Nevada corporation, Imagine Exhibitions PTE, LTD, and TZ, Inc. to collectively pay the Company $725 thousand on or before December 4, 2014. The Company received this amount in December 2014 and recorded income of $725 thousand related to this settlement.

The other agreement requires RMST to pay Seaventures (“SV”) the agreed sum of $425 thousand, as follows: $75 thousand to SV on or before April 10, 2015; $100 thousand on or before March 1, 2016; $100 thousand on or before March 1, 2017; and $150 thousand on or before March 1, 2018. In addition the Company must stage at least two Joint Exhibitions with SV within 24 months from the date of execution of the agreement in which SV is entitled to a portion of the net revenues or $1 per ticket sold depending on the location of the exhibition. The Company recorded a liability and a related expense of $344 thousand net of $81 thousand discount at 12% to reflect the present value of the future payments.

Offsetting these settlements slightly are the legal fees related to the settlements.

Other expense. We recognized interest expense of $909 thousand on the Company’s notes payable in fiscal 2015 as compared to $342 thousand during fiscal 2014. In addition, we recognized realized losses from foreign currency translations of $313 thousand and $137 thousand in fiscal 2015 and 2014, respectively.

Income tax benefit. We recorded an income tax benefit in fiscal 2014 of $163 thousand. The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.

Net loss attributable to non-controlling interest. This represents AEG Live, LLC’s loss on its 10% interest in PEM.

Net loss attributable to shareholders of Premier Exhibitions, Inc. We realized a net loss of $10.5 million for fiscal 2015 as compared to a net loss of $0.7 million in fiscal 2014.

The Quarter Ended May 31, 2015 Compared to the Quarter Ended May 31, 2014 – Segment results

An analysis of operations for our Exhibition Management segment for the three months ended May 31, 2015 and 2014, with percentage changes, follows:

Revenue. During the quarter ended May 31, 2015, total revenue decreased by $242 thousand, or 3.2% to $7.2 million compared to the same period last year, as reflected in the following table.

Exhibition revenue decreased by $95 thousand to $5.9 million primarily due to a decrease in the number of exhibitions rented to promoters or museums in the first quarter of fiscal 2016.

Cost of revenue. During the three months ended May 31, 2015, total cost of revenue increased by $1.1 million, or 23.0%, to $5.8 million compared to the same period last year, as reflected in the following table.

Exhibition expense increased from 68.8% of exhibition revenue in the first quarter of 2015 to 89.0% in the first quarter of fiscal 2016 due mainly to the additional expense related to our New York City location of $1.0 million.

The decrease in revenue and increase in costs of goods sold resulted in a decrease in our gross profit from $2.8 million or 37.0% of revenue during the three months ended May 31, 2014 to $1.4 million or 20.0% of revenue for the three months ended May 31, 2015.

Our depreciation and amortization expenses decreased by $113 thousand from the same period last year. The decrease is attributable to the Company having older assets that have become fully depreciated.

Other expense. We recognized interest expense of $375 thousand on the Company’s debt during first quarter of fiscal 2016 as compared to $23 thousand in the first quarter of 2015.

Net loss attributable to non-controlling interest. This represents the loss attributable to AEG Live, LLC’s 10% interest in Premier Exhibition Management LLC.

Net loss attributable to the shareholders of Premier Exhibitions, Inc. We realized a net loss of $2.3 million for the three months ended May 31, 2015 as compared to net loss of $1.2 million for the same period last year due mainly to the additional expense related to our New York City location of $1.0 million with limited corresponding revenue to offset the expenses since our Saturday Night Live exhibition was not opened until May 30, 2015.

An analysis of operations for our RMS Titanic segment for the three months ended May 31, 2015 and 2014 with percent changes follows:

Revenue. During the three months ended May 31, 2015, total revenue decreased by $19 thousand, or 6.1%, to $292 thousand compared to the same period in the prior year due to the decrease in revenues from Titanic exhibitions and the decrease in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic net revenues decreased to $2.9 million from $3.1 million, royalty revenue decreased accordingly.

Operating Expenses. Operating expenses for the three months ended May 31, 2015 decreased 12.8% from the same period in the prior year due to a decrease in the expenses related to the calculation of the administrative fee.

Net income attributable to shareholders of Premier Exhibitions, Inc. We realized net income for the three months ended May 31, 2015 of $33 thousand compared to net income of $14 thousand for the same period in the prior year based on the items discussed above.

An analysis of operations for the Company’s Exhibition Management segment for fiscal 2015 and fiscal 2014, with percent changes from 2014 to 2015 is as follows:

Revenue. During the year ended February 28, 2015, revenue was flat compared to prior year. The following table illustrates revenue for fiscal 2015 and fiscal 2014.

* These key non-financial measurements do not include exhibitions under management.

During fiscal year ended 2015, no touring exhibition related to “Bodies” were promoted by S2BN, under the co-promotion agreement compared to one touring exhibition in fiscal 2014.

Cost of Revenue. During fiscal year 2015, cost of revenue as a percent of revenue was 71.5% as compared to 58.4% for fiscal year 2014, as reflected in the following table.

The Company’s exhibition costs of $18.9 million increased 26.9% or $4.0 million compared to the prior year, due mainly to the additional expense related to the Company’s New York City location of $2.2 million and an increase in royalty and license fees of $1.1 million related to the Company’s new “Pompeii” and “King Tut” exhibitions. In addition, production expense increased $0.8 million due mainly to an increase in installation and de-installation cost in the current year.

Cost of merchandise as a percent of merchandise revenue increased from 39.2% in fiscal year 2014 to 42.5% in fiscal year 2015 due to flat labor cost and declining revenue.

The relatively flat revenue and increase in costs of goods sold resulted in the Company’s gross profit decreasing from $12.2 million or 41.6% during fiscal 2014 to $8.4 million or 28.5% for the fiscal year ended February 28, 2015. A significant portion of the decrease in gross margin relates to the expense related to the Company’s New York City location with no corresponding revenue.

Operating Expenses. Operating expense increased by 47.1% during fiscal 2015 compared to fiscal 2014. The following table illustrates operating expenses and percentage changes for fiscal 2015 vs. fiscal 2014:

General and administrative. G&A expense was relatively flat with the prior year.

Depreciation and Amortization. Depreciation and amortization increased $0.4 million from the prior year. The increase is attributable to the assets placed in service during fiscal 2014 related to the Company’s Buena Park location and the Company’s “Pompeii” exhibition.

Net (gain)/loss on disposal of assets. During fiscal 2014, we sold certain property and equipment that was no longer used and received insurance proceeds for equipment destroyed by Hurricane Sandy which resulted in a gain of $115 thousand.

Write-off of assets. During fiscal 2015, we wrote-off assets of $104 thousand related to exhibitions under development or in process but terminated by the Company. During fiscal 2014, we wrote-off assets of $132 thousand. This write-off represented assets related to the termination of the non-binding letter of intent for the sale of the Titanic assets and long-term development costs related to an exhibition that was under development but terminated by the Company.

For information regarding the results for this segment with respect to Impairment of goodwill and intangible assets, Gain on note payable fair market value adjustment and Contracts and legal settlements, see the discussion above in “Results of Operations.”

Income tax benefit. We recorded an income tax benefit in fiscal 2014 of $108 thousand. The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.

Net loss attributable to non-controlling interest. This represents AEG Live, LLC’s loss on its 10% interest in PEM.

Net loss attributable to shareholders of Premier Exhibitions, Inc. We realized a net loss of $10.4 million for fiscal 2015 as compared to a net loss of $0.6 million in fiscal 2014.

An analysis of operations for the Company’s RMS Titanic segment for fiscal 2015 and fiscal 2014, with percent changes from 2014 to 2015, is as follows:

Revenue. During the fiscal year 2015, total revenue decreased by $570 thousand, or 32.2%, to $1.2 million compared to fiscal year 2014, due to the decrease in revenues from Titanic exhibitions and the decrease in merchandise sales. PEM pays RMST a royalty fee for the use of Titanic artifacts in its exhibits. The royalty fee is calculated based on 10% of revenues generated from Titanic ticket sales, merchandising, and other ancillary revenue-related streams. As Titanic net revenues decreased to $12.0 million from $17.7 million, royalty revenue decreased accordingly.

Operating Expenses. Operating expenses decreased 35.6% during fiscal 2015 as compared to fiscal 2014 due to the write-off of $666 thousand in fees previously included in prepaid assets related to the termination of the non-binding letter of intent related for the sale of the Titanic assets in fiscal 2014.

Income tax expense/(benefit). We recorded an income tax benefit for fiscal 2014 of $55 thousand. The fiscal 2014 income tax benefit relates to the true-up from the fiscal 2013 income tax returns.

Net income/(loss) attributable to shareholders of Premier Exhibitions, Inc. We realized a net loss for the year ended February 28, 2015 of $32 thousand compared to a net loss of $89 thousand for the same period in the prior year based on the items discussed above.

Our operations in the recent past have been financed primarily through cash flow from operations, existing cash and, in fiscal 2015, the Pentwater Capital Management LP notes payable and, in fiscal 2016, convertible debt financing under the Merger Agreement. We have incurred net losses for the majority of the past several years. Moving forward, we expect to have significant cash outflows in the near term based on the New York City lease, leasehold improvements of the leased space and new content development.

On April 2, 2015 we announced that we had entered into the Merger Agreement whereby Premier plans to combine with Dinoking Tech Inc. (“DK”). In addition, an investor group has agreed to provide up to $13.5 million in convertible debt funding to Premier. As of May 31, 2015, the investor group has provided $11.5 million of this funding, with the remainder provided in June 2015. We used this funding to retire the debt owed to Pentwater Capital, to continue funding improvements on the building at 417 Fifth Avenue, and to complete our “Saturday Night Live” exhibition.

While we recently repaid a loan of $8.0 million to Pentwater Capital, we will have to repay these amounts if the merger transaction does not close. As a result, we will have to refinance the debt or obtain funds to repay the debt in full if that occurs. In addition, if the merger transaction is terminated under certain conditions the Company would be required to pay a $1 million breakup fee to DK. Premier could be capital constrained and unable to fulfill the terms of this and other agreements if its access to capital sources does not improve in the near term. Management believes that Premier’s access to capital depends on near-term improvement to its operating results.

If the Merger Agreement is not approved, or a public or private placement of equity securities or of convertible promissory notes, including potentially to some of Premier’s existing shareholders, is not completed, Premier may have to seek the protection of the U.S. bankruptcy laws and/or cease operating as a going concern. In addition, if Premier does not meet its payment obligations to third parties as they come due, Premier may be subject to an involuntary bankruptcy proceeding or other litigation claims. Even if Premier were successful in defending against these potential claims and proceedings, such claims and proceedings could result in substantial costs and be a distraction to management, and may result in unfavorable results that could further adversely impact our financial condition.

If Premier makes a bankruptcy filing, is subject to an involuntary bankruptcy filing, or is otherwise unable to continue as a going concern, Premier may be required to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that shareholders will lose all or a part of their investments. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following tables reflect selected information about our cash flows during the three months ended May 31, 2015 and 2014:

Operating Activities. For the first fiscal quarter of 2016, cash used in operating activities was $1.4 million as compared to net cash provided in operating of $1.1 million in the prior year period. The decrease in cash flow from operating activities is mainly due to an increase in the Company’s net loss and a decrease in the deferred revenue.

Investing Activities. Cash used in investing activities was $5.2 million for the first quarter of fiscal 2016 as compared to $1.0 million in the prior year. Of the cash used in investing activities first quarter of fiscal 2016, $5.2 million was used to purchase fixed assets for our New York City location. Of the cash used in investing activities in the first fiscal quarter of 2015, the majority, $800 thousand, was used to purchase a restricted certificate of deposit for our New York City lease. In addition, we purchased property and equipment for $370 thousand for the first fiscal quarter of 2015. The majority of the property and equipment purchases for the first fiscal quarter of 2015, related to the $300 thousand the Company paid to AEG Live, LLC for the tangible assets that were required to be returned to AEG Live, LLC at the end of the purchase agreement. For the first fiscal quarter of 2015, these were partially offset by the redemption of a certificate of deposit of $201 thousand.

Financing Activities. Cash provided by financing activities was $3.3 million for the first fiscal quarter of 2016 compared to cash used in financing activities of $279 thousand for the first fiscal quarter of 2015. Cash provided by financing activities for the first quarter of fiscal 2016 is primarily due to $3.5 million in proceeds from notes payable partially offset by $164 thousand in royalty payments. Cash used in financing activities for the first quarter of fiscal 2015 relates primarily to the repayment of $220 thousand of the note payable to AEG Live, LLC and $50 thousand in deferred financing cost paid.

The following tables reflect selected information about the Company’s cash flows during the fiscal year ended 2015 and 2014:

Cash used in operating activities was $1.4 million for fiscal year 2015 as compared to cash provided by operating activities of $483 thousand in the prior year. The decrease in cash flow from operating activities is mainly due to the increase in net loss of the Company. In addition, we had an increase in prepaid expenses of $0.6 million. Partially offsetting this was an increase in impairment of goodwill and intangible assets of $2.9 million, an increase in accounts payable and accrued liabilities of $2.2 million and deferred rent of $1.4 million.

Cash used in investing activities was $4.5 million for fiscal year 2015 compared to $2.9 million in the prior year. Of the cash used in investing activities, the majority was used in the purchase of property and equipment of $4.0 million and $3.1 million in fiscal 2015 and 2014, respectively. The investment in property and equipment in fiscal year 2015 relates to the Company’s New York City location to be opened in May 2015 and $300 thousand the Company paid to AEG Live, LLC for the tangible assets that were required to be returned to AEG Live, LLC at the expiration of the purchase agreement. In addition, during fiscal year 2015, $801 thousand was used to purchase a restricted certificate of deposit for the Company’s New York City lease. For fiscal year 2015, these were partially offset by the redemption of a certificate of deposit of $407 thousand. In fiscal year 2014, the investment in property and equipment related primarily to the opening of the Company’s Buena Park location and the Company’s new Pompeii exhibition. For fiscal year 2014, this was partially offset by proceeds from the disposal of assets of $143 thousand.

Cash provided by financing activities was $7.3 million for fiscal year 2015 compared to cash used of $512 thousand for fiscal year 2014. Cash provided by financing activities for fiscal 2015 relates primarily to the proceeds of $8.0 million from the issuance of notes payable. This was partially offset by the repayment of $220 thousand of the note payable to AEG Live, LLC, and $488 thousand in deferred financing costs paid. Cash used in financing activities in fiscal 2014 relates to primarily to the purchase of treasury stock of $534 thousand and repayment of notes payable of $130 thousand. This was partially offset by proceeds from the exercise of stock options of $185 thousand.

The following table illustrates the Company’s contractual obligations and commitments as of February 28, 2015, assuming we do not exercise any of the Company’s options to extend (in thousands):

* The specimen, artifact and licenses agreements include certain per ticket fees which are not included above.

** Purchase obligations represent unpaid contract amounts for contracts signed before fiscal year end 2015 related to the Company’s “Saturday Night Live” exhibition.

There have no material changes to the Company’s contractual obligations since the fiscal year ended February 28, 2015 other than the changes disclosed below.

The Company’s principal executive office is located at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia. This space, which consists of 12,874 square feet, is used for management, administration and marketing purposes. The Company entered into an eighth amendment to the lease for its principal executive office space in Atlanta, Georgia effective January 1, 2014 which extends the lease until May 31, 2017.

The Company leases warehouse and lab space for the conservation, conditioning and storage of artifacts and other exhibitry. On October 12, 2011, the Company entered into a lease agreement for approximately 48,000 square feet of warehouse and lab space in Atlanta, Georgia. The agreement is for a five-year term with two additional options to extend for up to an additional ten years. For security purposes, we do not disclose the location of this property. Other storage space has been rented on a month-to-month basis, in various locations, as needed.

The Company leased warehouse space to store the Arts and Exhibition, LLC exhibitry. On January 16, 2013, the Company entered into a 6 ½ month lease agreement for approximately 21,000 square feet of warehouse space in Atlanta, Georgia. In August 2013, the Company extended this lease through March 2015. This lease expired and was not renewed on March 31, 2015.

The Company leases warehouse space to store certain exhibitry. On March 1, 2015, the Company entered into a one year lease agreement for approximately 23,000 square feet of warehouse space in Atlanta, Georgia. This lease expires on February 29, 2016.

The Company leases warehouse space for its merchandise inventory under a lease assumed as part of the Exhibit Merchandising, LLC acquisition. The Company assumed a lease dated March 2011, for approximately 20,000 square feet of warehouse space in Statesboro, Ohio under a lease that expired in August 2013. In August 2013, the Company extended this lease to August 14, 2017.

On March 2, 2015, the Company signed a lease for warehouse space in Atlanta, Georgia. The lease term begins March 1, 2015 and expires on February 29, 2016. Total future minimum payments under the lease are $81,600.

On March 12, 2008, the Company entered into a ten-year lease agreement for exhibition space with Ramparts, Inc., owner and operator of The Luxor Hotel and Casino in Las Vegas, Nevada, with an option to extend for up to an additional ten years. This lease includes approximately 36,141 square feet of space within the Luxor Hotel and Casino. We use the space, among other things, to present our “Bodies...The Exhibition” and “Titanic: The Experience” exhibitions. The lease commenced with the completion of the design and construction work which related to the opening of our “Bodies...The Exhibition” exhibition in August 2008 and the opening of the Titanic exhibition in December 2008. See discussion in Note 11. Lease Abandonment in the Company’s 2014 Form 10-K regarding abandonment of a portion of the leased space.

On April 9, 2014, the Company entered into a 130-month lease agreement for exhibition and retail space with 417 Fifth Avenue Real Estate, LLC in New York City, New York. This lease includes approximately 51,000 square feet of space at 417 Fifth Avenue between 37th and 38th streets in the Grand Central district and is near Bryant Park, the Empire State Building and only a few blocks east of Times Square. The Company will use a portion of the space to present its “Saturday Night Live: The Experience” exhibition. Specific information about the other exhibitions that will be opening in the space will be released at a later date. The lease commenced in July 2014 and the Company began presenting exhibitions in the leased space in May 2015.

On July 2, 2008, the Company entered into a lease agreement for exhibition space with Atlantic Town Center in Atlanta, Georgia. Until March 6, 2012, we used the space to present our “Bodies...The Exhibition” and our “Dialog in the Dark” exhibitions. This space is currently being used to present our “Bodies...The Exhibition” and our “Extreme Dinosaurs” exhibitions. The initial lease term was for three years with four one-month renewal options and was scheduled to expire in February 2012. On September 30, 2011, the Company entered into a first amendment to this lease. The first amendment extended the lease term for an additional 16 months, with a two year extension option, and expiring January 31, 2013. On October 22, 2012, the Company entered into a second amendment to the lease for its exhibition space in Atlantic Station in Atlanta, Georgia. The lease term is for an additional 24 months from February 1, 2013 through January 31, 2015. On November 18, 2014, the Company entered into a third amendment to the lease for its exhibition space in Atlantic Station in Atlanta, Georgia. This space is used for our “Bodies…The Exhibition.” The third amendment reduces the Company’s gross leasable area to 11,770 square feet. The lease term is for an additional 24 months from February 1, 2015 through January 31, 2017. The minimum annual rent is $180 thousand.

On April 3, 2013, the Company entered into a lease agreement for exhibition space with the Successor Agency of the Community Redevelopment Agency of the City of Buena Park, California. We opened the space in the second quarter of 2014 and currently present “Bodies…The Exhibition” and “Titanic: The Experience” exhibitions in the space. The Company leased the exhibition space for $1 per month through January 1, 2015, and has agreed to make capital improvements to the space and to maintain the facility during the term. This lease was extended on a month to month basis effective January 1, 2015.

On October 17, 2011, the Company entered into the assignment and second amendment to lease for exhibition space with George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC. We use the space to present our “Titanic: The Experience” exhibition and dinner theatre. The lease term is for five years and expires in September 2016. In January 2014, the Company entered into an additional amendment to the lease to provide the Company with the option to terminate the lease in June 2015.

From time to time the Company enters into short-term lease agreements for exhibition space for its touring exhibitions. At February 28, 2015, the Company had no obligations under lease agreements for its touring exhibits.

The Company currently has two lease agreements for specimens used in its “Bodies” exhibitions, with expiration dates in February and March 2016 with one year options through fiscal year 2020.

The Company has a non-cancellable license agreement for certain artifacts used in its “One Day in Pompeii” exhibition. The leases are payable at the opening of each new venue. This agreement expired after the third “One Day in Pompeii” exhibition in June 2015.

The Company has a non-cancellable license for certain artifacts used in its “Real Pirates” exhibition. The leases are payable quarterly and have a term of five years. This agreement expires in March 2018.

On October 13, 2014, Premier Exhibition Management, LLC, a subsidiary of the Company, entered into an Exhibit Promoter Agreement with Broadway Video Entertainment, Inc. (“BV”) to produce an exhibition based on the television show “Saturday Night Live.” The term of the agreement is five years from the opening date of the exhibition. The exhibit opened on May 29, 2015.

The exhibition features the characters, stories, programs, cast and creators of “Saturday Night Live” and is presented at the Company’s new venue in New York City.

On November 4, 2014, Premier Exhibition Management, LLC entered into a License with Twentieth Century Fox Licensing & Merchandising, a division of Fox Entertainment Group, Inc., as administrator for Twentieth Century Fox Film Corporation (“FOX”) to produce one exhibition based on the Ice Age series of films. The initial term of the agreement is five years from the opening date of the first exhibition. The Company has one five-year option to renew the term which is subject to the Company’s full compliance with its obligations under the agreement.

The exhibition will feature the artwork, characters, stories, and creative elements of the following four theatrical motion pictures: “ICE AGE,” “ICE AGE: THE MELTDOWN,” “ICE AGE: DAWN OF DINOSAURS,” and “ICE AGE: CONTINENTAL DRIFT.” The Company will present the exhibition at museums, science centers and exhibition centers throughout the world. The Company is required to open the exhibit by March 31, 2016, and FOX has the right to terminate the agreement if the first exhibit is not opened by that date.

During the fourth fiscal quarter of 2014, the Company entered into a License Agreement with Semmel Concerts GmbH, a German entity, to present an exhibition based on King Tutankhamun. The term of the agreement is five years from the opening date of the exhibition. The exhibition, titled “The Discovery of King Tut,” uses high quality artistic and scientific reproductions of artifacts found in the tomb of King Tutankhamun to recreate the moment of Howard Carter’s discovery of the lost tomb.

On October 17, 2011, the Company entered into an Asset Purchase Agreement to purchase the assets of a Titanic-themed exhibition (“Titanic: The Experience” or “TTE”) in Orlando, Florida from Worldwide Licensing & Merchandising, Inc. and its shareholder, G. Michael Harris (together, “Worldwide”). Pursuant to the Agreement, the Company purchased the assets of the Orlando exhibition from Worldwide in an installment sale. The Company agreed to pay Worldwide directly a total of $800 thousand over a two-year period, and also agreed to assume rental and other arrearages owed by Worldwide, totaling $720 thousand, which the Company will pay over a four-year period. Based upon an interest rate of 7.6% the net present value of these payments was approximately $1,377 thousand as of the date of the transaction.

On June 29, 2012, the Asset Purchase Agreement was amended to accelerate certain payments to Worldwide. To induce the Company into this agreement, Worldwide agreed to forgive one payment of $90 thousand. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $71 thousand.

On November 26, 2012, the Asset Purchase Agreement was amended to accelerate the final payment to Worldwide. To induce the Company into this agreement, Worldwide agreed to reduce the final payment by approximately $12 thousand. The final payment was also reduced by approximately $6 thousand to repay accounts receivable owed to the Company. Based upon the imputed interest rate of 7.6%, this represented a decrease in the note of approximately $10 thousand. The final payment of $62 thousand was made to Worldwide in December 2012. In January 2014, the Company entered into an additional amendment to the lease to provide the Company with the option to terminate the lease in June 2015.

As of February 28, 2015, the short-term portion of this note payable was $190 thousand and relates to rental and other arrearages payable on behalf of Worldwide.

On April 20, 2012, PEM and its wholly owned subsidiary, Newco, entered into a purchase agreement with AEG Live LLC, AEG Exhibitions LLC, and AEI pursuant to which Newco purchased substantially all of the assets of AEI. The assets purchased include the rights and tangible assets relating to four touring exhibitions known as “King Tut II,” “Cleopatra,” “America I Am” and “Real Pirates.” Of these four exhibitions, the Company is currently touring only “Real Pirates.” The Company issued a non-recourse non-interest bearing note of $14.2 million as part of this transaction. The Company originally recorded the note at $16.4 million. The increase from $14.2 million to $16.4 million was primarily attributable to prepaid licenses and expenses paid by Arts and Exhibition International, LLC that were added to the note balance. The book value of the note was subsequently reduced by $3.7 million for the amount that was not expected to be repaid based upon the terms of the note related to the expected future cash flows of the exhibitions and $1.3 million to discount the note to its net present value at an imputed interest rate of 7.0%. Based upon the expected repayment amount of $12.7 million and an imputed interest rate of 7.0%, the fair value of this note was approximately $11.4 million as of April 20, 2012. During the fiscal second quarter of 2014, a payment of $4.1 million was made to AEG Live, LLC from the restricted assets held by the Company. These payments are made from cash accounts managed but not owned by the Company and are required to be paid to AEG Live, LLC based upon the purchase agreement terms.

During fiscal 2014, the Company, using Level 3 inputs based upon FASB ASC 820, updated the expected future cash flows of the exhibitions and discounted the cash flows at 7.0% to estimate the future payment to AEG Live, LLC based upon the note agreement. As a result of this review, the note payable was reduced by $2.6 million to reflect the updated estimated future payments under the note agreement. This amount is included in the consolidated statement of operations as a gain on note payable fair market value adjustment. In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees are not impaired. As of February 28, 2014, the balance sheet reflects the short-term portion of the note payable at $170 thousand and the long-term portion at $950 thousand, including accrued interest. In March 2014, the Company paid $300 thousand and purchased the tangible assets that were required to be returned to AEG Live, LLC at the end of the purchase agreement.

On April 17, 2014, PEM and AEG terminated the Promissory Note. As part of the termination of the Promissory Note, PEM and AEG entered into a Revenue Payment Agreement providing for modified future payments to AEG with respect to bookings of acquired exhibitions. Pursuant to the Revenue Payment Agreement, going forward PEM will make payments to AEG equal to (a) 90% of net revenues from future bookings and (b) 20% of the net revenues from proposed exhibitions acquired from AEG that are ultimately developed and presented. “Net Revenues” are determined after deduction by PEM of the direct expenses of operating the exhibitions. Pursuant to the Revenue Payment Agreement, AEG will pay to PEM a management fee of 10% of gross revenues (after deducting any booking fees) for each calendar year thereafter; provided that the management fee shall not be less than the following minimum fees: $500,000 in calendar year 2014; and $125,000 in calendar years 2015 and 2016.

During fiscal 2015, the Company, using Level 3 inputs based upon FASB ASC 820, updated the expected future cash flows of the exhibitions and discounted the cash flows at 12.0% to estimate the future payment to AEG Live, LLC based upon the note agreement. As a result of this review, the note payable was reduced by $338 thousand to reflect the updated estimated future payments under the note agreement. This amount is included in the consolidated statement of operations as a gain on note payable fair market value adjustment. In addition, we evaluated the Company’s future rights fees as part of this update and determined that the future rights fees were impaired by $2.7 million.

As of February 28, 2015, the short-term portion of the royalty payable was $413 thousand and the long-term portion was $301 thousand.

On September 30, 2014, Premier Exhibitions, Inc. entered into the Pentwater Notes. Together the Pentwater Notes provided for a loan to the Company in the aggregate amount of $8.0 million. The Pentwater Notes provided for the payment by the Company of interest on a monthly basis at the rate of 12.0% per annum, and the Pentwater Notes matured on March 31, 2015. The Pentwater Notes required the Company to pay a closing fee to the Pentwater affiliates in the aggregate amount of 3% of the loan amount and the fees and expenses incurred by the Pentwater affiliates in connection with the negotiation and execution of the Pentwater Notes. Deferred financing cost related to this loan totaled $388 thousand. The remaining unamortized amounts are included in deferred financing costs on the consolidated balance sheet of the Company.

The Pentwater Notes included customary events of default, and also included events of default relating to the preservation of the Titanic assets and maintaining Samuel S. Weiser as an employee of the Company. The Pentwater Notes also required the Company to maintain minimum unrestricted liquidity of $2.0 million. Upon the occurrence of an event of default, the Company was required to pay default interest at the base rate plus 3%, and the Pentwater affiliates could declare all amounts outstanding under the Pentwater Notes to be immediately due and payable. These amounts are included in deferred financing costs on the consolidated balance sheet of the Company.

The Company was permitted to prepay the Pentwater Notes at any time, at 102% of the face amount during the first three months of the term and 100% of the face amount during the second three months of the term. The Company was required to prepay the Pentwater Note at 102% of the face amount upon a change of control, which would occur upon a change in ownership of 35% of the outstanding shares of the Company or any transfer of any shares of RMST.

The Pentwater Notes were guaranteed by each of RMST, PEM, Arts and Exhibitions International LLC, and Premier Merchandising, LLC, all of which are subsidiaries of the Company.

The Pentwater Notes were secured by substantially all of the assets of the Company and the subsidiary guarantors, including the stock of each of the subsidiary guarantors. The security interest did not apply to the Titanic assets held by RMST, but applied to all revenues, contracts and agreements lawfully arising out of the Titanic assets.

The lenders’ exercise of rights and remedies with respect to the stock of RMST and any revenues, contracts and agreements lawfully arising out of the Titanic assets were expressly governed by and subject to the terms and conditions of the applicable court orders governing the ownership of the Titanic assets by RMST, which included (i) the Opinion issued by the United States District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 12, 2010; (ii) the Order issued by the United State District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 15, 2011; (iii) the Revised Covenants and Conditions for the Future Disposition of Objects Recovered from the R.M.S. Titanic by RMST pursuant to an in-specie salvage award granted by the United States District Court for the Eastern District of Virginia, dated as of August 15, 2011; and (iv) the Process Verbal, issued on October 12, 1993 by the Maritime Affairs Administrator for the Ministry of Equipment Transportation and Tourism, French Republic to TVLP.

As of February 28, 2015, the short-term portion of the Pentwater Notes payable was $8.0 million. The Pentwater Notes were repaid in April 2015 through the assumption of the Pentwater Notes by certain members of the DK Group and the issuance by the Company of the Convertible Note due April 2, 2016.

The Company leases certain computer and security equipment under capital leases. As of February 28, 2015, the balance sheet reflects the short-term portion of capital lease obligations of $31 thousand and the long-term portion of $32 thousand.

During the three months ended May 31, 2015, the Company signed three capital leases for a total of $290 thousand at interest rates ranging from 6.5% to 7.7%. Total monthly payments under the leases are approximately $6,000 per month for 60 months. The leases are secured by certain equipment at our “Saturday Night Live” exhibition.

On February 14, 2014, SeaVentures, Ltd. filed suit against the Company in the Circuit Court for the Ninth Judicial District of Orange County, Florida. The suit alleged that the Company breached a license agreement with SeaVentures under which the Company was required to present certain joint exhibitions containing both Titanic artifacts and artifacts recovered from the RMS Carpathia owned by SeaVentures. SeaVentures sought $743 thousand, plus interest and costs.

On April 3, 2015, RMST and the Company entered into a Full and General Mutual Release, Settlement and Confidentiality Agreement with Seaventures which settled the litigation. Under the settlement, the Company agreed to pay Seaventures $425 thousand, as follows: $75 thousand on or before April 10, 2015, $100 thousand on or before March 1, 2016; $100 thousand on or before March 1, 2017; and $150 thousand on or before March 1, 2018. In addition, the Company agreed to stage at least two joint exhibitions presenting Carpathia and Titanic artifacts within 24 months from the date of execution of the Agreement. The Company will pay Seaventures a portion of the net revenues from those joint exhibition or a per ticket fee, depending on the location of the joint exhibition. In fiscal year 2015, the Company recorded a liability for this settlement of $344 thousand, net of an $81 thousand discount at 12%, to reflect the present value of the future payments. The balance as of May 31, 2015 is $278 thousand.

The Company has signed significant purchase agreements related to its new “Saturday Night Live” exhibition. Unpaid contracts amounts at the end of fiscal 2015 related to its “Saturday Night Live” exhibition were $824 thousand.

Subsequent to fiscal year end 2015, the Company signed contracts of $1.6 million related to its new exhibition “Saturday Night Live” and funded $1.6 million in additional leasehold improvements.

The Company was party to a Consignment Agreement (December 20, 2011) with Guernsey’s auction house to sell the Company’s Titanic artifacts and related intellectual property. If a transaction had been closed, the Company would have been required to pay Guernsey’s a fee of up to 8% of the sale price if a purchase agreement were entered into within 60 days of the auction deadline, and up to 4% of the sale price if a purchase agreement were entered into thereafter. The actual amount of the commission would have depended on the sale price, identity of the purchasing party and the date when the sale was closed. The obligation to pay a fee to Guernsey for a Titanic artifact sale has ended pursuant to the terms of the agreement. In addition, if a transaction to sell the Titanic artifact collection was closed, the Company may have been required to pay a transaction bonus to Christopher Davino, former President of RMST, dependent upon the sale price, identity of the purchasing party and the date when the sale is closed. The obligation to pay a transaction bonus to Mr. Davino has also ended. Prepaid fees related to the auction and professional fees related to the sale to the Consortium totaled $666 thousand and were written-off in fiscal 2014. This write-off is included in the consolidated statements of operations as write-off of assets.

There have been no material changes to the Company’s contractual obligations since the year ended February 28, 2015, other than the changes noted below.

On April 2, 2015, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Weiser (our former Executive Chairman, and prior to that, our President and Chief Executive Officer), pursuant to which Mr. Weiser resigned as Executive Chairman and as a member of the Company’s board of directors and agreed to make himself available to provide consulting advice as and when reasonably requested by Premier through September 30, 2015. In the Consulting Agreement, the parties agreed that the Employment Agreement, dated August 28, 2014, relating to Mr. Weiser’s service as Executive Chairman is terminated and that the payments and benefits under the Separation Agreement and Release, dated June 20, 2014 (the “Separation Agreement”), between Mr. Weiser and the Company will recommence, as contemplated by the Employment Agreement. In consideration for Mr. Weiser’s agreement to provide consulting services, and in addition to the payments and benefits recommencing under the Separation Agreement, the Company agreed to pay Mr. Weiser consulting fees in the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the Transaction or September 30, 2015. The Company also agreed to reimburse Mr. Weiser for the attorney fees incurred by him in negotiating and executing the Consulting Agreement, not to exceed $5,000. In addition, Mr. Weiser’s outstanding option, dated June 12, 2013, to acquire 15,000 shares of the Company’s common stock has an exercise price of $4.48 per share and expires in 2020. The Consulting Agreement contains a mutual release of claims and mutual non-disparagement provision.

The Company has identified the policies below as critical to the business operations and the understanding of the results of operations. There were no material changes to the Company’s critical accounting policies during the quarter ended May 31, 2015.

When evaluating multiple element arrangements, the Company considers whether the components of the arrangement represent separate units of accounting.

The Company recognizes revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable, and (4) the fee is probable of collection. The Company allocates the fees in a multi-element arrangement to each element based on the relative fair value of each element, using vendor-specific objective evidence (“VSOE”) of the fair value of each of the elements, if available. VSOE is generally determined based on the price charged when an element is sold separately. In the absence of VSOE of fair value, the fee is allocated among each element based on third-party evidence (“TPE”) of fair value, which is determined based on competitor pricing for similar deliverables when sold separately. When the Company is unable to establish fair value using VSOE or TPE, the Company uses estimated selling price (“ESP”) to allocate value to each element. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold separately. The Company determines ESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices.

Deferred revenue includes payments or billings recorded prior to performance and amounts received under multiple element arrangements in which the fair value for the undelivered elements does not exist. In these instances, revenue is recognized when the fair value for the undelivered elements is established or when all contractual elements have been completed and delivered.

The Company recognizes exhibition revenue for exhibits when earned and reasonably estimable. The exhibition agreements may have a fixed fee, may be based on a percentage of gross profit, or a combination of the two. A variable fee arrangement may include a nonrefundable or recoupable guarantee paid in advance or over the exhibition period. The following are the conditions that must be met in order to recognize revenue:

If all of the conditions as outlined above are not met, revenue is recorded as deferred revenue until all conditions are met.

Exhibition Revenue is primarily comprised of the following: Admissions, Licensing, and Audio Tour Revenue. All revenues are shown net of any applicable sales or use taxes.

Admissions revenue includes ticket sales from the Company’s semi-permanent exhibitions and partner gross profit distribution.

Revenue from the semi-permanent exhibitions is derived from ticket sales at venues operated solely by the Company. The revenue is recorded upon the customer’s ticket purchase. Advance ticket sales are recorded as deferred revenue pending the “event date” on the ticket.

Partner gross profit distribution represents the Company’s share of gross profit from partner run exhibitions. Exhibition gross profit is generally calculated as net ticket sales and other ancillary revenue less exhibition expenses as stated in the exhibition agreement. The Company’s share or percentage is defined in the exhibition agreement and recognized over the duration of the exhibition. Independent partners provide the Company with box office information, operational expenses, marketing costs, and other exhibition expenses. The Company utilizes this information to determine the amount of revenue to recognize by applying the contractual provisions included in the exhibition agreement. The amount of revenue recognized for the period depends on timing, accuracy and completeness of information received from independent partners.

Licensing revenue is derived from fees paid by independent partners to co-produce, display and promote the Company’s exhibitions. The Company recognizes license fees ratably over the duration of the exhibition.

Revenue derived from equipping and operating an audio tour is recognized upon customer purchase.

Merchandise revenue includes self-run and the Company’s share of independent partner merchandise gross profit. Revenues from the Company’s semi-permanent exhibitions are recorded upon customer purchase. In most cases, independent partner revenue is derived as a percentage of the merchandise gross profit and typically recorded on a consignment basis.

Exhibition licenses primarily represent exclusive rights to exhibit certain anatomical specimens and organs acquired for the use of the licensor’s technology, documentation, and know-how with respect to the plastination of human body specimens and organs. Depending upon the agreement with the rights holder, the Company may obtain the rights to use anatomical specimens and organs in multiple exhibitions over multiple years. Costs are capitalized and amortized over the remaining useful life of the specimens and organs for the anatomical specimens and organs. Costs incurred to renew or extend license agreements are capitalized upon renewal of the license and are amortized over the term of the agreement.

Quarterly, the Company evaluates the future recoverability of any unamortized exhibition license costs based on the exhibition’s performance, success of other exhibitions, whether there are any exhibitions planned for the future, and/or specific events that would impair recoverability. An impairment charge may result if the actual exhibition revenues, combined with currently forecasted future exhibition revenues, are less than the revenue required to amortize the remaining licensing costs. The Company expenses exhibition license costs when it believes such amounts are not recoverable. Capitalized exhibition license costs for those exhibitions that are cancelled are charged to expense in the period of cancellation.

When the Company tests for impairments, the valuation techniques used to determine the value of the Company’s exhibition licenses are based on unobservable inputs (Level 3 per ASC 820). Based upon the results of the Company’s impairment tests in fiscal 2015 and fiscal 2014, the Company determined there were no impairments in fiscal 2015 and fiscal 2014.

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Although goodwill is not amortized, we review the Company’s goodwill for impairment annually, or more frequently, if events or changes in circumstances warrant a review. While completing the Company’s annual impairment test of the Company’s single reporting unit in the fourth quarter of fiscal 2015 the Company determined that its goodwill was impaired. See Note 8. Goodwill and Other Intangible Assets to the Company’s consolidated financial statements in the Company’s 2014 Form 10-K for further details. The Company completed its annual impairment test of the Company’s single reporting unit in the fourth quarter of fiscal year 2014 and determined that there was no impairment.

Acquired intangible assets with finite lives, including future rights fees, are amortized over their estimated useful lives and reflected in the Depreciation and Amortization line item on the Company’s consolidated statements of operations. The Company’s acquired intangible assets are reviewed for impairment whenever an impairment indicator exists. The Company continually monitors events or changes in circumstances that could indicate that the carrying amounts of the Company’s long-lived assets, including the Company’s intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Fair value is determined using a discounted cash flow analysis that involves the use of significant estimates and assumptions, some of which may be based in part on historical experience, forecasted information and discount rates. While completing the Company’s annual impairment test of the Company’s single reporting unit in the fourth quarter of fiscal 2015 the Company determine that a portion of the Company’s future rights fees were impaired. See Note 8. Goodwill and Other Intangible Assets to the Company’s consolidated financial statements in the Company’s 2014 Form 10-K for further details. The Company completed its annual impairment test of the Company’s single reporting unit in the fourth quarter of fiscal year 2014 and determined that there was no impairment.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the basis of assets and liabilities reported for financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. As of February 28, 2015 and February 28, 2014, the Company established a valuation allowance of $17.2 million and $11.7 million, respectively, against all net deferred tax assets.

The Company utilizes a two-step approach for evaluating tax positions. Recognition (Step 1) occurs when an enterprise concludes that a tax position, based solely on its technical merits is more likely than not to be sustained upon examination. Measurement (Step 2) is only addressed if Step 1 has been satisfied. Under Step 2, the tax benefit is measured at the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon final settlement. The term “more likely than not” is interpreted to mean that the likelihood of occurrence is greater than 50%.

The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. The Company’s stock-based compensation expense is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the awards’ vesting period. Stock compensation expense of $262 thousand and $231 thousand for fiscal 2015 and 2014, respectively, is included in “General and administrative expenses” in the Consolidated Statements of Operations.

Stock Options. Fair value of stock options is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The risk free rate for periods within the expected life of the option is based on the U.S. Treasury Note rate.

Restricted Stock. The Company grants restricted stock or restricted stock units (“RSUs”) to certain of its employees and directors. Fair value of restricted stock and RSUs is determined based on the fair value of the Company’s stock on the date of grant.

Warrants. The Company has granted warrants under various service agreements. None of these agreements are outstanding.

Stock Appreciation Rights. The Company granted stock appreciation rights to one of its executive officers. Fair value of stock appreciation rights is determined using the Black-Scholes pricing model using weighted-average assumptions including expected volatility, risk-free interest rates, and the expected life of the award. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that stock appreciation rights granted are expected to be outstanding. The risk free rate for periods within the expected life of the stock appreciation rights is based on the U.S. Treasury Note rate. Fair value is recalculated at the end of each reporting period.

If assumptions change during the life of the awards’ vesting period, the Company may modify or reverse the related stock compensation expense in accordance with current FASB guidance. The Company has experienced a reversal of stock compensation expense in prior years related to forfeitures of options and RSUs in instances where forfeitures were not anticipated or incorporated into the stock compensation expense calculation.

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists in Accounting Standards Update 2013-11 (ASU 2013-11)

In July of 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward Exists,” which requires tax benefits to be presented in the financial statement as a reduction to deferred tax asset for a net operating loss carryforward or a tax credit carryforward. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Update 2014-08 (ASU 2014-08)

In April of 2014, FASB issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. The Company adopted the guidance effective March 1, 2014. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or our disclosures.

In May of 2014, FASB issued Accounting Standards Update No. 2014-09 that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of the guidance will be effective for the Company beginning in the first fiscal quarter of 2018 but may be deferred by one year based on changes in the FASB requirements. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements.

Preparation of Financial Statements - Going Concern Update 2014-15 (ASU 2014-15)

In August 2014, FASB issued Accounting Standards Update No. 2014-15, “Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, “Presentation of Financial Statements - Liquidation Basis of Accounting.” Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of this accounting pronouncement on our consolidated financial statements.

As of May 31, 2015, the short-term portion of the note payable related to the Company’s purchase of the assets of a Titantic-themed exhibition from Worldwide was $193 thousand and relates to rental and other arrearages payable on behalf of Worldwide. In addition, the Company declined to exercise its option to terminate the lease with Worldwide in June 2015 pursuant to the January 2014 amendment to the lease.

On July 2, 2015, the Company received notice from the Internal Revenue Service that the tax return of Premier Exhibition Management, LLC for the fiscal year ended February 28, 2013 had been selected for examination. This examination is expected to begin in the second fiscal quarter of 2016.

Dinoking, d/b/a Dinosaurs Unearthed, was incorporated under the laws of British Columbia in 2006. Its head office is located in Canada at 110 - 11188 Featherstone Way, Richmond, British Columbia. Dinoking operates an international, industry-leading traveling exhibition business with a range of indoor and outdoor exhibition experiences designed to engage and entertain audiences. Dinoking is a creator of immersive guest experiences grounded in current science. The business has an established team of exhibit designers, technical experts, artists and scientific advisors. Since Dinoking’s launch in 2007, exhibitions have opened throughout North America, Australia, Asia, Europe and the Middle East in over 40 locations.

The exhibitions appear at pre-existing venues such as museums, science centers, zoos, amusement parks and other unique venues. The indoor exhibition spaces range from 2,000 sq. ft. to 15,000 sq. ft., with anywhere from 4 to 25 animatronic models in each. The indoor exhibition design includes – in addition to animatronics – skeletons, fossils, scenic décor and landscaping, lighting, sound, large format graphics, interpretive content and interactive experiences. The current indoor brands include Dinosaurs Unearthed, Extreme Dinosaurs and Xtreme BUGS.

The outdoor exhibitions range in size from one acre to 12.5 acres and include anywhere from 15 to 65 animatronic models in naturalistic, park-like settings with interpretive content and interactive activities. Dinosaurs Alive! is the outdoor exhibition brand.

There are 16 exhibition sets: five traveling indoor sets, two traveling outdoor sets, and eight semi-permanent outdoor sets; Dinoking is launching its indoor/outdoor traveling sea creatures exhibition in June 2015 in Australia.

Currently, there are two indoor exhibitions appearing in the U.S. and two in Canada. There is one traveling outdoor exhibition in Canada, one semi-permanent outdoor exhibition in Canada and seven semi-permanent outdoor exhibitions in the US.

Dinoking designs and develops each exhibition and manages the logistics of shipping from location to location. Dinoking’s turnkey exhibition packages include all elements for staging the exhibition as well as production teams that travel for set up and dismantling. Each venue is responsible for the day-to-day ongoing operations of the exhibitions.

Dinoking’s exhibitions are created out of specific story-driven themes that provide the foundation for exhibit designers, 3-D and graphic designers, writers, artists, and scientific experts to complete the experience. The exhibitions are then customized to suit the size, layout and nuances of each venue. Exhibition design; content development; pre-production planning; production; service; and client support for marketing, media relations and education programming are key aspects of staging exhibitions of all sizes.

Dinoking primarily earns income through short and long-term lease and financing arrangements included in revenues in the Consolidated Statement of Operations. For sales type/finance leases, an asset is recorded at lease inception comprised of the aggregate future minimum lease payments. Finance income is recognized over the life of the lease to approximate a level rate of return on the net investment, with the sale of the underlying assets and related cost of sales recorded upon the commencement of the lease.

Dinoking’s CEO & President, Daoping Bao, founded Dinoking in 2006. He brings over 20 years of creative entrepreneurial experience to his work with significant success in museum exhibit design, filmmaking, manufacturing, business development and capital fundraising. Daoping has worked throughout North America and Asia on diverse projects and business ventures including joint ventures, fossil exchanges, infrastructure development, gaming development and attractions development. Daoping was instrumental in establishing the leading animatronic manufacturing facility in Zigong, China and establishing Dinoking as the world-leading dinosaur exhibition company, a CCTV documentary of which aired in China in July 2014. Prior to Dinoking, Daoping founded an international trading company, a merchant bank and an investment company handling over $200,000,000 in development transactions in Asia.

Dinoking’s Managing Director, Nancy Brenner, joined Dinoking in early 2007 and has extensive experience in entrepreneurial business development, management, marketing and communications, and client relations. Nancy’s work focuses on taking the vision of the company and articulating that to the team to reach and exceed business objectives, synthesizing the growing business vision with the day-to-day operations. Nancy’s role at Dinosaurs Unearthed in managing the business includes team development, new product development, operations and growing a client base. She has worked in tourism and the medical products industries and in building revenue generators for not-for-profit tourism organizations. Nancy has served as President of the Board of the BC Work Information Network, an early Internet-based career development resource in British Columbia. Nancy has a BA, Summa Cum Laude, from Stonehill College, MA.

Dinoking currently has 17 full time and six permanent part time employees who will remain with the business post-Merger.

Dinosaurs Unearthed Corp. is a wholly-owned subsidiary of Dinoking, established in order to provide exhibition-based assets of Dinoking to exhibitions located within the United States.

The authorized share structure of Dinoking consists of an unlimited number of common shares, without par value, of which 3,800 shares are issued and outstanding and held of record by two shareholders (Daoping Bao and Nancy Brenner), and an unlimited number of Class A Redeemable Preferred Shares, without par value, of which 336 shares are issued and outstanding and held of record by one shareholder (Daoping Bao). The Class A Redeemable Preferred Shares are non-voting and are redeemable at $2,235 per preferred share at the option of Dinoking.
None of Dinoking’s securities are listed on any stock exchange or automated dealer quotation system.

Dinoking Tech Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion contains forward-looking statements that involve risks and uncertainties. Dinoking’s actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, many of which are outside of Dinoking’s control and are difficult for us to forecast or mitigate. The factors that could cause Dinoking’s actual results to differ materially from those expressed or implied by us in any forward-looking statements contained herein or made elsewhere by or on behalf of us include the risks described elsewhere in this proxy statement.

The consolidated results of operations for the quarters ended March 31, 2015 and March 31, 2014 and the years ended December 31, 2014 and December 31, 2013 are not necessarily indicative of the results that may be expected for any future period. The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto as at December 31, 2014 and 2013 and the condensed consolidated financial statements as at March 31, 2015 and 2014.

The Quarter Ended March 31, 2015 Compared to the Quarter Ended March 31, 2014

An analysis of Dinoking’s condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, with percentage changes, as follows:

Revenue. During the quarter ended March 31, 2015, total revenue increased by $396 thousand, or 38.9% to $1.4 million compared to the same period last year, as reflected in the following table.

Revenue increased by $396 thousand to $1.4 million primarily due to an increase in the number of semi-permanent exhibitions in the first quarter of fiscal 2015 in comparison to 2014.

Total revenue for the quarter ending March 31, 2015 was $1,414,000 (2014 - $1,018,000) an increase of approximately 39% from 2014. Dinoking has generated sales-type lease and fixed fee revenues for the period of $1,108,000 (2014 - $797,000), and gate share revenues, contingent on the attendance levels of exhibitions with gate-sharing arrangements totaling approximately $306,000 (2014 - $221,000). For 2015 and future periods, Dinoking has 12 existing contracts expiring at various dates through fiscal 2019.

Cost of revenue. During the three months ended March 31, 2015, total cost of revenue decreased by $17 thousand, or 5.2%, to $309 thousand compared to the same period last year, as reflected in the following table.

Cost of revenues decreased from 29.7% of total revenue in the first quarter of 2014 to 21.2% in the first quarter of fiscal 2015.

For the quarter ending March 31, 2015, total cost of revenue was $309 thousand (2014: $326 thousand) a decrease of $17,000 or 5.1% year over year. Sales-type lease accounting requires that the cost of the underlying assets are significantly recorded as cost of sales as at the date of the inception of the contract. As such, for the significant contracts as described in the revenue section above, certain of the assets were expensed as cost of sales upon the commencement of the exhibition, totaling approximately $257 thousand in the first quarter of 2015 ($225 thousand in 2014). Other changes in cost of goods sold were attributable to a reduction in installation and production costs of $61 thousand, a reduction in strike costs of $13 thousand and an increase in travel costs of $20 thousand.

The increase in revenue and decrease in costs of revenues resulted in an increase in Dinoking’s gross profit from $692 thousand or 68.0% during the three months ended March 31, 2014 to $1.11 million or 787% of revenue for the three months ended March 31, 2015.

Operating expenses. Dinoking’s operating expenses increased by $435 thousand to $1.13 million for the three months ended March 31, 2015 compared to the same period last year. The increase is primarily attributable to an increase in professional fees by approximately $355 thousand in comparison to 2014 due to the professional fees related to the proposed merger transaction. Travel and entertainment expenses increased $34 thousand and warehouse expenses increased $30 thousand. Foreign exchange gain recognized was higher for 2015 at gain of $42 thousand compared to a foreign exchange loss in 2014 of approximately $35 thousand.

Dinoking’s depreciation and amortization expenses increased by $120 thousand from the prior year. The increase is attributable to Dinoking having acquired additional assets during the year ended December 31, 2014, subject to amortization in the quarter ended March 31, 2015.

Dinoking recognized interest expense of $20 thousand on Dinoking’s debt during first quarter of fiscal 2015 as compared to $18 thousand in the first quarter of 2014 due to an increase in interest-bearing obligations.

Net loss attributable to the shareholders of Dinoking Tech Inc. Dinoking realized a net loss of $29 thousand for the three months ended March 31, 2015 as compared to net loss of $7 thousand for the same period last year due mainly to additional sales-type lease and fixed fee revenues, offset by an increase in operating expenses, primarily due to professional fees incurred associated with the merger transaction.

An analysis of Dinoking’s consolidated statements of operations for fiscal 2014 and fiscal 2013, with percentage changes from 2013 to 2014, is as follows:

Revenue. During the year ended December 31, 2014, total revenue increased by $4.7 million, or 74.2% to $11.1 million compared to the same period last year, as reflected in the following table.

Revenue for the year ending December 31, 2014 was CAD $11,129,848, an approximate 74.2% increase from revenues of CAD $6,389,510 for fiscal 2013. Due to the nature of Dinoking’s operations, and presentation of revenues in accordance with accounting standards generally accepted in the United States, sales-type lease accounting results in significant recognition of contractual revenues at the inception of a contract. Gate-share revenues are earned and reported monthly dependent on the revenues of the underlying exhibitor. During fiscal 2014, Dinoking renegotiated certain of its existing contracts from gate-share and fixed fee arrangements to only fixed fee contracts, resulting in immediate recognition of the majority of the contractual payments to be received in the future, governed by sales-type lease accounting. As such, the increase in revenues for fiscal 2014 in comparison to 2013 are not primarily attributable to significant new contracts entered into during the period, more so, due to revisions of existing contracts and the resulting immediate recognition of the contractual payments in the year of amendment to the contracts previously in place. The revision to such contracts during fiscal 2014 resulted in recognition of approximately CAD $9.9 million in revenues.

For 2015 and future periods, Dinoking has 12 existing contracts expiring at various dates through fiscal 2019. Sales-type lease income for these contracts, representing the financing component is estimated to be approximately CAD $610,000 through fiscal 2017, CAD $540,000 in fiscal 2018 and CAD $250,000 in fiscal 2019. In addition to the sales-type lease income, Dinoking has generated gate-share revenues, contingent on the attendance levels of 5 exhibitions with gate-sharing arrangements, totaling approximately CAD $760,000 in fiscal 2014. All gate-share contracts with the exception of 2 expired in 2014, with the gate-share revenues attributable to the continuing contracts, each of which expires in 2015, totaling CAD $130,000 in fiscal 2014.

Cost of Revenue. During fiscal year 2014, cost of revenue as a percent of revenue was 14.8% as compared to 39.2% for fiscal year 2013, as reflected in the following table.

Cost of revenues decreased from 39.2% of total revenue in 2013 to 14.8% in the first quarter of fiscal 2015.

For the quarter ending March 31, 2015, total cost of revenue was $1.6 million (2014: $2.5 million) a decrease of $856 thousand or 34.2% year over year. Sales-type lease accounting requires that the cost of the underlying assets are significantly recorded as cost of sales as at the date of the inception of the contract. As such, for the significant contracts as described in the revenue section above, certain of the assets were expensed as cost of sales upon the commencement of the exhibition, totaling approximately $969 thousand in fiscal 2014 ($1.9 million in 2014). Changes in other costs of revenues increased primarily due to increased labour and maintenance associated with the aging of the assets.

The increase in revenue and decrease in costs of revenues resulted in an increase in our gross profit from $3.9 million or 60.8% during fiscal 2013 to $9.5 million or 85.2% of revenue for the fiscal year ended 2015

Operating Expenses. Operating expense increased by 2.5% during fiscal 2014 compared to fiscal 2013. The following table illustrates operating expenses and percentage changes for fiscal 2014 vs. fiscal 2013:

Operating. Operating expense (net of depreciation and loss on disposal of equipment) decreased by $389 thousand, as reflected in the following table:

As reflected by the table above, the decrease in operating expense is primarily attributable to a gain on foreign exchange in the current year of $225 thousand, in comparison to a loss on foreign exchange for prior year of $88 thousand, comprising $313 thousand of the decrease for the period. Additionally, Dinoking incurred decreased warehouse expenses and administration costs of $145 thousand and $56 thousand, offset by an increase to salaries, wages and benefits of $146 thousand.

Depreciation and Amortization. Depreciation and amortization increased $453 thousand from the prior year. The increase in depreciation expense is attributable to the renegotiation of certain contracts in the current year, resulting in a deemed return of such assets upon renegotiation, therefore an increase to their amortization.

Income tax expense: Dinoking recorded an income tax expense in fiscal 2014 of $865 thousand, an increase of $813 in comparison to prior year, attributable to the increase in comprehensive income of $5.8 million in comparison to 2013.

Net loss attributable to shareholders of Dinoking Tech. Inc. Dinoking realized comprehensive income of $5.8 million as compared to $949 thousand in fiscal 2013.

The Quarter Ended March 31, 2015 Compared to the Quarter Ended March 31, 2014 – Segment results

Dinoking operates in one segment; the rental of animatronic dinosaurs, fossils and skeletons to indoor and outdoor exhibitions, primarily in Canada and the United States of America.

Dinoking’s operations have been financed primarily through cash flow from operations, existing cash and our TD Commercial Banking, fixed rate term loan. Dinoking has incurred significant comprehensive income over the current and prior year, and expects that revenue from operations, receipt of contractual payments and existing cash and term deposit balances are sufficient to finance Dinoking’s existing operations for fiscal 2015 and subsequent financial periods.

The following tables reflect selected information about our cash flows during the three months ended March 31, 2015 and 2014:

Operating Activities. For the first fiscal quarter of 2015, cash used in operating activities was $217 thousand as compared to net cash provided in operating of $1.1 million in the prior year period Significant changes in non-cash working capital included an increase in accounts receivable of $430,209. This increase was primarily due to Dinoking providing upfront cash funding for a partner project on behalf of one international client. An increase in accounts payable of $500,559 was due to professional and legal expenses incurred in relation to the planned merger transaction with Premier Exhibitions Inc.

Investing Activities. Cash used in investing activities was $495 thousand for the first quarter of fiscal 2015 as compared to $1.0 million in the prior year. The investing activities for the period ended March 31, 2015 were attributable to acquisition of property plant and equipment to accommodate 2015 exhibition contracts.

Financing Activities. Cash provided by financing activities was $269 thousand for the first fiscal quarter of 2015 compared to cash used in financing activities of $279 thousand for the first fiscal quarter of 2015. Cash provided by financing activities for the first quarter of fiscal 2015 is due to net advances of a term loan.

The following tables reflect selected information about Dinoking’s cash flows during the fiscal year ended 2014 and 2013:

Cash from operating activities was $566 thousand for fiscal year 2014 as compared to cash provided by operating activities of $2,451 thousand in the prior year. The decrease in cash flow from operating activities is mainly due to the increase in finance income, sales-type leases and deferred revenue, totaling $5.7 million. The decrease was offset by net income of $5.7 million for the year. In 2013, the operating cash increase was primarily attributable to an increase in sales-type leases and deferred revenues in addition to the net income of $959 thousand.

Cash used in investing activities was $815 thousand for fiscal year 2014 compared to $410 thousand in the prior year. In fiscal 2014, all of the investing activity was related to the acquisition of property and equipment. In fiscal 2013, the investing activity was comprised of acquisition of property and equipment of $443 thousand, purchase of term deposits of $52 thousand, offset by net investment in leases of 60 thousand and proceeds on disposal of property and equipment of $26 thousand.

Cash used in financing activities was $679 thousand for fiscal year 2014 compared to cash used of $113 thousand for fiscal year 2013. The 2014 financing activity was comprised of repayment of Dinoking’s term loan, redemption of preferred stock and payment of dividends, at $538 thousand, $64 thousand and $141 thousand respectively. The 2013 cash flows from financing were primarily comprised of advances of a term loan in the amount of $1,750,000, offset by repayment to shareholders and payment of dividends of $1,121 thousand and $701 thousand respectively.

Dinoking has identified the policies below as critical to the business operations and the understanding of the results of operations. There were no material changes to Dinoking’s critical accounting policies during the quarter ended March 31, 2015.

Dinoking’s revenue arrangements with certain customers may involve multiple elements consisting of exhibition assets; services associated with the exhibition assets including exhibition design support, supervision of installation and employee training, a license to use of Dinoking’s intellectual property (logos, photos, graphics, illustrations and exhibition content), and maintenance. Dinoking evaluates all elements in an arrangement to determine what are considered deliverables for accounting purposes and which of the deliverables represent separate units of accounting based on the applicable accounting guidance in the Leases Topic of the FASB ASC and the Revenue Recognition Topic of the FASB. If separate units of accounting are either required under the relevant accounting standards or determined to be applicable under the Revenue Recognition Topic, the total consideration received or receivable in the arrangement is allocated based on the applicable guidance in the above noted standards.

Dinoking has identified the provision of exhibition assets, design support, supervision of installation, employee training and the use of Dinoking’s trademarks to be a single deliverable and a single unit of accounting (the “Exhibition Deliverable”). When an arrangement does not include all the elements of an Exhibition Deliverable, the elements of the Exhibition Deliverable included in the arrangement are considered by Dinoking to be a single deliverable and a single unit of accounting. Dinoking is not responsible for the physical installation of the exhibition assets in the customer’s facility; however, Dinoking supervises the installation by the customer. The customer has the right to use Dinoking’s intellectual property for the duration of the exhibition.

Dinoking’s Exhibition Deliverable arrangements involve either a sales-type or operating lease. Consideration for the Exhibition Deliverable, other than those delivered pursuant to joint revenue sharing arrangements, consist of upfront or initial payments made before and after the final installation of the exhibition assets and ongoing payments throughout the term of the lease or over a period of time, as specified in the arrangement. The ongoing payments are generally a fixed annual amount or a certain percentage of the exhibition admissions. Dinoking’s arrangements are non-cancellable, unless Dinoking fails to perform its obligations. In the absence of a material default by Dinoking, there is no right to any remedy for the customer under Dinoking’s arrangements. If a material default by Dinoking exists, the customer has the right to terminate the arrangement and seek a refund only if the customer provides notice to Dinoking of a material default and only if Dinoking does not cure the default within a specified period.

Dinoking uses the Leases Topic of FASB ASC to evaluate whether an arrangement is a lease within the scope of the accounting standard. Arrangements not within the scope of the accounting standard are accounted for as either a sales or services arrangement, as applicable.

For lease arrangements, Dinoking determines the classification of the lease in accordance with the Lease Topic of FASB ASC. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the equipment is classified as a sales-type lease based on the criteria established by the accounting standard; otherwise the lease is classified as an operating lease.

For sales-type leases, the revenue allocated to the Exhibition Deliverable is recognized when the lease term commences, which Dinoking deems to be when all of the following conditions have been met: (1) the exhibition assets have been installed and are in full working condition; (2) the employee training has been completed; and (3) the earlier of (a) receipt of the written customer acceptance certifying the completion of installation and testing of the exhibition assets and completion of employee training or (b) public opening of the exhibition, provided collectability is reasonably assured.

The initial revenue recognized for sales type leases consists of the initial payments received and the present value of future fixed ongoing payments computed at the interest rate implicit in the lease.

For operating leases, initial payments and fixed ongoing payments are recognized as revenue on a straight-line basis over the lease term. For operating leases, the lease term is considered to commence when all of the following conditions have been met: (1) the exhibition assets have been installed and are in full working condition; (2) the employee training has been completed; and (3) the earlier of (a) receipt of the written customer acceptance certifying the completion of installation and testing of the exhibition assets and completion of employee training or (b) public opening of the exhibition, provided collectability is reasonably assured.

Revenues from joint revenue sharing arrangements with upfront payments that qualify for classification as sales-type leases are recognized in accordance with the sales-type lease criteria discussed above. Contingent revenues from joint revenue sharing arrangements are recognized as exhibition admissions are reported by the customer, provided collectability is reasonably assured.

Finance income is recognized over the term of the sales-type lease provided collectability is reasonably assured. Finance income recognition ceases when Dinoking determines that the associated receivable is not collectible.

Finance income is suspended when Dinoking identifies a customer that is delinquent, non-responsive or not negotiating in good faith with Dinoking. Once the collectability issues are resolved Dinoking will resume recognition of finance income.

Exhibition assets subject to sales-type leases includes the cost of the exhibition assets and costs related to project management, design, delivery and installation supervision services as applicable. The costs related to exhibition assets under sales- type lease arrangements are relieved from inventory to costs and expenses applicable to revenues – equipment sales when revenue recognition criteria are met.

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful life of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. If an evaluation is required, management would assess whether the carrying value of the asset group is recoverable by comparing the sum of the undiscounted cash flows to the carrying value of the asset group. If the asset is not recoverable, management compares the estimated fair value of the asset to the asset’s carrying amount to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value in the period incurred.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance so that the assets are recognized only to the extent that when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Per FASB ASC 740 “Income taxes” under the liability method, it is Dinoking’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2014 Dinoking believes it has appropriately accounted for any unrecognized tax benefits. To the extent Dinoking prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, Dinoking’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with Dinoking’s tax positions are recorded as Interest Expense.

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists in Accounting Standards Update 2013-11 (ASU 2013-11)

In July of 2013, the Financial Accounting Standards Board (FASB) issued ASU No. 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward Exists,” which requires tax benefits to be presented in the financial statement as a reduction to deferred tax asset for a net operating loss carryforward or a tax credit carryforward. Dinoking adopted the guidance effective January 1, 2015. The adoption of this guidance did not have a material effect on Dinoking’s financial position, results of operations, or disclosures.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Update 2014-08 (ASU 2014-08)

In April of 2014, FASB issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. Dinoking adopted the guidance effective January 1, 2015. The adoption of this guidance did not have a material effect on Dinoking’s financial position, results of operations, or disclosures.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of the guidance will be effective for Dinoking beginning in the first fiscal quarter of 2018 but may be deferred by one year based on changes in the FASB requirements. Dinoking is currently evaluating the impact of this accounting pronouncement on its consolidated financial statements.

Preparation of Financial Statements - Going Concern Update 2014-15 (ASU 2014-15)

In August 2014, FASB issued Accounting Standards Update No. 2014-15, “Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, “Presentation of Financial Statements - Liquidation Basis of Accounting.” Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Dinoking is currently evaluating the impact of this accounting pronouncement on its consolidated financial statements.

This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Company’s amended articles of incorporation and amended bylaws and all applicable provisions of Florida law. You are urged to read the Company’s amended articles of incorporation and amended bylaws in their entirety for the actual terms of the Company’s capital stock, which are filed as exhibits to the registration statement on Form S-8 filed with the SEC on August 17, 2009, the Current Report on Form 8-K filed with the SEC on October 19, 2012, and the Annual Report on Form 10-K for the year ended February 28, 2015 filed with the SEC on May 28, 2015, respectively.

The Company’s authorized capital stock consists of 65,000,000 shares of common stock, $0.0001 par value per share. At the close of business on February 27, 2015, the Company effected a 1-for-10 reverse stock split of its issued common stock and the share numbers in this proxy statement have been adjusted for the reverse stock split. The reverse stock split did not affect the number of shares of common stock authorized in the Company’s Articles of Incorporation. As of July 24, 2015, 4,917,222 shares of the Company’s common stock were issued and outstanding.

The holders of outstanding shares of the Company’s common stock are entitled to receive dividends out of assets legally available at the times and in the amounts that the Company’s Board of Directors may from time to time declare. Upon the liquidation, dissolution, or winding-up of the Company, the holders of outstanding shares of the Company’s common stock will be entitled to share in all assets remaining after payment of all liabilities. Each holder of the Company’s common stock is entitled to one vote per share on all matters submitted to a vote of shareholders, and may not cumulate votes for the election of directors unless proper notice is given pursuant to the Company’s bylaws. Shares of the Company’s common stock do not have any preemptive rights.

The Company’s common stock is quoted on the NASDAQ under the trading symbol “PRXI.” The transfer agent and registrar for shares of the Company’s common stock is American Stock Transfer, LLC.

As of July 24, 2015, 4,917,222 shares of the Company’s common stock were outstanding, and there were 1,900 shareholders of record, which includes 1,825 holders of record that have not yet exchanged their shares in connection with the reverse stock split. This number does not include shareholders for whom shares are held in a “nominee” or “street” name. On April 1, 2015, being the day prior to the public announcement of the Merger, the closing price per share for the Company’s common stock as reported by the NASDAQ was $4.08.

The Company’s common stock began trading on the NASDAQ in June 2006. The following table sets forth, for the periods indicated, the high and low sales prices per share of the Company’s common stock as reported by the NASDAQ Stock Market.

The Company has never declared or paid cash dividends on shares of its common stock. The Company currently intends to retain any future earnings generated from the Company’s operations to finance operations and future growth.

Except as described below, none the members of the Board of Directors of the Company has any substantial interest in the Merger different from, or in addition to, the interests of the Company’s shareholders generally. It is anticipated that all three of the Company’s current directors (Douglas Banker, Rick Kraniak, and Mark A. Sellers) will continue to serve on the Board of Directors following the closing of the Transaction. It is also anticipated that, pursuant to the Corporate Governance Agreement, the DK Group (and certain related parties) will require that four (4) additional members be appointed to the Company’s Board of Directors effective upon the closing of the Merger, including Daoping Bao, who will serve as the Executive Chairman of the Board of Directors and President of the Company and each of its subsidiaries, as well as the Chief Executive Officer of the Company. All outstanding restricted stock units held by the Company’s current directors immediately prior to closing of the Merger will continue in effect after the closing of the Merger in accordance with their terms, meaning that those restricted stock units will vest in full on January 1, 2016, or on a pro-rata basis in the event that a director ceases to serve as a member of the Board of Directors for any reason prior to that date.

The Company’s shareholders should be aware that the Company’s executive officers may have interests in the Merger that are different from, or are in addition to, the interests of the Company’s shareholders generally. The following describes the interests in the Merger of Michael J. Little, John Norman and Samuel S. Weiser (collectively, the “Named Executive Officers”), who are the three individuals who served as executive officers of the Company at any time since the beginning of the Company’s last fiscal year, and who are also the three individuals for whom compensation disclosures were required to be made in the Company’s most recently filed annual proxy statement. Additional information about the executive compensation of the Named Executive Officers is included in the “Executive Compensation” section of this proxy statement.

Pursuant to the terms of the Company’s 2009 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and the applicable award agreements, in the event of a change in control of the Company, provided that the awards are assumed by the resulting entity, all of the Company’s outstanding equity incentive awards would remain outstanding and continue to vest in accordance with the regular vesting schedule, except that vesting would be accelerated in the event of the termination of employment by the Company without cause or by the participant for good reason within two years after the change in control. Generally, a “change in control” is defined under the Equity Incentive Plan to include: (i) the acquisition of 50% or more of the Company’s then outstanding common stock or outstanding voting securities; (ii) a change in the membership of the Company’s Board of Directors, so that the current incumbents and their approved successors no longer constitute a majority; (iii) consummation of a merger, reorganization, or consolidation, or the sale or other disposition of all or substantially all of the Company’s assets, unless (A) the owners of the Company’s common stock or voting securities own more than 50% of the resulting corporation, (B) no person owns 50% or more of the common stock or voting securities of the resulting corporation (except to the extent owned prior to the transaction), and (C) at least a majority of the Board of Directors of the resulting corporation are members of its incumbent Board of Directors; or (iv) stockholder approval of the complete liquidation or dissolution of the Company.

The Merger may result in a change in control of the Company for purposes of the Equity Incentive Plan, depending, for example, upon the number of shares of the Company’s stock issued to the Dinoking Shareholders, the DK Group, and related parties or the appointment by the DK Group of four new members to the Company’s Board of Directors pursuant to their rights under the Corporate Governance Agreement. Of the Company’s Named Executive Officers, only Mr. Little currently holds any unvested equity incentive awards (stock options). The DK Group has informed the Company that promptly following the closing of the Merger, the DK Group will exercise its rights under the Corporate Governance Agreement to obtain representation on, and control of, the Company’s Board of Directors by requesting that the Company provide the DK Group with the maximum representation on the Board of Directors to which it is entitled under the Corporate Governance Agreement. The DK Group has informed the Company that it will choose the designees to the Board of Directors from among the persons identified in the section entitled “Information About Directors to Be Appointed Upon Closing of the Merger—The DK Group’s Designees” in this proxy statement.

As a result, assuming that the Transaction results in a change in control of the Company, Mr. Little’s unvested stock options would become vested if his employment were terminated by the Company without “cause” or by Mr. Little for “good reason” (as such terms are defined in Mr. Little’s employment agreement) within two years thereafter.

The Company has entered into an employment agreement with Mr. Little (the Company’s Interim Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer) effective June 27, 2011, as amended June 12, 2013 and July 30, 2014. Mr. Little’s employment agreement does not provide for a fixed term of employment and may be terminated by either party at any time. Upon termination of employment by the Company without cause or by Mr. Little for good reason, as such terms are defined in his employment agreement, Mr. Little would be entitled to 12 months’ salary as severance. Mr. Little’s employment agreement includes the following restrictive covenants: non-competition and non-solicitation (for one year after termination of employment), and confidentiality (generally, for two years after termination of employment, but unlimited as to confidentiality of trade secrets).

Under Mr. Little’s employment agreement, “cause” generally means: (i) failure to substantially perform duties reasonable and customary for a CFO in the exhibition business and/or failure to comply with the covenants and other provisions contained in his employment agreement; (ii) fraud, misappropriation, embezzlement or similar acts of dishonesty; (iii) conviction of a felony or misdemeanor involving moral turpitude; or (iv) intentional and willful misconduct that may subject the Company to criminal and or civil liability.

Under Mr. Little’s employment agreement, “good reason” generally means: (i) a reduction of base salary; (ii) the Company’s failure, without cause, to pay the executive’s accrued compensation or to provide for accrued benefits when due consistent with Company policy; (iii) material breach of the employment agreement by the Company; or (iv) imposing conditions of employment inconsistent with those that are reasonable and customary for a CFO in the exhibition business.

The Company has entered into an employment agreement with Mr. Norman (President of Arts and Exhibitions International, LLC and Premier Exhibition Management, LLC) effective June 25, 2012, as amended June 25, 2014. Mr. Norman’s employment agreement does not provide for a fixed term of employment and may be terminated by either party at any time. Among other benefits, Mr. Norman’s employment agreement provides that, during his employment, he will be eligible to receive an annual performance award generally consisting of (i) 15% of the management fee earned by Arts and Exhibitions International, LLC above the minimum management fee earned pursuant to its agreement with AEG Live, LLC, (ii) 10% of the gross profit of Arts and Exhibitions International, LLC that is based on new content, and (iii) 2.5% of the annual EBITDA of Premier Exhibition Management, LLC, provided that Mr. Norman’s annual performance award cannot exceed 100% of his base salary. Upon a termination of his employment for any reason, Mr. Norman would be entitled to a pro-rated annual performance award earned through the date of termination, payable in a lump sum forty days after his termination. No other severance benefits are provided under Mr. Norman’s employment agreement. Mr. Norman’s employment agreement includes the following restrictive covenants: non-competition (for one year after termination of employment), non-solicitation (for two years after termination of employment), and confidentiality (generally, for two years after termination of employment, but unlimited as to confidentiality of trade secrets).

On April 2, 2015, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Weiser (the Company’s former Executive Chairman, and prior to that, the President and Chief Executive Officer), pursuant to which Mr. Weiser resigned as Executive Chairman and as a member of the Company’s Board of Directors and agreed to make himself available to provide consulting advice as and when reasonably requested by the Company through September 30, 2015. In the Consulting Agreement, the parties agreed that the Employment Agreement, dated August 28, 2014, relating to Mr. Weiser’s service as Executive Chairman is terminated and that the payments and benefits under the Separation Agreement and Release, dated June 20, 2014 (the “Separation Agreement”), between Mr. Weiser and the Company will recommence, as contemplated by the Employment Agreement. In consideration for Mr. Weiser’s agreement to provide consulting services, and in addition to the payments and benefits recommencing under the Separation Agreement, the Company agreed to pay Mr. Weiser consulting fees in the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the Merger and September 30, 2015. The Company also agreed to reimburse Mr. Weiser for the attorney fees incurred by him in negotiating and executing the Consulting Agreement, not to exceed $5,000. The Consulting Agreement contains a mutual release of claims and mutual non-disparagement provision.

The following table sets forth the information required by Item 402(t) of Regulation S-K promulgated under the Exchange Act concerning the compensation that is or may become payable to the Named Executive Officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by applicable SEC disclosure rules.

For purposes of this table, the Company has assumed that the Merger closed on June 30, 2015 and will constitute a change in control of the Company for purposes of the Equity Incentive Plan, and that Mr. Norman and Mr. Little’s employment is terminated by the Company without cause or for good reason on that date. The Company determined the value of accelerated vesting of equity incentive awards based upon a price of $4.86 per share (the average closing market price of the Company’s common stock over the first five business days following April 2, 2015, the date of the first public announcement of the Merger).

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of July 24, 2015 (except as otherwise indicated) by each person who is known by to the Company to own, or the Company has reason to believe owns, more than 5% of such shares of common stock, each of the named executive officers of the Company, each of the directors and all of the directors and executive officers of the Company as a group.

On April 2, 2015, the Company announced its intention to acquire all of the outstanding shares of Dinoking. The Company intends to consummate the acquisition of Dinoking as described in this proxy statement, but there is no assurance that the Merger will be completed. However, if all of the terms are approved at the Company’s special meeting of shareholders and the Company completes the Merger pursuant to the terms set forth in the Merger Agreement, the Company expects to issue shares of the Company’s common stock representing approximately 47% of the voting power of the Company, which percentage may increase upon the issuance of shares of the Company’s common stock in connection with future contingent payments to the Dinoking Shareholders. In addition, it is also anticipated that, pursuant to the Corporate Governance Agreement contemplated by the Merger Agreement, the DK Group will require that four additional members be appointed to the Company’s Board of Directors effective upon the closing of the Merger, which would result in the DK Group having control of the Company’s Board of Directors, which will have a total of seven members. In connection with the execution of the Merger Agreement, Sellers Capital Master Fund, Ltd., the Company’s largest shareholder, and each director and executive officer of the Company entered into a Shareholder Voting Agreement with Dinoking, pursuant to which they have agreed to vote in favor of each of the proposals related to the Merger to be voted upon at the special meeting of the Company’s shareholders.

Sellers Capital, the Company’s largest shareholder, purchased from us convertible notes in the principal amount of $6.0 million on May 6, 2009 and convertible notes in the principal amount of $5.55 million on June 15, 2009. The financing was approved by the Company’s Board of Directors, upon the recommendation of its Financing and Strategic Alternatives Committee, which was charged with considering the transaction and other possible financing transactions available to the Company. These transactions were approved by shareholders of the Company at the Company’s 2009 annual meeting. On September 30 and October 1, 2009, the Company exercised its rights pursuant to the agreement to convert the notes held by Sellers Capital to shares of the Company’s common stock. A total of 1,632,898 shares of the Company’s common stock were issued in accordance with this conversion, which included the principal plus accrued interest outstanding convertible notes at a conversion price of $0.75 per share. These shares are not registered; however, the holders have rights to require the Company to register the shares. Sellers Capital distributed a number of shares to its fund holders, and as of the date of its last Schedule 13D/A filing, continued to hold a total of 1,543,018 shares. As a result of this transaction, Sellers Capital owns approximately 31.4% of the Company’s common stock, based on the shares held as of the date of its last filing.

The information below includes the names, positions, business experience, terms of office, and ages of the Company’s current executive officers as of July 24, 2015.

Michael J. Little, age 48, became Interim Chief Executive Officer on June 13, 2014, Chief Financial Officer on June 27, 2011, and Chief Operating Officer on November 28, 2011. Mr. Little was formerly a consultant with The Edge Group, LLC, a consulting practice specializing in strategic and tactical planning, acquisition services, complex financial modeling, investor presentations, organizational structure analysis, and new system implementation. From 1997 through 2009, Mr. Little was employed by Feld Entertainment, a worldwide producer of live family entertainment, in various financial and strategic planning roles. He served as Chief Financial Officer of Feld Entertainment from 2004 to 2009. Mr. Little received a Bachelor of Science degree from Towson State University and a Master of Science in Business from Johns Hopkins University.

John Norman, age 55, has served as President of Arts and Exhibition International, LLC (formerly PEM Newco, LLC), a subsidiary of Premier Exhibition Management, LLC, since June 25, 2012 and as President of Premier Exhibition Management, LLC since April 2, 2013. Mr. Norman previously served as Vice President of SFX Exhibitions and as Co-President and Chief Operating Officer of Clear Channel Communications which acquired SFX in 2000. In 2002, Mr. Norman founded Arts & Exhibitions International (AEI) and served as its President until it was acquired by AEG Live in 2007. Mr. Norman served as President of the Arts and Exhibitions International division of AEG Live, until the Company’s April 2012 acquisition of substantially all of its assets.

We expect that upon closing of the Merger, Mr. Daoping Bao, a Dinoking Shareholder, will serve as Executive Chairman, President and Chief Executive Officer of the Company with the current officers of the Company otherwise retaining their current positions. While no other executive management changes are currently contemplated, following the closing of the Merger, the Board of Directors may make such changes as it deems appropriate. Information about Mr. Bao is included in the section entitled “Information About Directors to Be Appointed Upon Closing of the Merger—The DK Group’s Designees” in this proxy statement.

Fiscal 2015. During fiscal 2015, the Compensation Committee and the Company focused on several objectives:

Over the past several years, the Compensation Committee’s intent has been to move toward standardized executive agreements. The focus on standardizing agreements has led to more consistent and rational severance and termination payment provisions, standard non-compete provisions, standard requirements of a release of claims upon termination and standardized benefit provisions. In addition, with the exception of the Consulting Agreement entered into with Mr. Samuel Weiser (former Executive Chairman of the Company, and prior to that, President and Chief Executive Officer of the Company), which includes a single-trigger change in control provision, the Compensation Committee only recommends entering into employment agreements with double-trigger change in control provisions and does not provide excise tax gross up payments in conjunction with any change in control agreements or provisions. All of these provisions add predictability to executive compensation agreements and the Company believes better protect the interests of the Company. Notwithstanding the desire for this standardization, the Compensation Committee has retained a focus on individually tailored incentive programs to more directly drive the achievement of the Company’s various goals.

To date, the level of total direct compensation in each executive employment agreement has been established on a case by case basis during negotiations with the executive candidate, based on comparable pay of similar executives in the industry, where available, and based on the competitiveness for executives in certain roles. In certain areas of experience directly related to the exhibition business the competition for talent is of particular concern, and there are few available executives to fill these roles in the marketplace. Due to these concerns and the limited public availability of compensation data on executives in the exhibition business, the Committee has not utilized formal benchmarking in establishing the executive compensation program.

While the Compensation Committee does not have an established policy to target specific components of executive compensation, during fiscal year 2015 the Committee generally targeted one-third of the executives’ total cash compensation as at-risk performance based compensation.

In fiscal 2014, the Compensation Committee adopted a policy to provide a provision in any new grant or agreement to provide the Company the ability to recover incentive plan awards where there is a material restatement resulting from any material noncompliance with the reporting requirements of the federal securities laws. At the direction of the Compensation Committee after it has considered the costs and benefits of doing so, the Compensation Committee will seek to recover incentive compensation awarded or paid to an executive officer for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment. Where the result of a performance measure was considered in determining the compensation awarded or paid, but the incentive compensation is not awarded or paid on a formulaic basis, the Compensation Committee will determine in its discretion the amount, if any, by which the payment or award should be reduced. In addition, if an executive officer engaged in intentional misconduct that contributed to award or payment of incentive compensation to him or her that is greater than would have been paid or awarded in the absence of the misconduct, the Company may take other remedial and recovery action, as determined by the Compensation Committee.

In fiscal 2014, the Compensation Committee also adopted a policy to prohibit the Company’s executive officers from entering into pledging or hedging transactions or positions regarding the Company’s securities.

The following section contains information on the compensation of the Company’s executive officers for fiscal year 2015. Throughout this proxy statement, the persons included in the 2015 Summary Compensation Table are referred to as “named executive officers.”

The table below presents information regarding the compensation for fiscal years 2015, 2014, and 2013 for the Company’s former Executive Chairman, President and Chief Executive Officer, the Company’s Interim President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, and all of other executive officers employed by the Company at any time during fiscal year 2015. The individuals listed in the Summary Compensation Table are referred to collectively in this proxy statement as the “named executive officers.”

The table above summarizes the amounts in the All Other Compensation Column for fiscal year 2015. The All Other Compensation Column for fiscal year 2014 includes medical insurance premiums of $16,894 for Mr. Little; health savings plan for Mr. Little of $7,024 and living and commuting allowance $38,163 for Mr. Weiser, $41,158 for Mr. Little and $30,809 for Mr. Norman. The All Other Compensation Column for fiscal year 2013 includes medical insurance premiums of $16,014 for Mr. Little and $7,461 for Mr. Norman; and living and commuting allowance $30,071 for Mr. Weiser and $29,575 for Mr. Little.

No grants of equity awards were made to the Company’s named executive officers in fiscal 2015.

The following table shows information regarding the named executive officers’ outstanding equity-based awards as of February 28, 2015.

Historically, the Company has entered into employment agreements with the executive officers, and the Company entered into an employment agreement with Mr. Weiser and Mr. Norman in fiscal year 2013 and amended employment agreements with Mr. Weiser and Mr. Little in fiscal year 2014. Until June 13, 2014, Mr. Weiser served as President and Chief Executive Officer and, on June 20, 2014, the Company entered into a Separation and Release Agreement with Mr. Weiser. On August 28, 2014, the Board of Directors appointed him as Executive Chairman. On April 2, 2015, the Company entered into a Consulting Agreement with Mr. Weiser. Pursuant to the Consulting Agreement, Mr. Weiser resigned as Executive Chairman and as a member of the Company’s Board of Directors, effective as of the date of the Consulting Agreement, and agreed to make himself available to provide consulting advice, information regarding historical Company transactions, and transition services as and when reasonably requested by the Company through September 30, 2015. The terms of Mr. Weiser’s Separation and Release Agreement and his current Consulting Agreement with the Company are each described below

As the Company hires additional executive officers, it expects that it will provide these new hires with employment agreements on competitive terms as well.

The Compensation Committee believes that equity-based awards are essential to align the interests of the executive officers with the interests of the Company’s shareholders. The Premier Exhibitions, Inc. 2009 Equity Incentive Plan provides a mechanism for making equity awards to directors, executive officers and other employees of the Company.

In November 2010, the Board of Directors also adopted the Premier Exhibitions, Inc. Annual Incentive Plan to provide a program for annual performance-based cash bonus opportunities for executives and other employees. While in some cases individually negotiated employment agreements provide for a formulaic bonus, in general the employment agreements provide for a maximum bonus opportunity, which is then awarded with performance criteria set under the Annual Incentive Plan. In fiscal year 2015, the Compensation Committee established a cash incentive opportunity for Mr. Little under the Annual Incentive Plan. Pursuant to the Annual Incentive Plan, Mr. Little could receive a cash bonus up to a maximum of 50% of his base salary, which was also the target bonus. 50% of the bonus was based on achievement of a $4.0 million adjusted EBITDA for fiscal 2015 and 50% was based on individual performance factors. Specific individual performance metrics were related to cost management, revenue management and execution on the new permanent exhibition hall in New York. Mr. Little did not receive a cash bonus for fiscal 2015. Mr. Weiser resigned as President and Chief Executive Officer on June 13, 2014 and was not eligible for an award for fiscal 2015. For Mr. Norman, pursuant to his employment agreement with the Company, his formulaic bonus opportunity is based on a contract year of June 25, 2012 through June 24, 2013 for the first year, June 25, 2013 through February 28, 2014 for the second year and based on the Company’s fiscal year going forward. Mr. Norman had the opportunity to earn an annual cash bonus of up to 100% of his base salary. The bonus is calculated as (a) 15% of the management fee earned by Arts and Exhibitions International, LLC, above the minimum management fee earned pursuant to its agreement with AEG Live, LLC, plus (b) 10% of the gross profit of Arts and Exhibitions International, LLC, that is based on new content, plus (c) 2.5% of the annual EBITDA of Premier Exhibition Management, LLC. For the period June 25, 2012 through June 24, 2013, Mr. Norman earned a bonus of $114,303, $30,392 of which was attributable to fiscal 2013 performance and $83,911 of which was based on fiscal 2014 performance. Half of the bonus was paid in cash and half was paid in stock issued under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan. For the bonus period June 25, 2013 through February 28, 2014 and March 1, 2014 through February 28, 2015, Mr. Norman earned no bonus.

Annual base salaries paid to the named executive officers for fiscal year 2015 are shown in the 2015 Summary Compensation Table.

For fiscal year 2015, the salary paid to each of the current named executive officers constituted the following percentage of each executive’s total compensation: Mr. Weiser 48%; Mr. Little 88%; and Mr. Norman 97%.

Set forth below are summaries of the key terms of the employment agreements with the current executive officers.

The Company has entered into an employment agreement with Mr. Little (Interim Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer) effective June 27, 2011, as amended June 12, 2013 and July 30, 2014. Mr. Little’s employment agreement does not provide for a fixed term of employment and may be terminated by either party at any time. Upon termination of employment by the Company without cause or by Mr. Little for good reason, as such terms are defined in his employment agreement, Mr. Little would be entitled to 12 months’ salary as severance. Mr. Little’s employment agreement includes the following restrictive covenants: non-competition and non-solicitation (for one year after termination of employment), and confidentiality (generally, for two years after termination of employment, but unlimited as to confidentiality of trade secrets).

Until June 13, 2014, Samuel Weiser served as the Company’s President and Chief Executive Officer. The terms of Mr. Weiser’s contract during fiscal 2015 were as follows:

Effective June 29, 2012, the Company entered into an employment agreement with Mr. Weiser. On June 12, 2013, the employment agreement was amended by the Company and Mr. Weiser. The amended employment agreement provided for Mr. Weiser’s employment for an indefinite term as President and Chief Executive Officer of the Company. The employment agreement could be terminated by either party at any time, subject to certain severance provisions provided in the Agreement. Pursuant to the agreement, the Company paid Mr. Weiser a salary of $360,000 per year with annual cost of living increases of 2.5% beginning in fiscal 2015. Mr. Weiser was also eligible for a cash bonus of 50% of his base salary. In addition, pursuant to the 2012 agreement, Mr. Weiser received 25,000 stock appreciation rights and 9,908 restricted stock units under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan. 4,862 stock appreciation rights and 7,969 restricted stock units vested immediately, with the remainder vesting in twenty-nine equal parts each month thereafter. The stock appreciation rights will be settled in cash, and expire five years from the date of grant. The restricted stock units were settled in stock. Mr. Weiser also received an option pursuant to the 2013 amendment to purchase 15,000 shares of common stock under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan, to vest one-third on each of the first three anniversaries of the grant date. The options expire five years from the date of grant. Upon a termination without cause or by Mr. Weiser for good reason, as such terms are defined in the employment agreement. Mr. Weiser would be entitled to twelve months salary as severance plus vesting of his equity awards.

On June 20, 2014 the Company and Mr. Weiser entered into a Separation and Release Agreement (the “Separation Agreement”) in connection with Mr. Weiser’s resignation as President and Chief Executive Officer of the Company. Pursuant to the Separation Agreement, Mr. Weiser was entitled to, among other things, a severance payment equal to one year of salary, payable two-thirds upon execution of the Separation Agreement with the remainder payable in twelve equal monthly installments.

On August 28, 2014, the Board appointed Mr. Weiser as the Executive Chairman of the Company. As compensation for his service as Executive Chairman, Mr. Weiser was paid a salary of $30,000 per month, and his remaining monthly severance payments of $10,000 under the Separation Agreement were suspended during his service as the Company’s Executive Chairman. With respect to medical and dental insurance coverage, during Mr. Weiser’s service as the Company’s Executive Chairman, he had the option to elect to either continue to receive health care reimbursement payments under his Separation Agreement and maintain private medical and dental insurance coverage at his own cost or obtain coverage under the Company’s medical and dental insurance plans paid by the Company, in each case subject to the requirements of applicable law and the terms of the Company’s health insurance plans. Mr. Weiser agreed not to receive separate compensation as a member of the Board during his service as Executive Chairman.

On April 2, 2015, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Weiser, pursuant to which Mr. Weiser resigned as Executive Chairman and as a member of the Company’s Board of Directors and agreed to make himself available to provide consulting advice as and when reasonably requested by the Company through September 30, 2015. In the Consulting Agreement, the parties agreed that the Employment Agreement, dated August 28, 2014, relating to Mr. Weiser’s service as Executive Chairman is terminated and that the payments and benefits under the Separation Agreement would recommence, as contemplated by the Employment Agreement. In consideration for Mr. Weiser’s agreement to provide consulting services, and in addition to the payments and benefits recommencing under the Separation Agreement, the Company agreed to pay Mr. Weiser consulting fees in the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the Merger and September 30, 2015. The Company also agreed to reimburse Mr. Weiser for the attorney fees incurred by him in negotiating and executing the Consulting Agreement, not to exceed $5,000. In addition, Mr. Weiser’s outstanding option, dated June 12, 2013, to acquire 15,000 shares of the Company’s common stock has an exercise price of $4.48 per share and expires in 2020. The Consulting Agreement contains a mutual release of claims and mutual non-disparagement provision.

For a description of the potential payments to Mr. Little and Mr. Norman in the case of a change in control, including in the Merger, please see the section “—Employment Agreements” above and the section “Interests of Certain Persons in Matters to be Acted Upon—Interests of the Company’s Executive Officers.” The Company’s employment agreements provide for payment in the case of a change in control only if the change in control results in a termination without cause or by the executive for good reason, as defined in the applicable employment agreement.

For a description of the potential payments to Mr. Little and Mr. Norman in the case of a change in control, please see the section above titled “—Employment Agreements.” With the exception of the Consulting Agreement entered into with Mr. Weiser (the Company’s former Executive Chairman, and prior to that, the President and Chief Executive Officer), which includes a single-trigger change in control provision, the Company’s employment agreements provide for payment in the case of a change in control only if the change in control results in a termination without cause or by the executive for good reason, as defined in the applicable employment agreement.

Pursuant to the Company’s Amended and Restated 2004 Stock Option Plan, upon the effective date of a change-of-control of the Company, the Company’s Board of Directors may declare that each option granted under these plans shall terminate as of a date fixed by the Board. Each named executive officer would then have the right, during the period of 30 days preceding such termination, to exercise his or her options as to all or any part of the shares of stock covered by the options.

Pursuant to the terms of the Company’s 2009 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and the applicable award agreements, in the event of a change in control of the Company, provided that the awards are assumed by the resulting entity, all of the Company’s outstanding equity incentive awards would remain outstanding and continue to vest in accordance with the regular vesting schedule, except that vesting would be accelerated in the event of the termination of employment by the Company without cause or by the participant for good reason within two years after the change in control. Generally, a “change in control” is defined under the Equity Incentive Plan to include: (i) the acquisition of 50% or more of the Company’s then outstanding common stock or outstanding voting securities; (ii) a change in the membership of the Company’s Board of Directors, so that the current incumbents and their approved successors no longer constitute a majority; (iii) consummation of a merger, reorganization, or consolidation, or the sale or other disposition of all or substantially all of the Company’s assets, unless (A) the owners of the Company’s common stock or voting securities own more than 50% of the resulting corporation, (B) no person owns 50% or more of the common stock or voting securities of the resulting corporation (except to the extent owned prior to the transaction), and (C) at least a majority of the Board of Directors of the resulting corporation are members of the Company’s incumbent Board of Directors; or (iv) stockholder approval of the complete liquidation or dissolution of the Company.

Pursuant to the terms of Mr. Weiser’s Consulting Agreement, the Company has agreed to pay Mr. Weiser consulting fees in the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the Merger and September 30, 2015.

If the Merger is deemed to constitute a “change in control” of the Company for purposes of Mr. Little’s and Mr. Norman’s respective employment agreements and each are terminated without cause or for good reason on the close date of the Merger, Mr. Little would be entitled to a cash severance payment equal to 12 months of his base salary and Mr. Norman would be entitled to a pro-rated annual performance award earned through the date of termination, payable in a lump sum 40 days after his termination. In addition, if the Merger is deemed to constitute a “change in control” of the Company for purposes of the Equity Incentive Plan and Mr. Little is terminated without cause or for good reason on the closing date of the Merger, Mr. Little’s unvested stock options would immediately become vested in full and exercisable.

At the closing of the Merger, the Company will enter into the Corporate Governance Agreement with the Dinoking Shareholders, pursuant to which the DK Group will have the right as of the closing of the Merger to appoint up to four (4) members of the Company’s Board of Directors, which is then required to be composed of seven (7) members. If the DK Group appoints four (4) directors, it will have majority control over the Company’s Board of Directors. This board appointment provision, along with other related provisions in the Corporate Governance Agreement, also applies to each subsidiary of the Company.

The DK Group has informed the Company that promptly following the closing of the Merger, the DK Group will exercise its rights under the Corporate Governance Agreement to obtain representation on, and control of, the Company’s Board of Directors by requesting that the Company provide the DK Group with the maximum representation on the Board of Directors to which it is entitled under the Corporate Governance Agreement. The DK Group has informed the Company that it will choose the designees to the Board of Directors from among the persons identified below. The following table sets forth, with respect to each individual who may be designated by the DK Group, the name, age of the individual as of the date hereof, and such individual’s present principal occupation and employment history during the past five years.

Daoping Bao, age 55, brings over 20 years of creative entrepreneurial experience to his work, with significant success in museum exhibit design, filmmaking, manufacturing, business development, and capital fundraising. Mr. Bao has worked throughout North America and Asia on diverse projects and business ventures. His innovative vision spans joint ventures and fossil exchanges, infrastructure and gaming projects, museum exhibit design, manufacturing facilities, gaming development and attractions development. Mr. Bao founded the leading animatronic manufacturing facility in Zigong, China as well as founded Dinoking Tech Inc., d/b/a Dinosaurs Unearthed. in 2006, in Canada. Both businesses are experiencing continued growth and expansion – a CCTV documentary on these businesses aired in China in July 2014. Mr. Bao is the creative visionary behind each of the exhibitions and expanding product lines. Prior to Dinosaurs Unearthed, Mr. Bao founded an international trading company, a merchant bank and an investment company that handled over $200m in development transactions with Asia. Mr. Bao has also created successful businesses in the areas of film production, entertainment and the arts with an extensive network established in China. Mr. Bao also founded Paystone Technologies Corp., one of the first real-time online payment solution providers. Mr. Bao is a graduate of the Emily Carr University of Art and Design in Vancouver, with a major in Film and Video.

The Board believes Mr. Bao’s vision and financial discipline along with his broad range of leadership and the ability to build successful businesses make him the right candidate for the Chair of the Board position and Chief Executive Officer and President of the Company.

Michael Evans, age 55, is a principal at Evans & Evans, Inc., an investment banking firm with offices and affiliates in Canada, the U.S. and Asia. Throughout his career Mr. Evans has been responsible for raising funds for numerous clients through private placements, public offerings, and debt issuances. He has advised on many merger and acquisition transactions and has originated transactions for both purchasers and sellers. Mr. Evans has particular expertise in the public market sector as a Director and Advisor with many public companies internationally including throughout North America including Intermedia Capital Corp. with a post-amalgamation market cap of CDN$110m and Chemokine Therapeutics Corporation, with a post-IPO market cap of CDN$31 million. Mr. Evans has also guided many companies through IPOs and RTOs both domestically and internationally. Mr. Evans is a director of IWG, Audit Committee and Chair of the Compensation Committee. IWG Technologies Inc. through its subsidiary is engaged in developing, manufacturing, and selling of aircraft water treatment equipment, on-demand water heaters and water systems. (TSX-V: IWG). Mr. Evans holds a BA from Simon Fraser University, BC, Canada; an MBA from the University of Portland and holds designations as Chartered Business Valuator, Chartered Financial Analyst and Accredited Senior Appraiser.

The Board believes that Mr. Evans’ expertise in investment banking, public companies, raising funds, and business valuation make him a strong asset on the board for helping to guide the direction of the company, maintain and increase financial assets, and continually review the financial status of the business.

Sid Dutchak, age 64, has an extensive background in law and executive management and directorship of a range of public companies, including specialization in company regulatory compliance and corporate governance. After practicing corporate law, Mr. Dutchak was elected to the Saskatchewan Conservative government and was appointed Minister of Justice and Attorney General. He also served as the minister responsible for the Saskatchewan Mining and Development Corporation, serving as its Chair of the Board. After his political appointment, Mr. Dutchak continued to focus on corporate and commercial law and resource based negotiations and was appointed as a senior negotiator to the Government of Canada. He has served in executive and chair roles in a number of public companies and continues as a consultant to public companies. In one particular role, Mr. Dutchak became the president of a publicly traded mineral exploration and drilling company where he also structured an environmental services company based in Canada which expanded to China. Mr. Dutchak sat on the board of West Mountain Capital Corp. (TSX-V) from December 2007 to June 2010. Mr. Dutchak is currently on the board of Great Prairie Energy Services Inc. (TSX-V) and has been since February 2011. Mr. Dutchak holds an LLB from the University of Saskatchewan.

The Board believes that Mr. Dutchak’s experience structuring numerous public companies, his role on boards and in executive positions, and his legal focus in regulatory compliance and corporate governance make him well suited to serve on the Board of Directors of the Company.

Mingcheng Tao, age 55, served as the Chief Executive Officer and board member of BesTV Network Television Technology Development Co., Ltd. from December 2011 through April 2015. BesTV is the largest publicly-listed new media company in China providing IPTV, Over the Top TV, Mobile TV and Internet Video services to more than 20 million subscribers (currently valued at $21b USD) (Shanghai-listed #600637.SH). Prior to BesTV, Mr. Tao also served as the President of Shanghai Interactive Television Co., Ltd. and Vice President of Shanghai Television Broadcasting Group Co., Ltd. Mr. Tao has direct executive management experience in content acquisition, creation, production, technology, services and international businesses. Mr. Tao holds a BS from Shanghai Jiaotong University and an EMBA from Shanghai Fu Dan University.

The Board believes that Mr. Tao’s extensive experience in public companies, media development, digital content partnerships, cultural development and in opening China markets make him well suited to serve on the Board of Directors of the Company.

Based on the present principal employment and employment history of the designee directors listed above, which includes broad experience in exhibition management and merchandising and corporate finance and accounting, the Company and the DK Group believe each of the designee directors is qualified to serve on the Company’s Board of Directors.

The DK Group has advised the Company that, to the best of its knowledge, none of the DK Group’s designees to the Board of Directors has, during the past ten years, (i) been convicted in a criminal proceeding (excluding traffic violations or misdemeanors), (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws, (iii) filed a petition under federal bankruptcy laws or any state insolvency laws or has had a receiver appointed for the person’s property, or (iv) been subject to any judgment, decree or final order enjoining the person from engaging in any type of business practice.

The DK Group has advised the Company that, to the best of its knowledge, none of its designees is currently a director of, or holds any position with, the Company or any of its subsidiaries. The DK Group has also advised the Company that, to the best of its knowledge, none of its designees or any of his or her immediate family members (i) has a familial relationship with any directors, other nominees, or executive officers of the Company or any of its subsidiaries, or (ii) has been involved in any transactions with the Company or any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as may be disclosed herein.

It is expected that the DK Group’s designees will assume office as promptly as practicable following the closing of the Merger, and that, upon assuming office, the DK Group’s designees will constitute at least a majority of the Company’s Board of Directors. To the extent the Board of Directors will consist of persons who are not nominees of the DK Group, the Board of Directors is expected to continue to consist of those persons who are currently directors of the Company who do not resign. It is also expected that Mr. Michael Evans, one of the DK Group’s designees, will serve on the Company’s audit committee and will be deemed to be an independent audit committee member and an” audit committee financial expert” under the NASDAQ Listing Rules and applicable SEC rules.

The following table sets forth information about the current directors of the Company. The Directors are elected annually and serve until the next annual meeting of shareholders and until their respective successors are elected and have been qualified or until their earlier resignation, removal or death. On August 25, 2014, William M. Adams, Ronald C. Bernard and Bruce Steinberg resigned as directors and, on the same day, Jack H. Jacobs and Rick Kraniak were appointed as directors. At the Company’s 2014 Annual Meeting of Shareholders, held on February 26, 2015, shareholders re-elected Douglas Banker, Jack H. Jacobs, Rick Kraniak, Mark A. Sellers, and Samuel S. Weiser as directors. On March 16, 2015, Mr. Jacobs notified the Company of his resignation from the Board of Directors effective immediately and, effective April 2, 2015, Mr. Weiser resigned from the Board of Directors. The Board of Directors currently consists of Messrs. Banker, Kraniak, and Sellers.

Any vacancy existing between shareholders’ meetings, including vacancies resulting from an increase in the number of directors or the resignation or removal of a director, may be filled by the Board of Directors. A director elected to fill a vacancy would hold office until the Company’s next annual meeting of shareholders.

So that you have information concerning the independence of the process by which the Company’s Board of Directors selected the directors, the Company confirms, as required by the SEC, that (1) there are no family relationships among any of the nominees or among any of the nominees and any officer and (2) there is no arrangement or understanding between any nominee and any other person pursuant to which the nominee was selected. A majority of the Board of Directors is independent pursuant to the listing standards of the NASDAQ, and all directors serving on the Board committees either currently or during fiscal year 2015 were independent pursuant to the applicable listing standards of the NASDAQ and SEC rules for the purposes of the committees on which they served.

The Company’s Directors have diverse backgrounds that provide experience and expertise in a number of areas particularly relevant to the Company. The Corporate Governance and Nominating Committee considers the particular qualifications and experience of directors standing for re-election and potential nominees for election and strives to nominate a Board that has expertise in a number of areas critical to the Company. The particular qualifications of the current directors are noted below in their biographies.

In evaluating the suitability of candidates to serve on the Board of Directors, including DK Group and other shareholder nominees, the Corporate Governance and Nominating Committee seeks candidates who are independent pursuant to the listing standards of the NASDAQ and who meet certain selection criteria established by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee also considers an individual’s skills, character and professional ethics, judgment, leadership experience, business experience and acumen, familiarity with relevant industry issues, national and international experience and other relevant criteria that may contribute to the Company’s success. This evaluation is performed in light of the skill set and other characteristics that would most complement those of the current directors, including the diversity, maturity, skills and experience of the board as a whole.

During fiscal year 2015, the Board of Directors met 34 times. Each director attended not less than 75% of the aggregate number of meetings of the Board of Directors and meetings of all committees on which such director served.

The Company policy is that all directors, absent special circumstances, should attend the annual meeting of shareholders. Messrs. Banker, Kraniak and Weiser were in attendance at the Company’s 2014 Annual Meeting of Shareholders. Messrs. Sellers and Jacobs were unable to attend due to inclement weather.

The Board of Directors has determined that having a Chairman separate from the Chief Executive Officer is in the best interest of the Company and its shareholders at this time. Separation of the Chairman and CEO position is viewed as a corporate governance “best practice” and the Board believes this structure provides for very effective monitoring and evaluation of executive performance. The Board does not have a policy requiring separation of Chairman and CEO roles and reassesses this determination on a periodic basis based on the Company’s circumstances. With a majority of the Board of Directors composed of independent directors, the board does not believe that the Chairman must at all times be an independent director to ensure appropriate oversight by the Board. Effective upon the closing of the Merger, Mr. Daoping Bao, a Dinoking Shareholder, will be appointed as the Executive Chairman of the Board of Directors and President of the Company and each of its subsidiaries. The Company’s Board of Directors has determined that having a single person setting the tone of the organization and having the ultimate responsibility for all of the Company’s operating and strategic functions provides unified leadership and direction for the Board of Directors and the Company’s executive management.

The Board of Directors has established an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee as standing committees. The Board of Directors establishes other committees as needed to assist the Board of Directors. The current charters of each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are available on the Company’s website located at www.prxi.com under the heading “Investor Relations” under the subheading “Corporate Governance.” In addition, the Company’s Code of Ethics is available on its website located at www.prxi.com under the heading “Investor Relations.” The information contained on the Company’s website is not a part of this proxy statement.

The current members of the Company’s Audit Committee are Messrs. Banker and Kraniak. The Board of Directors has determined that all of the members of the Audit Committee are independent in accordance with the listing standards of the NASDAQ and applicable SEC rules.

During fiscal year 2015, the Company received notification from the NASDAQ that the Company was not in compliance with NASDAQ Marketplace Rule 5450(c)(2)(A), requiring the audit committee to be composed of three independent directors and have an audit committee financial expert. The Company’s Audit Committee currently has only two members and does not currently have a member whom the Board has determined to be an audit committee financial expert. The Company has a cure period until its next annual shareholders meeting to achieve compliance with the listing standards of the NASDAQ. It is expected that Mr. Michael Evans, one of the DK Group’s designees, will serve on the Company’s audit committee and will be deemed to be an independent audit committee member and an” audit committee financial expert” under the NASDAQ Listing Rules and applicable SEC rules.

The Audit Committee serves as an independent and objective party to monitor the Company’s financial reporting process and internal control system; retains and pre-approves audit and any non-audit services to be performed by the Company’s independent registered accounting firm; directly consults with the Company’s independent registered public accounting firm; reviews and appraises the efforts of the Company’s independent registered public accounting firm; and provides an open avenue of communication among the Company’s independent registered public accounting firm, financial and senior management and the Board of Directors. The Audit Committee met four times in fiscal year 2015.

The Audit Committee selected Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2015. The shareholders ratified the Audit Committee’s appointment of Cherry Bekeart LLP at the Company’s 2014 Annual Meeting of Shareholders.

The Company incurred the following fees to Cherry Bekaert LLP for fiscal years 2014 and 2015:

Audit fees for fiscal year 2014 and 2015 included fees associated with audits of the financial statements and reviews of the financial statements included in the quarterly reports on Form 10-Q. Audit related fees for fiscal year 2015 include fees associated with accounting for a legal settlement and merger related items. The Company did not pay any other fees to its independent registered public accounting firm for fiscal year 2015 or fiscal year 2014.

Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm

The engagement of the Company’s independent registered public accounting firm for any non-audit accounting and tax services to be performed for the Company is limited to those circumstances where these services are considered integral to the audit services that it provides or in which there is another compelling rationale for using its services. Cherry Bekaert LLP was engaged to perform only audit services in fiscal year 2015 and fiscal year 2014. Pursuant to the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, the Audit Committee is responsible for the engagement of the Company’s independent registered public accounting firm and for pre-approving all audit and non-audit services provided by the Company’s independent registered public accounting firm that are not prohibited by law.

The Audit Committee has adopted procedures for pre-approving all audit and permitted non-audit services provided by the Company’s independent registered public accounting firm. The Audit Committee annually pre-approves a list of specific services and categories of services, subject to a specified cost level. Part of this approval process includes making a determination as to whether non-audit services are consistent with the SEC’s rules on auditor independence. The Audit Committee has delegated pre-approval authority to the chairman of the Audit Committee, subject to reporting any such approvals at the next Audit Committee meeting. The Audit Committee monitors the services rendered and actual fees paid to the Company’s independent registered public accounting firm quarterly to ensure such services are within the scope of approval.

The Audit Committee has pre-approved all services performed by the Company’s independent registered public accounting firm in fiscal year 2015. The pre-approval requirements are not applicable with respect to the provision of de minimis non-audit services that are approved in accordance with the Securities Exchange Act of 1934, as amended, and the Company’s Audit Committee’s charter.

The current members of the Compensation Committee are Messrs. Kraniak (Chair) and Banker. The Board of Directors has determined that each of the members of the Compensation Committee is independent in accordance with the listing standards of the NASDAQ and applicable SEC rules. The Compensation Committee met six times in fiscal year 2015.

The Compensation Committee discharges the responsibilities of the Board of Directors relating to the compensation of the executive officers. Among its duties, the Compensation Committee determines the compensation and benefits paid to the executive officers, including the President and Chief Executive Officer. While the Compensation Committee has the authority to retain compensation consultants and other advisors to the Committee, currently the Compensation Committee does not utilize the services of compensation consultants or other outside advisors.

The Compensation Committee annually reviews and determines salaries, bonuses and other forms of compensation paid to the executive officers and management, approves recipients of stock option awards and establishes the number of shares and other terms applicable to such awards.

The Compensation Committee also determines the compensation paid to the Board of Directors, including equity-based awards. More information about the compensation of the non-employee directors is set forth in the section of this proxy statement titled “Director Compensation.”

In addition, the Compensation Committee is responsible for reviewing and discussing with management the executive compensation disclosures that SEC rules require be included in the Company’s annual proxy statement and performing such other tasks that are consistent with its charter.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees that are composed entirely of independent directors, as the Chairman of the Compensation Committee may deem appropriate.

The current members of the Corporate Governance and Nominating Committee are Messrs. Banker (Chair) and Sellers. The Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is independent in accordance with the listing standards of the NASDAQ. The Corporate Governance and Nominating did not meet in fiscal year 2015.

The Corporate Governance and Nominating Committee is charged with recommending the slate of director nominees for election to the Board of Directors, identifying and recommending candidates to fill vacancies on the Board, and reviewing, evaluating and recommending changes to the corporate governance processes of the Company. Among its duties and responsibilities, the Corporate Governance and Nominating Committee periodically evaluates and assesses the performance of the Board of Directors; reviews the qualifications of candidates for director positions; assists in identifying, interviewing and recruiting candidates for the Board; reviews the composition of each committee of the Board and presents recommendations for committee memberships; reviews the compensation paid to non-employee directors; and reviews and recommends changes to the charter of the Corporate Governance and Nominating Committee and to the charters of other Board committees.

The process to be followed by the Corporate Governance and Nominating Committee to identify and evaluate candidates for the Board includes (i) requests to Board members, the Chief Executive Officer, and others for recommendations, (ii) meetings from time to time to evaluate biographical information and background material relating to potential candidates and their qualifications, and (iii) interviews of selected candidates.

The Committee considers recommendations for nomination to the Board of Directors submitted by shareholders.

The Company’s Bylaws set forth the requirements for the submission of such nominations by shareholders for election at a meeting of shareholders. For a nomination to be made by a shareholder, such shareholder must have given timely notice in proper written form to the Company. To be timely, a shareholder’s notice must be delivered to or mailed and received at the Company’s principal executive offices not less than 45 days nor more than 60 days prior to the date of the meeting of shareholders.

To be in proper written form, a shareholder’s notice must set forth, as to each person whom the shareholder proposes to nominate for election as a director, the following information:

In addition, as to the shareholder giving the notice, the notice must set forth:

Such notice must be accompanied by the written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. Recommendations for nomination, together with appropriate biographical information, should be sent to the following address: Premier Exhibitions, Inc., 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326, Attention: Secretary. The qualifications of recommended candidates will be reviewed by the Corporate Governance and Nominating Committee.

The Board of Directors is responsible for the oversight of the Company’s risk management efforts. While the full Board of Directors is ultimately responsible for this oversight function, individual committees may consider specific areas of risk from time to time as directed by the Board. In addition, in accordance with applicable regulations and its charter, the Audit Committee periodically considers all financial risks of the Company. Members of management responsible for particular areas of risk for the Company provide presentations, information and updates on risk management efforts as requested by the Board or a Board committee.

Shareholders and other interested parties may send correspondence by mail to the full Board of Directors or to individual directors. Shareholders should address such correspondence to the Board of Directors or the relevant Board members in care of: Premier Exhibitions, Inc., 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326, Attention: Secretary.

All such correspondence will be compiled by the Company’s Secretary and forwarded as appropriate. In general, correspondence relating to corporate governance issues, long-term corporate strategy or similar substantive matters will be forwarded to the Board of Directors, one of the committees of the Board, or a member thereof for review. Correspondence relating to the ordinary course of business affairs, personal grievances, and matters as to which Board tends to receive repetitive or duplicative communications are usually more appropriately addressed by the officers or their designees and will be forwarded to such persons accordingly.

The Company’s Board of Directors annually reviews and approves compensation for the Company’s non-employee directors. Generally, the Board of Directors sets director compensation at a level that is intended to provide an incentive for current directors to continue in their roles and for new directors to join the Company’s board of directors.

On December 18, 2014, the Board of Directors approved a director compensation plan for calendar year 2015. Under the plan, the Company pays to each of Mr. Banker, Mr. Jacobs and Mr. Kraniak as non-employee directors of the Company an annual retainer of $50,000, which is paid half in equity and half in cash, with such equity granted on January 1, 2015 in the form of restricted stock units, pursuant to the Company's 2009 Equity Incentive Plan and on the same terms and conditions as in 2014. Equity compensation was paid in the form of restricted stock units vesting on the earlier of (i) January 1, 2016, (ii) a change of control, or (iii) the day when a director ceased to serve on the Company’s Board of Directors. If a director ceases to be a member of the Company’s Board of Directors, his restricted stock units will vest immediately and proportionately to the period of time served by the director during the year. The restricted stock units are payable to the non-employee director, in shares of the Company’s common stock, within 20 days after becoming vested, and any units that do not vest are forfeited. Cash compensation is paid monthly.

Since he joined the Board of Directors in 2008, Mr. Sellers has waived all compensation for his services as a director and as Chairman of the Board. Mr. Weiser’s compensation is described in the section titled “Employment Agreements” in this proxy statement.

The following table sets forth information regarding the compensation of the Company’s non-employee directors for calendar year 2015. Information about Mr. Weiser for his services during fiscal year 2015 is fully reflected in the 2015 Summary Compensation table.

No current member of the Compensation Committee: (i) was an officer or employee of the Company or any of the Company’s subsidiaries during fiscal year 2015; (ii) was formerly an officer of the Company or any of its subsidiaries; or (iii) had any relationship requiring disclosure in this report pursuant to SEC rules. In addition, none of the executive officers of the Company served: (i) as a member of the Compensation Committee (or any other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on the Company’s Compensation Committee; (ii) as a director of another entity, one of whose executive officers served on the Company’s Compensation Committee; or (iii) as a member of the Compensation Committee (or any other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served as a director of the Company.

Section 16(a) of the Exchange Act, requires the Company’s directors, officers and greater-than-10% shareholders to file with the SEC reports of ownership and changes in ownership regarding their holdings in the Company.

Based solely on the copies of the reports filed with the SEC, the Company believes that during fiscal year 2015 all of the Company’s directors, officers, and greater-than-10% shareholders timely complied with the filing requirements of Section 16(a).

On April 2, 2015, the Company entered into a Consulting Agreement with Mr. Samuel S. Weiser. Pursuant to the Consulting Agreement, Mr. Weiser resigned as Executive Chairman and as a member of the Company’s Board of Directors, effective as of the date of the Consulting Agreement, and agreed to make himself available to provide consulting advice, information regarding historical Company transactions, and transition services as and when reasonably requested by the Company through September 30, 2015.

The parties agreed that the Employment Agreement, dated August 28, 2014, relating to Mr. Weiser’s service as Executive Chairman is terminated and that the payments and benefits under the Separation Agreement, dated June 20, 2014, between Mr. Weiser and the Company will recommence, as contemplated by the Employment Agreement. In consideration for Mr. Weiser’s agreement to provide consulting services, and in addition to the payments and benefits recommencing under the Separation Agreement, the Company agreed to pay Mr. Weiser the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the proposed Merger and September 30, 2015. The Company also agreed to reimburse Mr. Weiser for the attorney fees incurred by him in negotiating and executing the Consulting Agreement, not to exceed $5,000. The Consulting Agreement contains a mutual release of claims and mutual non-disparagement provision.

On April 2, 2015, the Company entered into the Merger Agreement with Dinoking, Exchangeco, and the Dinoking Shareholders. Pursuant to a Corporate Governance Agreement, effective as of the closing of the Merger, Mr. Bao will be appointed as the Executive Chairman of the Board of Directors and the President of the Company and each of its subsidiaries. Upon the closing of the Merger, pursuant to the Merger Agreement, Mr. Bao will receive shares of the Company’s common stock or Exchangeable Shares that are exchangeable for shares of the Company’s common stock, and may also receive either cash or additional shares of the Company’s common stock in connection with Future Contingent Payments.

Mr. Bao acts as agent for the lenders under the Convertible Note. The Convertible Note will convert into shares of the Company’s common stock, provided the issuance of such shares is approved by the Company’s shareholders at the Special Meeting. Mr. Bao is not one of the lenders under the Convertible Note.

Upon the closing of the Merger, and the conversion of the Convertible Note into shares of the Company’s common stock, but prior to any Future Contingent Payments, Mr. Bao will be part of the DK Group that will own approximately 47% of the voting power of the Company. For more information on these transactions, see the sections entitled “The Merger” and “Merger Agreement” in this proxy statement.

Policies and Procedures for Review, Approval or Ratification of Related Person Transactions

Pursuant to policies and procedures adopted by the Company’s Board of Directors, the Audit Committee or the full Board of Directors reviews and approves in advance all relationships and transactions in which the Company and the directors or executive officers, or their immediate family members, are participants. All existing related party transactions are reviewed at least annually by the Audit Committee or the full Board of Directors. Any director or officer with an interest in a related party transaction is expected to recuse himself or herself from any consideration of the matter.

During its review of such relationships and transactions, the Audit Committee or the full Board of Directors considers the following:

In addition, to the extent that the transaction involves an independent director, consideration is also given, as applicable, to the NASDAQ listing standards and other relevant rules related to independence.

The Board of Directors has affirmatively determined that each director (Messrs. Banker, Kraniak, and Sellers) qualifies as independent in accordance with the listing standards of the NASDAQ. The Board of Directors also determined that all committee members who served during the fiscal year 2015 qualified as independent for purposes of the committees on which they served. The Board of Directors also determined that Mr. Sellers, who qualifies as an independent director, would not be independent for purposes of serving on the Audit Committee or Compensation Committee due to his affiliation with Sellers Capital Master Fund, Ltd., the Company’s largest shareholder. The independent directors meet regularly in executive sessions, which take place at least twice a year.

We expect that upon the closing of the Merger, the Board of Directors will determine that all of the DK Group’s director designees named in this proxy statement, other than Mr. Daoping Bao who pursuant to the Corporate Governance Agreement will be appointed as Executive Chairman of the Board and President of the Company, as well as the Chief Executive Officer of the Company, as of the closing of the Merger, will be “independent” directors pursuant to the NASDAQ’s listing standards.

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document the Company files at the SEC’s Public Reference Section at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings are also available to the public at the SEC’s website at http://www.sec.gov or at the Company’s website at http://www.prxi.com. Unless otherwise provided below, the information provided in the Company’s SEC filings (or available on the Company’s website) is not part of this proxy statement and is not incorporated by reference.

The Company’s common shares are listed on the NASDAQ under the symbol “PRXI.”

The SEC allows the Company to incorporate by reference documents it files with the SEC. This means that the Company can disclose important information to its shareholders in this proxy statement by referring shareholders to those documents. The information filed by the Company and incorporated by reference is considered to be a part of this document, and later information that the Company files with the SEC will update and supersede that information. Statements contained in this document, or in any document incorporated in this document by reference, regarding the contents of any contract or other document are not necessarily complete and each such statement is qualified in its entirety by reference to such contract or other document filed as an exhibit with the SEC.

The Company incorporates by reference the documents listed below and any documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this document and before the date of the Special Meeting:

Nothing in this proxy statement/prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01 of Form 8-K, including the related exhibits, or any information deemed to have been “furnished” and not “filed” with the SEC.

The Company undertakes to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, by first class mail or other equally prompt means, within one business day of receipt of the request, a copy of any or all of the documents incorporated by reference into this proxy statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this proxy statement incorporates.

If you have questions about the Special Meeting or the proposed Merger after reading this proxy statement, or if you would like additional copies of this proxy statement or the proxy card or copies of other filings of the Company, you should contact the Company by calling (404) 842-2600 or writing, Attn: Secretary, at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326, or contact Alliance Advisors, LLC, the Company’s proxy solicitor, toll-free at 1-888-991-1296.

Proposals Submitted for Inclusion in the Company’s Proxy Materials: Shareholders may present proposals for shareholder action in the Company’s proxy statement where such proposals are consistent with applicable law, pertain to matters appropriate for shareholder action and are not properly omitted by the Company’s action in accordance with Rule 14a-8 under the Exchange Act. Among other things, Rule 14a-8 requires that the Company receive such proposals no later than 120 days prior to the one-year anniversary of the mailing of the last annual meeting proxy statement. Thus, for the next annual meeting of shareholders, the Company must receive shareholder proposals submitted for inclusion in the Company’s proxy materials no later than September 22, 2015. The Company will not include in its proxy materials shareholder proposals received after that date. Shareholder proposals submitted for inclusion in the Company’s proxy materials should be mailed to the following address: Premier Exhibitions, Inc., 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326, Attention: Secretary.

Proposals Not Submitted for Inclusion in the Company’s Proxy Materials: Shareholder proposals that are not submitted for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act, as described above, may be brought before the next annual meeting in accordance with the Company’s Bylaws. The Company’s Bylaws describe the information required in any such notice and also require that the Company receives notice of such proposals not less than 45 days nor more than 60 days prior to the date of the annual meeting. Thus, for the next annual meeting, assuming that it is held on February 25, 2016, the Company must receive shareholder proposals that are not submitted for inclusion in the Company’s proxy materials between December 27, 2015 and January 11, 2016. In accordance with the Company’s Bylaws, the Company will not permit shareholder proposals that do not comply with the foregoing notice requirement to be brought before the 2015 annual meeting of shareholders. Shareholder proposals that are not submitted for inclusion in the Company’s proxy statement should be mailed to the following address: Premier Exhibitions, Inc., 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326, Attention: Secretary.

In order to reduce costs and in accordance with SEC rules, we deliver only one copy of this proxy statement to multiple shareholders sharing an address, unless the Company receives contrary instructions from one or more of such shareholders. Notwithstanding the foregoing, the Company will deliver promptly, upon written or oral request to the Company at the telephone number and address noted below, a separate copy of this proxy statement to each shareholder at a shared address to which a single copy of this document is delivered. Shareholders who wish to receive a separate copy of proxy statements in the future should contact the Company by calling (404) 842-2600 or writing, Attn: Secretary, at 3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia 30326. Shareholders sharing an address who currently receive multiple copies of proxy statements, but who wish to receive only a single copy of such materials, can request that only a single copy be provided by contacting the Company at the same number or address.

As of the date of this proxy statement, the Board of Directors does not know of any other matters that are to be presented for action at the Special Meeting. Should any other matter come before the Special Meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matter in accordance with their judgment.

If you have any questions, require any assistance in voting your shares in the Company, need any additional copies of the Company’s proxy materials, or have any other questions, please call Alliance Advisors, LLC, the Company’s proxy advisor, at the toll-free telephone number included below.

We have audited the accompanying consolidated balance sheets of Dinoking Tech Inc. as of December 31, 2014 and 2013, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the two year period ended December 31, 2014. Dinoking Tech Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dinoking Tech Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying notes are an integral part of these consolidated financial statements

Dinoking Tech Inc. (“Dinoking”) was incorporated under the laws of the Province of British Columbia on November 10, 2006.

The Company is primarily engaged in the rental of animatronic dinosaurs, fossils and skeletons to indoor and outdoor exhibitions, primarily in Canada and the United States of America. Since its development, the Company has provided such exhibition-based assets that are presented to the public in exhibition centers, theme parks and museums and non-traditional venues. Income from exhibitions is generated through fixed-term contracts, or as a percentage of ticket sales of the exhibitor.

Dinosaurs Unearthed Corp. (“Dinosaurs Unearthed”) is a wholly owned subsidiary of the Company, established in order to provide exhibition-based assets of the Company to exhibitions located within the United States.

When we use the terms the “Company”, “we” “us” and “our” we are referring to Dinoking and its subsidiary, Dinosaurs Unearthed (the “Company”). The consolidated financial statements include the accounts of Dinoking, and its wholly-owned subsidiary, Dinosaurs Unearthed after the elimination of all intercompany accounts and transactions.

We have prepared the accompanying consolidated financial statements and notes pursuant to the rules and regulations of the securities Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from reported amounts using these estimates.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents include balances with banks and investments in money market funds. The Company performs periodic evaluations of the relative credit standing of the financial institutions and issuers of cash equivalents.

Certificates of deposit amount to $52,822 (2013 - $52,822) and are carried at cost plus accrued interest and mature throughout 2015 (2013 – throughout 2014). The certificates are issued by one bank and do not currently exceed federally insured limits. The Company has not experienced any losses in these certificates and performs periodic evaluations of the relative credit standing of the bank.

Accounts receivable represent exhibitor obligations under normal trade terms. The Company regularly evaluates the need for an allowance for uncollectible accounts by taking into consideration factors such as the type of client, trends in actual and forecasted credit quality of the client (including delinquency and late payment history) and current economic conditions that may affect an exhibitor’s ability to pay. The allowance for doubtful accounts is determined on a specific reserve basis for accounts not considered collectible. No additional allowance for doubtful accounts has been considered necessary for the year ended December 31, 2014 (2013 - $9,064).

Prepaid expenses and deposits consist of prepaid lease payments and prepaid services that are expensed when services are received or over the term of the exhibition, and reimbursable expenses that are capitalized and recovered from the exhibitors.

Costs incurred for the preparation of exhibits in advance of the date of opening are included in deferred contract costs. These expenditures generally relate to materials, labour, and other costs that are charged as a direct cost of revenues earned over the term of the related revenue contract. When it is determined that expenditures will not likely be recovered by future revenue, such expenditures are included in the current year’s statement of operations and comprehensive income.

The following assets are recorded at cost and depreciated using the straight-line method over the following estimated lives of the related assets, to their estimated residual value:

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated over the adjusted remaining useful life of the assets. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable. Although no such events occurred during the years ended December 31, 2014 and 2013, if an evaluation is required, management would assess whether the carrying value of the asset group is recoverable by comparing the sum of the undiscounted cash flows to the carrying value of the asset group. If the asset is not recoverable, management compares the estimated fair value of the asset to the asset’s carrying amount to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value in the period incurred.

The Company’s revenue arrangements with certain customers may involve multiple elements consisting of exhibition assets; services associated with the exhibition assets including exhibition design support, supervision of installation and employee training, a license to use of the Company’s intellectual property (logos, photos, graphics, illustrations and exhibition content), and maintenance. The Company evaluates all elements in an arrangement to determine what are considered deliverables for accounting purposes and which of the deliverables represent separate units of accounting based on the applicable accounting guidance in the Leases Topic of the FASB ASC and the Revenue Recognition Topic of the FASB. If separate units of accounting are either required under the relevant accounting standards or determined to be applicable under the Revenue Recognition Topic, the total consideration received or receivable in the arrangement is allocated based on the applicable guidance in the above noted standards.

The Company has identified the provision of exhibition assets, design support, supervision of installation, employee training and the use of the Company’s trademarks to be a single deliverable and a single unit of accounting (the “Exhibition Deliverable”). When an arrangement does not include all the elements of an Exhibition Deliverable, the elements of the Exhibition Deliverable included in the arrangement are considered by the Company to be a single deliverable and a single unit of accounting. The Company is not responsible for the physical installation of the exhibition assets in the customer’s facility; however, the Company supervises the installation by the customer. The customer has the right to use the Company’s intellectual property for the duration of the exhibition.

The Company’s Exhibition Deliverable arrangements involve either a sales type or operating lease. Consideration for the Exhibition Deliverable, other than those delivered pursuant to joint revenue sharing arrangements, consist of upfront or initial payments made before and after the final installation of the exhibition assets and ongoing payments throughout the term of the lease or over a period of time, as specified in the arrangement. The ongoing payments are generally a fixed annual amount or a certain percentage of the exhibition admissions. The Company’s arrangements are non-cancellable, unless the Company fails to perform its obligations. In the absence of a material default by the Company, there is no right to any remedy for the customer under the Company’s arrangements. If a material default by the Company exists, the customer has the right to terminate the arrangement and seek a refund only if the customer provides notice to the Company of a material default and only if the Company does not cure the default within a specified period.

The Company uses the Leases Topic of FASB ASC to evaluate whether an arrangement is a lease within the scope of the accounting standard. Arrangements not within the scope of the accounting standard are accounted for as either a sales or services arrangement, as applicable.

For lease arrangements, the Company determines the classification of the lease in accordance with the Lease Topic of FASB ASC. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the equipment is classified as a sales-type lease based on the criteria established by the accounting standard; otherwise the lease is classified as an operating lease.

For sales type leases, the revenue allocated to the Exhibition Deliverable is recognized when the lease term commences, which the Company deems to be when all of the following conditions have been met: (1) the exhibition assets have been installed and are in full working condition; (2) the employee training has been completed; and (3) the earlier of (a) receipt of the written customer acceptance certifying the completion of installation and testing of the exhibition assets and completion of employee training or (b) public opening of the exhibition, provided collectability is reasonably assured.

Revenues from joint revenue sharing arrangements with upfront payments that qualify for classification as sales-type leases are recognized in accordance with the sales type lease criteria discussed above. Contingent revenues from joint revenue sharing arrangements are recognized as exhibition admissions are reported by the customer, provided collectability is reasonably assured.

Finance income is recognized over the term of the sales-type lease provided collectability is reasonably assured. Finance income recognition ceases when the Company determines that the associated receivable is not collectible.

Finance income is suspended when the Company identifies a customer that is delinquent, non-responsive or not negotiating in good faith with the Company. Once the collectability issues are resolved the Company will resume recognition of finance income.

Exhibition assets subject to sales type leases includes the cost of the exhibition assets and costs related to project management, design, delivery and installation supervision services as applicable. The costs related to exhibition assets under sales type lease arrangements are relieved from inventory to costs and expenses applicable to revenues – equipment sales when revenue recognition criteria are met.

For exhibition assets and other equipment subject to an operating lease or placed in a customers’ venue under a joint revenue sharing arrangement, the cost of equipment and those costs that result directly from and are essential to the arrangement, is included within property and equipment. Depreciation and impairment losses, if any, are included in cost of rentals based on the accounting policy set out in note 2(f).

Deferred revenue represents cash received prior to revenue recognition criteria being met for Exhibition Deliverables.

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. For the years ended December 31, 2014 and 2013 comprehensive income (loss) related to foreign currency translation.

The Company records deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized using the straight-line method over the term of the related debt, which approximates the effective interest method. The amortization of deferred financing costs is included in interest expense as a component of other expenses in the accompanying statements of operations. For the years ended December 31, 2014 and 2013, amortization of deferred financing costs was immaterial.

The functional currency of the Company is the Canadian Dollar. The functional currency of the Company’s subsidiary Dinosaurs Unearthed is the U.S. Dollar. Assets and liabilities are translated to the reporting currency at the exchange rate in effect at year-end. Revenues and expenses are translated at the rates of exchange prevailing during the year. Unrealized translation gains and losses arising from differences in exchange rates from period to period are included as a component of accumulated other comprehensive income or loss in stockholders’ equity.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our financial assets and financial liabilities that require recognition under the accounting guidance generally include our foreign currency derivatives. In accordance with ASC 815 the Company recognizes derivative instruments and hedging activities as either assets or liabilities on the balance sheet and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting.

The carrying values of the Company’s current financial assets and liabilities approximates fair value due to their short-term nature. The Company believes that the carrying amount of its long-term debt approximates fair value because interest rates on these instruments are similar to rates the Company would be able to receive for similar instruments of comparable maturity.

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal fees associated with loss contingencies are expensed as incurred.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2014, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

Basic net income per common share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share give effect to dilutive options, warrants, convertible debt and other potential Common Stock equivalents outstanding during the period. There were no potentially dilutive instruments outstanding as at December 31, 2014 or 2013.

The Company’s credit risk is primarily attributable to its account receivables and net investment in leases. The Company is exposed to credit-related losses in the event of non-performance by counterparties to the financial instruments. Credit exposure is minimized by dealing with only credit worthy counterparties. As at December 31, 2014, 3 customers (December 31, 2013 – 2 customers) accounted for 91% (2013 – 86%) of accounts receivable. As at December 31, 2014, 1 customer (December 31, 2013 – 1 customer) accounted for 100% (2013 – 100%) of net investment in leases. The Company performs regular credit assessments of its customers and provides allowances for potentially uncollectible accounts receivable and investment in leases based on prior experience and the current economic environment.

Credit risk on cash and cash equivalents is limited because the Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions.

Interest rate risk is the risk that the value of a financial instrument. Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate cash flow risk with respect to its variable rate term loan which is subject to a floating interest rate of prime plus 2% .

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s exposure to liquidity risk is dependent on the collection of accounts receivable and investment in leases, purchasing commitments and obligations or raising funds to meet commitments and sustain operations.

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The nature of the Company’s activities exposes it to risk of changes in foreign currency exchange rates. The Company uses forward contracts to reduce the exposure to foreign currency exchange volatility. As at December 31, 2014 and 2013, the following items are denominated in US currency:

Trademarks are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The impairment test consists of a comparison of the fair value of the indefinite-life intangible asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2016 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amount of revenues and expenses recognized during the periods presented. The Company reviews all significant estimates affecting its financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on the Company’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in the Company’s assessment of the selling prices associated with the individual elements in multiple element arrangements; residual values of leased assets; economic lives of leased assets; allowances for potential uncollectibility of accounts receivable, and net investment in leases; depreciable lives of property and equipment; and estimation of valuation allowances for deferred income taxes.

A number of the Company’s leases are classified as sales-type leases. The Company classifies its lease arrangements at inception of the arrangement and, if required, after a modification of the lease arrangement, to determine whether they are sales-type leases or operating leases. The Company’s lease arrangements generally do not contain an automatic transfer of title at the end of the lease term. The Company’s lease arrangements do not contain a guarantee of residual value at the end of the lease term. The Company is required to pay a portion of executory costs such as insurance and is generally required to pay for maintenance.

Future minimum rental payments receivable from operating and sales-type leases at December 31, 2014, for each of the next five years are as follows:

Contingent fees generally relate to gate-sharing revenues and merchandising revenues shared with the exhibitor. Contingent fees that meet the Company’s revenue recognition policy, from customers under various arrangements, have been reported in revenue as follows:

Depreciation expense for the year ended December 31, 2014 amounted to $496,567 (2013 - $44,300).

During the year ended December 31, 2014, property and equipment were acquired at an aggregate cost of $815,337 (2013 - $443,507).

Principal repayments on term loan subject to refinancing in each of the next four years are estimated as follows:

The term loan subject to refinancing is subject to a financial covenant, with regards to maintaining a Debt Service Coverage ratio of no less than 120%. As at December 31, 2014, the Company is in compliance with the covenant.

The following table reconciles the income tax benefit at the Canadian statutory rate to income tax benefit at the Company's effective tax rates.

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax assets (liabilities) at December 31, 2014 and 2013 are comprised of the following:

The Company has adopted the interpretation for accounting for uncertainty in income taxes which was an interpretation of the accounting standard accounting for income taxes. This interpretation created a single model to address accounting for uncertainty in tax positions. This interpretation clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

As at December 31, 2014 and 2013, the Company’s consolidated balance sheets did not reflect a liability for uncertain tax positions, nor any accrued penalties or interest associated with income tax uncertainties. The Company is subject to income taxation at the federal and provincial levels. The Company is subject to Canadian federal tax examinations for the tax years 2012 through 2014. The Company is subject to US federal tax examinations for the tax years 2012 through 2014. The Company has no income tax examinations in process.

The Company is authorized to issue an unlimited number of common shares without par value.

Class A Redeemable Preferred Shares are non-voting and are redeemable at $2,235 per preferred share at the option of the Company.

During the year ended December 31, 2014, the Company redeemed no common shares (2013 – 5,700 for $57).

During the year ended December 31, 2014, the Company redeemed 64 Class A Preferred Shares for $141,111 (2013 – 600 Class A Preferred Shares for $701,710).

The Company operates in one segment; the rental of animatronic dinosaurs, fossils and skeletons to indoor and outdoor exhibitions, primarily in Canada and the United States of America. Assets are located as follows:

1 customer accounted for $8,930,477 (80%) of revenue in 2014 (2013 – 1 customer accounted for $2,514,573 or 39%).

1 supplier accounted for 100% of all exhibition asset purchases during the year ended December 31, 2014 (2013 – 1 supplier accounted for 100%).

During the year ended December 31, 2014 the Company redeemed 64 Class A Preferred Shares for $141,111 (2013 – 600 Class A Preferred Shares for $701,710).

During the year ended December 31, 2014 the Company repaid $Nil (2013 - $1,121,410) of advances from shareholders. The balance of advances from shareholders was $Nil as at December 31, 2014 (2013 - $Nil).

During the year ended December 31, 2014 the Company recorded interest of $Nil (2013 - $119,041) on loans from shareholders.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s cash is classified within Level 1 of the fair value hierarchy because it is valued using quoted market prices. Cash is valued based on quoted market prices in active markets is primarily comprised of cash in banks.

The Company’s foreign currency forwards are classified within Level 1 of the fair value hierarchy because they are based on observable market inputs. The fair value of regular forward contracts are calculated using the period-end exchange rate adjusted for current forward points. As at December 31, 2014, the Company had one foreign currency forward contract outstanding pursuant to which the Company has contracted to purchase US $100,000 at an exchange rate of $1.107 CAD (2013 – one contract outstanding pursuant to which the Company has contracted to purchase US $300,000 at an exchange rate of $1.062 CAD). The exchange rate in effect as at December 31, 2014 was $1.1627 (2013 - $1.0694).

On December 18, 2014 the Company entered into a Letter of Intent (“LOI”) with Premier Exhibitions, Inc. (“Premier”) pursuant to which Premier would acquire all of the issued and outstanding shares of the Company (the “Acquisition”).

In conjunction with the Acquisition, certain investors (the “Investors”) will invest no less than US $10,000,000 in cash in Premier at the time of the completion of the Acquisition (the “Investment”). The final cash amount to be invested will be determined based upon the mutually agreed working capital requirement of Premier but will not exceed US $13,500,000. Within 5 days of execution of a satisfactory letter of intent, the investors will deposit US $1,000,000 as evidence of financial capacity and on the date of signing of a Definitive Agreement deposit an additional US $4,000,000.

In consideration for the Acquisition and the Investment, the shareholders of the Company and the Investors will receive no less than 30 – 45% of the outstanding shares of Premier’s common stock upon closing, the specific percentage to be agreed upon between the parties.

In the event that the Acquisition and the Investment are not completed because Premier pursues any other transaction or investment with another entity at any time prior to the date that is the later of eighteen months or after the termination of this LOI or the termination of the Definitive Agreement due to no fault of the Company or the Investors, or if Premier breaches certain other representations included in the LOI, then Premier will pay to the Company and the Investors a total break-up fee of US $500,000.

Dinoking Tech Inc. (“Dinoking”) was incorporated under the laws of the Province of British Columbia on November 10, 2006.

When we use the terms the “Company”, “we” “us” and “our” we are referring to Dinoking and its subsidiary, Dinosaurs Unearthed (the “Company”). The condensed consolidated financial statements include the accounts of Dinoking, and its wholly-owned subsidiary, Dinosaurs Unearthed after the elimination of all intercompany accounts and transactions.

We have prepared the accompanying unaudited condensed consolidated financial statements and notes pursuant to the rules and regulations of the securities Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“US GAAP”) regarding interim financial reporting. Accordingly, they do not contain all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our audited consolidated financial statements for the fiscal year ended December 31, 2014. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of our financial condition as of March 31, 2015, our results of operations for the three months ended March 31, 2015 and 2014 and cash flows for the three months ended March 31, 2015 and 2014. The data in the condensed consolidated balance sheet as of December 31, 2014 was derived from our audited consolidated balance sheet as of December 31, 2014. The unaudited condensed consolidated financial statements include the accounts of Dinoking and its subsidiary after the elimination of all significant intercompany accounts and transactions. Our operating results for the three months ended March 31, 2015 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2015 (“fiscal 2015”).

For a description of significant accounting policies, see the Significant Accounting Policies footnote to the December 31, 2014 audited consolidated financial statements. The have been no material changes to the Company’s significant accounting policies since the issuance of the Company’s December 31, 2014 audited consolidated financial statements.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States regarding interim financial reporting requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the condensed consolidated financial statements are published, and the reported amount of revenues and expenses recognized during the periods presented. The Company reviews all significant estimates affecting its condensed consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on the Company’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the condensed consolidated financial statements. Actual results could differ from reported results using such estimates. There have been no material revisions to the nature or amount of changes in estimates of amounts reported in the audited consolidated financial statements as at and for the year ended December 31, 2014

As at March 31, 2015 and 2014, the Company’s condensed consolidated balance sheets did not reflect a liability for uncertain tax positions, nor any accrued penalties or interest associated with income tax uncertainties. The Company is subject to income taxation at the federal and provincial levels. The Company is subject to Canadian federal tax examinations for the tax years 2012 through 2014. The Company is subject to US federal tax examinations for the tax years 2012 through 2014. The Company has no income tax examinations in process.

Tax is charged at X% for the three months ended March 31, 2015 (X% three months ended March 31, 2014) representing the best estimate of the average annual effective tax rate expected to apply for the full year, applied to pre-tax income of the three month period.

During the 3 month period ended March 31, 2015, the company received proceeds from two term loans from its lending institution, comprising $110,091 bearing interest at the financial institution’s prime lending rate plus 2% annually, and $307,500 bearing interest at the financial institution’s prime lending rate plus 0.75% annually. The loans are repayable in monthly blended installments of $3,058 and $1,281 and mature in January 2018 and January 2035 respectively.

On April 2, 2015, Dinoking entered into a definitive merger agreement ("Merger Agreement") whereby it will combine with Premier Exhibitions Inc. (“Premier”) Under the Merger Agreement, the Dinoking shareholders will be entitled to up to 24% of the fully diluted ownership of Premier in exchange for all of the issued and outstanding shares of Dinoking. In addition ,an Investor Group will provide up to $13.5 million in funding to Premier to repay $8 million of existing debt and $5.5 million for corporate purposes including the completion of the development of "Saturday Night Live: The Exhibition" and "Premier on 5th", the Company's state-of-the-art exhibition and special events center located in New York City. The transaction has been approved by the Board of Directors of Dinoking and Premier. Premier's principal shareholder, and the directors and officers of the Company have entered into agreements to vote in favor of the transaction. The completion of the transaction is subject to Premier shareholder approval among other customary closing conditions. The merger is expected to be completed in August 2015.

Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta, GA, is a major provider of museum quality exhibitions throughout the world and a recognized leader in developing and displaying unique exhibitions for education and entertainment. The Company's exhibitions present unique opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Exhibitions are presented in museums, exhibition centers and other entertainment venues.

Under the terms of the agreement, Premier will acquire all outstanding shares of Dinoking for a total consideration of US$6.4 million payable in Premier shares or shares exchangeable for Premier shares at transaction close. Premier has also agreed to future contingent payments to the Dinoking shareholders of up to US$8.6 million payable in either cash or stock if certain milestones are reached. In addition, an Investor Group will invest up to $13.5 million in Premier through convertible debentures carrying an interest rate of 12% per annum and a conversion price of $4.48 per share. The conversion price represents a premium of approximately 38.5 percent and 32.4 percent to Premier's volume weighted average price for the trailing 30 days and 60 days, respectively. The merger and conversion of the debenture is subject to shareholder approval and expected to take place at the closing of the deal.

Upon the signing of the Merger Agreement, $8.0 million of the proceeds will be used to repay Premier’s existing $8.0 million Secured Promissory Note and Guarantee

Upon the closing of the transaction, the Dinoking shareholders and the Investor Group will hold 47.0% of the outstanding Premier voting shares, subject to additional contingent payments, and the right to nominate four out of seven board members. Dinoking will become an indirect wholly-owned subsidiary of Premier.

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MERGER AGREEMENT

MERGER AGREEMENT made as of the 2nd day of April, 2015.

AMONG:

PREMIER EXHIBITIONS, INC., a corporation existing under the laws of the State of Florida

("Premier")

AND:

1032403 B.C. LTD., a company existing under the laws of the Province of British Columbia

("Exchangeco")

AND:

DINOKING TECH INC., a company existing under the laws of the Province of British Columbia

("DK")

AND:

DAOPING BAO, businessperson residing in Surrey, British Columbia

("Bao")

AND:

NANCY BRENNER, businessperson residing in Surrey, British Columbia ("Brenner")

(collectively with Premier, Exchangeco, DK and Bao, the "Parties" and individually, a "Party")

THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties hereby covenant and agree as follows:

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1.0	INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings respectively:

"2010 Opinion" means the opinion (ruling) issued by the United States District Court for the Eastern District of Virginia with respect to Action No. 2:93cv902, dated as of August 12, 2010.

"2011 Opinion" means the opinion (ruling) issued by the United States District Court for the Eastern District of Virginia with respect to Action No. Action 2:93cv902, dated as of August 15, 2011.

"Acquisition Proposal" means, other than the Merger, any bona fide proposal with respect to: (i) a merger, amalgamation, take-over bid, tender offer of Premier; (ii) a sale of assets (or any lease, long-term supply agreement, licence, joint venture or other arrangement having the same economic effect as a sale) including, without limitation, a sale of any material Subsidiary of Premier (and for this purpose RMSTI is deemed to be a material Subsidiary) or of Premier representing all or substantially all of the consolidated assets, revenues or earnings of Premier or any material Subsidiary; (iii) the acquisition in any manner, directly or indirectly, in a single transaction or a series of related transactions, of over 20% of (a) a class of outstanding equity securities of Premier or any Premier Subsidiary, or (b) the consolidated total assets of the Premier and the Premier Subsidiaries; or (iv) any similar transactions involving Premier or a material Subsidiary of Premier (and for this purpose RMSTI is deemed to be a material Subsidiary), or a proposal to enter into such a transaction.

"Agreement" means this Agreement as may be amended, supplement, restated or replaced.

"Amended and Restated Pentwater Note" means the amended and restated promissory notes April 2, 2015 issued by Premier in favour of the DK Investor Group members in connection with the assumption and replacement of the Pentwater Loan and the advance of the Second Loan.

"Ancillary Agreements" means the Support Agreement, the Registration Rights Agreement, the Corporate Governance Agreement and the Success Payment Agreement, collectively.

"Applicable Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities, regulatory agencies or self-regulatory organizations, as set out in Appendix 2 hereto.

"Arm's Length" has the meaning set out in the ITA.

"Assignment and Assumption Agreement" means the assignment and assumption agreement April 2, 2015 entered into between Pentwater and the DK Investor Group members relating to the assumption and replacement of the Pentwater Loan.

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"Business Day" means any day on which commercial banks are open for business in Vancouver, British Columbia and Atlanta, Georgia and other than a Saturday, a Sunday or a day observed as a holiday in Vancouver, British Columbia under the laws of the Province of British Columbia or the federal laws of Canada, or in Atlanta, Georgia under the laws of the State of Georgia or the federal laws of the United States of America.

"Cedar Fair Triggering Event" has the meaning ascribed to that term in the Success Payment Agreement.

"Code" means the Internal Revenue Code of 1986, as amended, and the regulatory and administrative guidance promulgated and in effect thereunder.

"Compelled Party" has the meaning ascribed thereto in Section 4.8.1(d).

"Confidentiality Agreement" means the non-disclosure agreement dated as of September 25, 2013 between inter alia Premier and DK.

"Corporate Governance Agreement" means an agreement to be made among Premier, the DK Investor Group and the DK Securityholders in substantially the form attached as Exhibit D.

"Debt Instrument" means any bond, debenture, mortgage, promissory note or other instrument evidencing indebtedness for borrowed money.

"DK Business" means the business of DK and the DKSubs as it is currently conducted, including traveling exhibitions of dinosaurs (under the name Dinosaurs Unearthed© and Dinosaurs Alive!©) and bugs (under the name Xtreme BUGS), Creatures of the Deep and related materials in museums, science centres, zoos, amusement parks and other private and public venues and the performance of services related to these activities.

"DK Common Shares" means the common shares in the capital of DK.

"DK Disclosure Letter" means that certain Disclosure Letter dated as of the date hereof and delivered by DK to Premier concurrently herewith.

"DK Employees" means all personnel employed or retained by DK or any DKSub in connection with the DK Business, including any that are on medical or long-term disability leave or other statutory or authorized leave or absence.

"DK Employee Benefit Plan" means:

(a)	salaries, wages, bonuses, vacation entitlements, commissions, fees, stock option plans, stock purchase plans, incentive plans, deferred compensation plans, profit sharing plans and other similar benefits, plans or arrangements;

(b)	insurance, health, welfare, drug, disability, pension, retirement, travel, hospitalization, medical, dental, legal counseling, eye care and other similar benefits, plans or arrangements; and

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(c)	agreements or arrangements with any labour union or employee association, written or oral employment agreements or arrangements and agreements or arrangements for the retention of the services of independent contractors, consultants or advisors.

"DK Exhibition Assets" means all of the displays, signs, objects, models, renderings, representations, drawings, specimens, audio-visual media and the like used by DK in exhibitions that comprise the DK Business.

"DK Financial Statements" means the audited consolidated annual financial statements of DK as at December 31, 2014, consisting of the consolidated balance sheet as at December 31, 2014 and the accompanying consolidated statement of operations and deficit and consolidated statement of cashflows for the 12-month period ended December 31, 2014, including the notes thereto and the auditor's report thereon, all of which are expressed in Canadian currency.

"DK Intellectual Property" has the meaning ascribed thereto in Section 3.1.35(a).

"DK Investor Group" means High Nature Holdings Limited, a British Virgin Islands Corporation, 103443 B.C. Ltd, a B.C. corporation, Lange Feng, an individual resident in the City of Surrey, British Columbia and Mandra Forestry Limited (subject to a name change), a British Virgin Islands Corporation.

"DK Investor Group Financing" means the convertible debt financings to Premier by the DK Investor Group on the terms and conditions set out in Appendix 5.

"DK Leased Property" means all the right, title and interest in and to the subject matter (whether real property or personal property) of the DK Leases.

"DK Leases" means the real or personal property leases or subleases, or other rights of occupancy relating to real property, which DK or any DKSub is a party to or bound by or subject to, as set out and described in Section 3.1.23 of the DK Disclosure Letter.

"DK Licences" has the meaning ascribed thereto in Section 3.1.29.

"DK Material Agreements" means the agreements, indentures, contracts, leases, licences, options, instruments and other commitments set out in Section 3.1.25 of the DK Disclosure Letter.

"DK Preferred Shares" means the Class "A" Preferred shares in the capital of DK.

"DK Registered Intellectual Property" means all Registered Intellectual Property owned by DK.

"DK Securityholders" means the registered and beneficial holders of the DK Shares, being Bao and Brenner.

"DK Shares" means collectively the DK Common Shares and the DK Preferred Shares. "DKSub" means each of the following Subsidiaries

(a)	Dinosaurs Unearthed, Corp., a Delaware corporation incorporated on August 18, 2008 under file number 4585807; and

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(b)	Dinoking International Inc., a British Columbia company incorporated November 19, 2014, under incorporation number BC1019440.

"Drop Dead Date" means 180 days after the date of this Agreement or such later date as may be agreed upon by the Parties; provided that the Drop Dead Date shall be automatically extended for that number of days requested (up to 90 days) by either DK or Premier in the event that (A) NASDAQ has approved the required listings and issuances of Premier Shares (i) to be issued pursuant to Section 0, (ii) on the exchange of the Exchangeable Shares, (iii) under the Amended and Restated Pentwater Note, and (iv) under the Success Payment Agreement, (B) the Premier Shareholders Resolution has been adopted, or if not yet adopted, it is as a result of a delay in holding the Premier Special Meeting, which delay was exclusively due to the review period by the SEC of the financial statements of Premier or DK required to be and contained in the Premier Proxy Statement for the Special Meeting or required to be filed and filed in a timely manner by Premier after the filing of the Premier Proxy Statement; provided that if such extension was requested by Premier, in the view of DK, acting reasonably, Premier has met its obligations under Section 2.4, and (C) there has been no breach of this Agreement by the requesting Party.

"Effective Date" means the date agreed to by Premier and DK in writing as the effective date of the Merger, which date shall be no later than the fifth Business Day after the satisfaction or, where not prohibited, the waiver (subject to applicable Law) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set out in Section 5.0 of this Agreement, unless another date is agreed to in writing by the Parties.

"Effective Time" means the beginning of the day (Vancouver time) on the Effective Date, or such other time on the Effective Date as may be agreed upon by Premier and DK.

"Elected Shares" has the meaning ascribed thereto in Section 2.2.

"Encumbrance" means any mortgage, charge, easement, encroachment, lien, adverse claim, assignment by way of security, security interest, servitude, pledge, hypothecation, conditional sale agreement, security agreement, title retention agreement, financing statement, option, right of pre-emption, privilege, obligation to assign, licence, sublicence (other than non-exclusive licences and sublicences of Intellectual Property made in the ordinary course of business) or other encumbrance.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and regulations promulgated thereunder.

"ERISA Affiliate" means any Person that would be treated as a single employer with Premier pursuant to Section 414(b), (c), (m) or (o) of the Code.

"ETA" means the Excise Tax Act, RSC 1985, c E-15 (Canada).

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

"Exchangeable Shares" means non-voting exchangeable shares in the capital of Exchangeco, having the special rights and restrictions set out in the Share Provisions.

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"Exchangeco Exchange Ratio" means the number of Exchangeable Shares that a DK Securityholder will receive for each one Elected Share transferred and sold to Exchangeco being:

(a)	342.582 Exchangeable Shares in respect of each Elected Share that is a DK Common Share, subject to adjustment under the Exchange Ratio Adjustment Formula; and

(b)	395.565 Exchangeable Shares in respect of each Elected Share that is a DK Preferred Share.

"Exchange Ratio Adjustment Formula" means the aggregate increase to:

the number of Exchangeable Shares to be issued for each DK Common Share that is an Elected Share under the Exchangeco Exchange Ratio; and

the number of Premier Shares to be issued for each DK Common Share other than an Elected Shares under the Premier Exchange Ratio,

which shall be determined as follows:

if, at the Effective Time, the Cedar Fair Triggering Event has occurred (and provided the total gross revenue value of the Cedar Fair Agreement, as defined in the Success Payment Agreement, entered into pursuant thereto is equal to or greater than $3 million), there will be an addition to the number of shares otherwise deliverable under this Merger Agreement for each DK Common Share equal to:

the number obtained by dividing $4,281,357 by the lower of: (i) $5.15 and (ii) the VWAP of the Premier Shares for the 60 day period ending immediately prior to the date of the Cedar Fair Triggering Event,

divided by the total number of issued and outstanding DK Common Shares;

if, at the Effective Time, the Macau Signing Triggering Event has occurred, there will be an addition to the number of shares otherwise deliverable under this Merger Agreement for each DK Common Share equal to:

the number obtained by dividing $1,712,543 by the lower of: (i) $8.96 and (ii) the VWAP of the Premier Shares for the 60 day period ending immediately prior to the date of the Macau Signing Triggering Event,

divided by the total number of issued and outstanding DK Common Shares;

if, at the Effective Time, the Macau Opening Payment Triggering Event has occurred, there will be an addition to the number of shares otherwise deliverable under this Merger Agreement for each DK Common Share equal to:

the number obtained by dividing $2,568,814 by the lower of: (i) $8.96 and (ii) the VWAP of the Premier Shares for the 60 day period ending immediately prior to the date of the Macau Opening Triggering Event,

divided by the total number of issued and outstanding DK Common Shares.

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"Financial Year End" means:

(a)	in respect of DK December 31; and

(b)	in respect of Premier February 28.

"Form S-3" and "Form S-4" have the respective meaning ascribed thereto in the Registration Rights Agreement.

"Governmental Entity" means any domestic or foreign:

(a)	multinational, federal, provincial, state, regional, municipal, local, aboriginal or other government, governmental or public department, central bank, branch, ministry, or Tribunal;

(b)	subdivision, agent, commission, board, or authority of any of the foregoing; or

(c)	quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

"Guarantee" means any agreement, contract or commitment providing for the guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, Liabilities (contingent or otherwise) or indebtedness of any Person.

"ICA" means the Investment Canada Act (Canada), RSC 1985, c. 28 (1st Supp.), as amended from time to time prior to the Effective Date.

"Information" has the meaning ascribed thereto in Section 4.8.1.

"Intellectual Property" means any or all of the following and all rights in, arising out of, or associated with:

(a)	all Registered Intellectual Property;

(b)	all Intellectual Property Rights;

(c)

all trade secrets and all proprietary and confidential information including, without limitation, know-how, technical data, techniques, documentation, reports, records, descriptions, schematics, specifications, designs, industrial models, design criteria, architectures, schematics for hardware products, sketches, photographs, plans, drawings, reports, studies, findings, prototypes and ideas, whether copyrightable or not, whether trade secrets or not and whether in written, graphic or oral form;

(d)	all business data and information including, without limitation, customer lists, business models, logos, product documentation and web-site materials and marketing collaterals;

(e)	all rights in the nature of copyright howsoever arising, worldwide (whether domestic or foreign) that subsist in and to any original works (including, without limitation, Software) and which have not been registered under the applicable copyright legislation;

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(f)	all trade names, brand names, logos, unregistered trade-marks;

(g)	all data, databases and data collections in whatever form or media; and

(h)	all physical manifestations of any of the foregoing together with all documentation applicable thereto.

"Intellectual Property Rights" means any and all proprietary, possessory, use and ownership rights, titles and interest (whether domestic or foreign and whether legal, equitable or beneficial) in and to all intellectual property including inventions, issued and unissued patents, utility models, patent applications, registered and unregistered copyrights, registered and unregistered industrial designs and design rights, registered and unregistered trademarks or service marks, goodwill and any protectable reputation, confidential information, trade secrets, mask works, semiconductor chip designs and integrated circuit topography and all other intellectual and industrial property rights whatsoever and worldwide (whether registered or unregistered).

"Interested Person" means any present or former officer, director, shareholder, employee, consultant or advisor, excluding attorneys, accountants and other third party professional advisors of a party in connection with this Agreement and the transactions contemplated herein, of or to a party or any Person with which the Party or any of the foregoing does not deal at Arm's Length within the meaning of the ITA (including a spouse, parent, child or sibling of any such Person).

"ITA" means the Income Tax Act (Canada), RSC 1985, c. 1 (5th Supp.), as amended from time to time prior to the Effective Date.

"Key Employees" means those Persons designated as "Key Employees" by DK to Premier as of the date hereof.

"Laws" means all statutes, regulations, statutory rules, principles of law, orders, published policies and guidelines, and terms and conditions of any grant of approval, permission, authority or licence of any court, Governmental Entity, statutory body or self-regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities.

"Liabilities" means any and every claim, obligation, commitment, cause of action, debt, required payment, charge, judgment, assessment, liability, obligation, lien, loss, damage, penalty, fine, cost, expense, duty and responsibility of any type or nature, whether direct or indirect, imposed by Law, agreement or otherwise and whether or not asserted, known, contingent, liquidated, accrued, disputed, matured or otherwise, including all damages.

"Liquidation Call Right" has the meaning ascribed to that term in Section 2.8.

"Liquidation Call Purchase Price" has the meaning ascribed to that term in Section 2.8.

"Liquidation Call Notice" has the meaning ascribed to that term in Section 2.8.

"Liquidation Event" has the meaning ascribed to that term in Section 2.11.

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"Liquidation Event Effective Date" has the meaning ascribed to that term in Section 2.11.

"Macau Signing Triggering Event" has the meaning ascribed to that term in the Success Payment Agreement.

"Macau Opening Triggering Event" has the meaning ascribed to that term in the Success Payment Agreement.

"Material Adverse Change", when used in connection with:

(a)

Premier, means any change which is material and adverse to the Titanic Covenants and Conditions or the rights of RMSTI pursuant to the Titanic Documents that materially impacts the rights of RMSTI in any of the Titanic Assets, the Titanic salvor rights or any of the associated Intellectual Property; and

(b)

Premier or DK, means any change, effect, event or occurrence with respect to its condition (financial or otherwise), properties, assets, ownership, capital, Liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations or those of its Subsidiaries, in each case, if any, that is, or would reasonably be expected to be, material and adverse to the business, properties, assets, operations, condition (financial or otherwise) or prospects of such Party and its Subsidiaries taken as a whole, other than any change, effect, event or occurrence (i) relating to the Canadian or United States' economy or financial or capital markets in general including changes in the credit, interest rate and currency markets in a jurisdiction in which a Party or its Subsidiaries operate; (ii) generally affecting the industry in which such Party operates; (iii) relating to changes, developments or conditions resulting from any act of sabotage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war; (iv) in the case of Premier, a threatened default under the Pentwater Loan which has been disclosed in Section 3.2.31 of the Premier Disclosure Letter; or (v) relating to any decrease in the market price or any decline in the trading volume of the Premier Shares (it being understood that the causes underlying such change in the market price or trading volume (other than those in items (i) to (iv) above) may be taken into account in determining whether a Material Adverse Change has occurred; provided, that such change, event, occurrence or state of facts referred to in subsections (i), (ii) and (iii) above does not primarily relate only to (or have the effect of primarily relating only to) that Party and its Subsidiaries, taken as a whole, or disproportionately adversely affect that Party and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the same industry as that Party and its Subsidiaries.

"Material Adverse Effect", when used in connection with Premier or DK, means any effect of a Material Adverse Change, and "Materially Adversely Affected" shall have a corresponding meaning.

"Merger" means the acquisition of all of the DK Shares by Exchangeco through:

(a)	the transfer and sale to Exchangeco by the DK Securityholders of Elected Shares in exchange for Exchangeable Shares; and

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(b)	the transfer and sale to Exchangeco by the DK Securityholders of the DK Shares other than Elected Shares in exchange for Premier Shares,

and includes such ancillary transactions thereto as are contemplated under the terms of this Agreement.

"misrepresentation" has the meaning ascribed thereto under the Securities Act (British Columbia), as amended from time to time.

"Monthly Financial Statements" means the unaudited financial statements of Premier, prepared on a consolidated basis, as at the end of each month, commencing on the month commencing December 1, 2014 and ending on the month ended February 28, 2015 consisting of the consolidated statement of consolidated income(loss), the consolidated balance sheet of Premier and its Subsidiaries as at each such month end, the of cash flows for the period from the month ended February 28, 2015 and from the Financial Year ended February 28, 2014 to and including February 28, 2015, a summary of general and administrative expenses, exhibition revenue and operating statistics and adjusted EBITDA all of which are expressed in United States currency.

"NCM" means the market tier of The National Association of Securities Dealers Automated Quotation System, referred to as the NASDAQ National Capital Market.

"Other Parties" has the meaning ascribed thereto in Section 4.8.1(d).

"Pentwater Loan" means collectively, (i) the secured promissory note and guarantee dated September 30, 2014 in the principal amount of $7 million issued by Premier to PWCM Master Fund Ltd.; and (ii) the secured promissory note and guarantee dated September 30, 2014 in the principal amount of $1 million issued by Premier to Pentwater Credit Opportunities Fund Ltd., in each case together with all interest accrued and unpaid thereon, as the same is amended on the assumption and replacement thereof by the DK Investor Group pursuant to the Assignment and Assumption Agreement and the Amended and Restated Pentwater Note.

"Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, company, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

"Personal Information" means any information regulated by privacy Laws in the possession of DK or Premier, as applicable, about an individual other than the name, title, business address or telephone number of any DK Employee or Premier Employee, as applicable.

"Pre-Effective Date Period" means the period from and including the date hereof to and including the earlier of the Effective Time and the date of termination of this Agreement pursuant to Section 6.0.

"Premier Business" means the business of Premier as it is currently conducted, including the business of presenting to the public museum-quality touring exhibitions around the world. Premier divides its business into an exhibition management division and a content division. The content division is Premier's Subsidiary, RMSTI. The exhibition management division of Premier includes its exhibition operations and merchandising operations.

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"Premier Business Plan" means the business plan that has been disclosed to DK in respect of how Premier will conduct the Premier Business up to and including the Effective Date, which is attached as Appendix 4 to this Agreement.

"Premier Disclosure Letter" means that certain Disclosure Letter dated as of the date hereof and delivered by Premier to DK, the DK Securityholders and the DK Investor Group concurrently herewith.

"Premier Employees" means all personnel employed by Premier or any Premier Subsidiary in connection with the Premier Business, including any that are on medical or long-term disability leave or other statutory or authorized leave or absence.

"Premier Employee Benefit Plan" means

(a)	salaries, wages, bonuses, vacation entitlements, commissions, fees, stock option plans, stock purchase plans, incentive plans, deferred compensation plans, profit sharing plans and other similar benefits, plans or arrangements;

(b)	insurance, health, welfare, drug, disability, pension, retirement, travel, hospitalization, medical, dental, legal counseling, eye care and other similar benefits, plans or arrangements; and

(c)	agreements or arrangements with any labour union or employee association, written or oral employment agreements or arrangements and agreements or arrangements for the retention of the services of independent contractors, consultants or advisors.

"Premier Exchange Ratio" means the number of Premier Shares that a DK Securityholder will receive for each DK Share other than an Elected Share transferred and sold to Exchangeco being:

(a)	342.582 Premier Shares in respect of each DK Share other than an Elected Share that is a DK Common Share, subject to adjustment under the Exchange Ratio Adjustment Formula; and

(b)	395.565 Premier Shares in respect of each DK Share other than an Elected Share that is a DK Preferred Share,

"Premier Exhibition Assets" means all of the displays, signs, objects ( including without limitation the artifacts forming part of the Titanic Assets), models, renderings, representations, drawings, specimens, audio-visual media and the like used by Premier in exhibitions that comprise the Premier Business.

"Premier Financial Statements" means the audited consolidated annual financial statements of Premier as at February 28, 2014, consisting of the consolidated balance sheets as at February 28, 2014 and the accompanying consolidated statement of operations and deficit and consolidated statement of comprehensive income cashflows for the 12-month period ended February 28, 2014, consolidated statement of shareholders equity and comprehensive income for the 12 month period ended February 28, 2014, including the notes thereto and the auditor's report thereon, all of which are expressed in United States currency.

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"Premier Intellectual Property" has the meaning ascribed thereto in Section 3.2.39(a).

"Premier Interim Financial Statements" the unaudited consolidated financial statements of Premier as at the end of each quarter after February 28, 2014, for which statements have been filed with SEC consisting of the consolidated balance sheets as at such quarter end and the accompanying consolidated statement of operations and deficit and statement of comprehensive income cashflows for the three-month period ended on the last date of such quarter, and consolidated statement of shareholders equity and comprehensive income for the three-month period ended on the last day of such quarter and for the period from February 29, 2014 to the end of such quarter, all of which are expressed in United States currency.

"Premier Leased Property" means all the right, title and interest in and to the subject matter (whether realty or personal property) of the Premier Leases.

"Premier Leases" means the real or personal property leases or subleases, or other rights of occupancy relating to real property, which Premier or a Premier Subsidiary is a party to or bound by or subject to, as described in Section 3.2.28 of the Premier Disclosure Letter.

"Premier Licences" has the meaning ascribed thereto in Section 3.2.34.

"Premier Material Agreements" means the agreements, indentures, contracts, leases, licences, options, instruments and other commitments set out in Section 3.2.30 of the Premier Disclosure Letter.

"Premier Merger Shares" mean the two separate classes of shares to be created by Premier and to be issued by Premier to the DK Securityholders having the rights and restrictions set out in Appendix 7.

"Premier Merger Share Subscription Price" means the amount payable to Premier for the issuance of a single Premier Merger Share, issued in its own class, being $100 USD.

"Premier Registered Intellectual Property" means all Registered Intellectual Property owned by Premier or and Premier Subsidiary.

"Premier Shareholders" means the holders of the Premier Shares.

"Premier Shareholders' Resolution" means resolutions adopted by the Premier Shareholders (i) approving and authorizing an amendment to Premier's articles of incorporation to create the Premier Merger Shares to be issued in connection with the Merger, and (ii) approving the issuance of the Premier Shares under the Merger, upon the exchange of the Exchangeable Shares, on the conversion of the Amended and Restated Pentwater Note, and pursuant to the Success Payment Agreement.

"Premier Shares" means the shares of common stock, having a par value of $0.0001 each, in the capital of Premier.

"Premier Special Meeting" means the special meeting of the Premier Shareholders where the Premier Shareholders approval will be sought for the Premier Shareholders' Resolution.

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"Premier Subsidiary" means each of RMSTI, R.M.S. Titanic (UK) Ltd. (United Kingdom), Exhibitions International, LLC (Nevada), Premier Merchandising, LLC (Delaware), Premier Exhibitions International, LLC (Delaware), Premier Exhibition Management LLC (Florida), Premier Exhibitions NYC, Inc. (Nevada), Arts and Exhibitions International, LLC (Florida), Premier (United Kingdom) Ltd. (United Kingdom), PRXI International Holdings C.V. (Netherlands), and Exchangeco.

"Principal Shareholders" means Sellers Capital Master Fund, Ltd., Mark Sellers, each Person that holds 5% or more of the Premier Shares, and each of the directors and senior officers of Premier who holds, directly or indirectly, Premier Shares in Premier.

"Principal Shareholder Voting Agreements" means the agreements between DK and each of the Principal Shareholders (excluding only those Principal Shareholders other than Sellers Capital Master Fund and Mark Sellers, for which no agreements were available after reasonable efforts by Premier to obtain them), each dated as of the date hereof, substantially in the form and content of Exhibit C hereto, with such changes thereto as the Parties thereto, acting reasonably, may approve whereby the Principal Shareholders agree to vote their Premier Shares in favor of the Premier Shareholders' Resolution.

"Proxy Statement" means the proxy solicitation statement and notice and proxy of Premier in respect of the Premier Special Meeting including all schedules, appendices and exhibits thereto to be sent to the Premier Shareholders in connection with the Premier Special Meeting and all amendments and supplements thereto.

"PUC" means paid-up capital for the purposes of the ITA.

"Qualified Employee Benefit Plan" has the meaning ascribed thereto in Section 3.2.25(j)(ii).

"Redemption Call Right" has the meaning ascribed thereto in Section 2.10.

"Redemption Call Purchase Price" has the meaning ascribed thereto in Section 2.10.

"Redemption Call Notice" has the meaning ascribed thereto in Section 2.10.

"Registered Intellectual Property" means all Canadian, United States and other foreign:

(a) registered trade-marks and servicemarks;

(b) registered copyrights;

(d) conditionally issued, issued, registered or granted patent; and

(e) domain names.

"Registration Rights Agreement" has the meaning ascribed thereto in Section 2.5.2.

"Registration Rights Shareholders' Agent" means Bao or such other Person as the parties thereto may approve, in his capacity as shareholders' agent under the Registration Rights

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Agreement and includes any successor shareholders' agent appointed under the Registration Rights Agreement.

"Representatives" means the respective directors, officers, employees, advisors of the Parties.

"Retention Agreement" means an agreement with each of the Key Employees of Premier or any of its Subsidiaries as identified by DK in writing to Premier and which shall be substantially in the form attached as Exhibit F.

"Retraction Call Right" has the meaning ascribed thereto in Section 2.9.

"Retraction Call Purchase Price" has the meaning ascribed thereto in Section 2.9.

"Retraction Call Notice" has the meaning ascribed thereto in Section 2.9.

"RMSTI" means RMS Titanic, Inc., a Florida corporation with corporate document number M28105 a wholly owned Subsidiary of Premier and the holder of the Titanic Assets.

"SEC" means the United States Securities and Exchange Commission.

"SEC Documents" means, with respect to any Person, each report, schedule, form, statement, certification or other document filed or furnished with the SEC by such Person (including all exhibits, schedules, amendments, and supplements thereto and all information incorporated by reference) pursuant to Section 13(a) or 15(d) of the Exchange Act and all final and effective registration statements and prospectuses filed by such Person with the SEC pursuant to the Securities Act.

"Second Loan" means a loan provided by the DK Investor Group members to Premier in the amount not to exceed $5.5 million pursuant to the terms of the Amended and Restated Pentwater Note as described in Appendix 5.

"Securities Act" means the United States Securities Act of 1933, as amended.

"Share Provisions" means the special rights and restrictions to be attached to the Exchangeable Shares, which shall be substantially in the form and content of Appendix 6, with such changes thereto as the Parties, acting reasonably, may approve.

"Software" means all computer software including, without limitation, application software, systems software, software design tools, interfaces, object libraries, and microcode in object code or source code forms and firmware, embedded in or used to develop products, and any related documentation including, without limitation, technical documentation, system designs and specifications, flow charts, record and file layouts, memoranda, correspondence and other such documentation containing or relating to the design, structure or coding or testing of, or algorithms or routines used in, or errors discovered in or corrected in such software, user guides and manuals related thereto and any other documentations or material (in whatever form, whether human or machine readable, and in whatever media) relating to such software.

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vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture, trust or other entity over which it exercises direction or control or which is in a like relation to a subsidiary.

"Success Payment Agreement" means the agreement among Premier and the DK Securityholders substantially in the form attached as Exhibit G.

"Superior Proposal" means any unsolicited bona fide Acquisition Proposal (with the percentage set out in the definition of such term changed from 20% to 50%) received by Premier or a Premier Subsidiary from a third party in writing after the date hereof and that is not subject to any financing condition, other than a committed financing, and that in the good faith determination of the board of directors of Premier, after consultation with financial advisors and outside legal counsel:

(a)	is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the Person making such proposal; and

(b)	would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable, from a financial point of view, to the Premier Shareholders than the transaction contemplated by this Agreement.

"Support Agreement" means an agreement to be made among Premier and Exchangeco, in the draft form attached hereto as Exhibit B, together with such changes thereto as the Parties, acting reasonably, may approve.

"Tax" and "Taxes" means, with respect to any entity, all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions or premiums and any other governmental pension plan contributions or premiums, excise taxes, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with all interest, penalties, fines or additional amounts imposed by any taxing Governmental Entity on such entity, and all interest, penalties, fines, additional taxes and additions to tax imposed with respect to the foregoing.

"Tax Returns" means all returns, declarations, reports, information returns and statements required to be filed with any taxing authority relating to Taxes.

"Third Party Expenses" means all legal, accounting, financial advisory, investment banking, consulting and all other fees and expenses of third parties incurred by a Party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

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"Third Party Software" means any software (including Software) that is not owned by the Party but is licenced to the Party by another Person.

"Titanic Assets" means (i) the Titanic Collections, as defined in the Titanic Covenants and Conditions, (ii) the related support documentation, (iii) all Intellectual Property owned by RMSTI, and (iv) the Titanic Reserve Account.

"Titanic Collections" means the total assemblage of the French TITANIC Artifact Collection and the Subject TITANIC Artifact Collection as described in the 2011 Opinion.

"Titanic Covenants and Conditions" means the Revised Covenants and Conditions for the Future Disposition of Objects recovered from the RMS Titanic by RMS Titanic, Inc. pursuant to an in specie salvage award granted by the United States District Court for the Eastern District of Virginia, dated as of August 15, 2011.

"Titanic Documents" means (i)the 2010 Opinion; (ii) the 2011 Opinion; (iii) the Titanic Covenants and Conditions; and (iv) the Process Verbal, issued on October 12, 1993 by the Maritime Affairs Administrator for the Ministry of Equipment Transportation and Tourism, French Republic to the Titanic Ventures Limited Partnership, together with the letter of intent of Titanic Ventures Limited Partnership dated September 22, 1993.

"Titanic Reserve Account" means that certain trust reserve account establish by RMSTI pursuant to Article V, Section D of the Titanic Covenants and Conditions.

"Transaction Securities" has the meaning ascribed thereto in Section 3.2.10(a).

"Tribunal" means:

(a)	any court (including a court of equity);

(b)	any federal, provincial, state, county, municipal or other government or governmental department, ministry, commission, board, bureau, agency or instrumentality or an agency or instrumentality of such governmental department, ministry, commission, board or bureau;

(c)	any securities commission, stock exchange or other regulatory or self-regulatory body;

(d)	any board of trade, chamber of commerce or other business or professional organization or association;

(e)	any arbitrator or arbitration tribunal; and

(f)	any other tribunal.

"VWAP" means volume weighted average trading price.

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1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references in this Agreement to a "Section" followed by a number and/or a letter refer to the specified section of this Agreement, and all references in this Agreement to an Appendix or Exhibit followed by a letter refer to the specified Appendix or Exhibit to this Agreement. Unless otherwise indicated, the terms "this Agreement", "hereof", "herein", "hereunder" and "hereby" and similar expressions refer to this Agreement (including the Appendices and Exhibits hereto), as amended or supplemented from time to time pursuant to the applicable provisions hereof, and not to any particular section or other portion hereof.

1.3 Currency

Unless otherwise indicated, all sums of money referred to in this Agreement are expressed in lawful money of the United States of America.

1.4 Number, etc.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

1.5 Date For Any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Entire Agreement

This Agreement and the agreements and other documents referred to herein constitute the entire agreement between the Parties with respect to the Merger, the DK Investor Group Financing, the Success Payment Agreement and other transactions contemplated hereby and supersede all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto, other than the Confidentiality Agreement.

1.7 Accounting Matters

1.7.1 Unless otherwise indicated, all accounting terms used in this Agreement in respect of DK or any DKSub shall have the meanings attributable thereto under Canadian generally accepted accounting principles and all determinations of an accounting nature in respect of DK required to be made shall be made in a manner consistent with Canadian generally accepted accounting principles and past practice.

1.7.2 Unless otherwise indicated, all accounting terms used in this Agreement in respect of Premier shall have the meanings attributable thereto under United States generally accepted accounting principles and all determinations of an accounting nature in respect of Premier required to be made shall be made in a manner consistent with United States generally accepted accounting principles and past practice.

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1.8 Construction

In this Agreement, unless otherwise indicated:

(a)

the words "include", "including" or "in particular", when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(b)	a reference to a statute means that statute, as amended and in effect as of the date of this Agreement, and includes each and every regulation and rule made thereunder and in effect as of the date hereof;

(c)	a reference to an "approval", "authorization", "consent", "designation", "notice" or "agreement" means an approval, authorization, consent, designation, notice or agreement, as the case may be, in writing, signed by an authorized Representative of the Party or parties thereto;

(d)

the phrase "ordinary course of business", or any variation thereof, of any Person refers to the business of such Person, carried on in the regular and ordinary course including commercially reasonable and businesslike actions that are in the regular and ordinary course of business for such Person consistent with the past practices of such Person;

(e)	where a word, term or phrase is defined, its derivatives or other grammatical forms have a corresponding meaning; and

(f)	time is of the essence.

1.9 Knowledge

In this Agreement, the phrase "to the knowledge of" any Person, "to the best knowledge of" any Person, "known to" any Person, "of which it is aware" or any similar phrase means, unless otherwise indicated, (i) with respect to any Person who is an individual, the actual knowledge of such Person after reasonable enquiry; (ii) with respect to DK, in their capacity as officers or directors of DK and not in their personal capacity, the actual knowledge of Bao and Fiona He after reasonable enquiry; and (iii) with respect to Premier and Exchangeco, in their capacity as directors or officers of Premier and Exchangeco and not in their personal capacity, the actual knowledge of Sam Weiser, Michael Little, Larkin Fowler and John Norman after reasonable enquiry.

1.10 Appendices and Exhibits

The following Appendices and Exhibits are annexed to this Agreement and are hereby incorporated by reference into this Agreement and form an integral part hereof:

Appendix 1 -		Intentionally Left Blank
Appendix 2 -		Applicable Regulatory Approvals

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Appendix 3 -		Intentionally Left Blank
Appendix 4 -		Premier Business Plan
Appendix 5 -		DK Investor Group Financing Term Sheet
Appendix 6 -		Share Provisions
Appendix 7 -		Merger Shares Rights and Restrictions
Exhibit A	-	Intentionally Left Blank
Exhibit B	-	Support Agreement
Exhibit C	-	Principal Shareholder Voting Agreement
Exhibit D	-	Corporate Governance Agreement
Exhibit E	-	Registration Rights Agreement
Exhibit F	-	Retention Agreement
Exhibit G	-	Success Payment Agreement

The Parties hereto agree that each of Appendix 6, Exhibit B, Exhibit F, and Exhibit G, may be amended from the form attached hereto at any time before the Effective Time with consent of the Parties.

2.0 THE MERGER

2.1 Implementation Steps by DK

DK covenants in favour of Premier and Exchangeco that DK shall, subject to the satisfaction or waiver of the conditions set out in Section 5.0 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all such actions as may be necessary to effect the Merger in accordance with this Agreement.

2.2 Implementation Steps by the DK Securityholders

Each of the DK Securityholders covenants in favour of Premier and Exchangeco that, at the Effective Time and provided this Agreement has not been terminated, they will execute and deliver to Premier a notice setting out their election to transfer a specified number of their DK Shares (each, an "Elected Share") to Exchangeco (or as directed by Exchangeco) in exchange for Exchangeable Shares with the balance of their DK Shares being transferred to Exchangeco in exchange for Premier Shares and they will deliver to Exchangeco the original certificates representing all of the DK Shares duly endorsed for transfer to Exchangeco (or as directed by Exchangeco) and each of them will deliver to Premier, in cash or cheque, the Premier Merger Share Subscription Price.

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2.3 Implementation Steps by Premier and Exchangeco

(a)

Premier covenants in favour of DK that, it shall without delay and using all reasonably commercial efforts convene and hold the Premier Special Meeting as promptly as practicable after execution of this Agreement, but in any event not later than August 20, 2015 for the purpose of seeking approval by the Premier Shareholders of the Premier Shareholders' Resolution;

(b)

Subject to the satisfaction or waiver of the conditions set out in Section 5.0 in favour of Premier and provided that this Agreement has not been terminated, and subject to Section 2.4, Premier covenants in favour of DK and the DK Securityholders that:

(i)

at the Effective Time, to the extent not already implemented, Premier shall ensure its articles and by-laws are amended to, if necessary, provide for the creation, allotment or issuance of the Premier Merger Shares;

(ii)

at the Effective Time, in exchange for the Elected Shares, Premier will cause Exchangeco to issue and deliver to each DK Securityholder that number of Exchangeable Shares equal to the Exchangeco Exchange Ratio in respect of the DK Common Shares or the DK Preferred Shares, as the case may be, multiplied by the relevant number of Elected Shares transferred to Exchangeco by such DK Securityholder, and will cause such issuance to be reflected in the central securities register of each of DK and Exchangeco;

(iii)

at the Effective Time, in exchange for all DK Shares which are not Elected Shares, Premier will issue and cause Exchangeco to deliver each DK Securityholder that number of Premier Shares equal to the Premier Exchange Ratio in respect of the DK Common Shares or the DK Preferred Shares, as the case may be, multiplied by the relevant number of DK Shares other than Elected Shares transferred to Exchangeco by such DK Securityholder, and such transfer and issuance will be reflected in the central securities register (or such similar register as may be maintained by Premier) of DK and Premier;

(iv)

at the Effective Time, Premier will subscribe for common shares in the authorized share structure of Exchangeco at an aggregate subscription price equal to the value of the Premier Shares described in Section 2.3(b)(iii), which subscription price will be paid in full by Premier issuing and delivering such Premier Shares to Exchangeco, and Premier will cause Exchangeco to issue such common shares of Exchangeco to Premier at the Effective Time in full payment and consideration therefor;

(v)

at the Effective Time, Premier will execute and deliver the Ancillary Agreements to which it is a party;

(vi)

at the Effective Time, Premier will cause Exchangeco to execute and deliver the Support Agreement;

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(vii)

at the Effective Time, Premier will issue one Premier Merger Share to each of the DK Securityholders (with each such share issued in a separate class from the other) in consideration of the receipt by Premier from each of the DK Securityholders of full payment of the Premier Merger Share Subscription Price; and

(viii)

on or after the Effective Time, Premier will deliver such securities, funds or other property as it may be required to deliver to Exchangeco from time to time pursuant to the Support Agreement (as the case may be).

2.4 Proxy Statement and Premier Special Meeting

2.4.1 As soon as reasonably practicable, Premier will immediately upon execution of this Agreement prepare the Proxy Statement, together with any and all other documents required by the Securities Act or other applicable Laws in connection with the Merger. Premier shall diligently pursue clearance of the Proxy Statement with the SEC and obtain any other Applicable Regulatory Approvals to the mailing of the Proxy Statement to the Premier Shareholders. Premier shall provide to DK copies of all correspondence with and from the SEC or any other Person from which approval or consent is required in connection with the holding of the Premier Special Meeting and the use of the Proxy Statement in connection with the holding of the Premier Special Meeting and shall provide to DK draft responses to correspondence received by Premier in connection with the review of the Proxy Statement by the SEC or in connection with any other Applicable Regulatory Approvals. Premier shall consider any comments provided by DK in connection to such draft response. As promptly as practicable after the completion of the Proxy Statement, Premier shall cause the Proxy Statement and all other documentation required in connection with the Premier Special Meeting to be sent to each Premier Shareholder and to be filed as required by applicable Laws.

2.4.2 DK shall provide to Premier all information in its possession or under its control regarding DK, its Subsidiaries and DK Business as required by applicable Laws for inclusion in the Proxy Statement or in any amendments or supplements to such Proxy Statement. DK shall use commercially reasonable efforts to obtain any necessary consent from any of its auditors and any other advisors to the use of any financial or other expert information in its possession or under its control required to be included in the Proxy Statement. DK shall use commercially reasonable efforts to verify, where possible, that such information shall be complete and correct in all material respects and comply in all material respects with applicable Laws and that it does not include any misrepresentation, and that such information constitutes full, true and plain disclosure concerning DK and its assets. DK and its legal counsel shall be given a reasonable opportunity to review, comment on, and approve, the Proxy Statement, and each and every other document to be filed with the SEC in connection with the Premier Special Meeting and the proposed Merger. Premier and its counsel shall give reasonable consideration to any comments made by DK and its legal counsel; provided, however, that all information relating solely to Premier, included in the Proxy Statement shall be in form and content satisfactory to Premier, acting reasonably. Premier shall prepare the Proxy Statement, together with any and all other documents required by the Securities Act or other applicable Laws in connection with the Merger. Premier shall file its preliminary Proxy Statement as soon as reasonably practical after the date hereof and shall use its reasonable best efforts to file the definitive Proxy Statements as soon as reasonably practical after the date hereof.

2.4.3 Premier shall diligently pursue (i) clearance of the Proxy Statement with the SEC and (ii) obtaining any other Applicable Regulatory Approvals to the mailing of the Proxy Statement to the Premier Shareholders. Premier shall provide copies of all correspondence with and from the SEC or

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any other Person from which approval or consent is required in connection with the holding of the Premier Special Meeting and the use of the Proxy Statement in connection with the holding of the Premier Special Meeting to DK and shall provide to DK draft responses to correspondence received by Premier in connection with the review of the Proxy Statement by the SEC or in connection with any other Applicable Regulatory Approvals. Premier shall give reasonable consideration to any comments provided by DK or its counsel in connection to such draft response.

2.4.4 As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, Premier shall (i) take all action necessary to duly call, give notice of, establish a record date for, convene and hold the Premier Special Meeting and take all commercially reasonable action to solicit proxies approving the adoption of this Agreement and to otherwise obtain the approval of the Premier Shareholders' Resolution by the Premier Shareholders. Premier shall, upon the reasonable request of DK, advise DK at least on a daily basis on each of the last seven Business Days prior to the date of the Premier Special Meeting as to the aggregate tally of proxies received by Premier with respect to the approval of the Premier Shareholders' Resolution. Premier shall not adjourn, postpone or delay the Premier Special Meeting without the prior written consent of DK, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed Premier is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Premier Shareholders prior to the Premier Special Meeting. Notwithstanding the foregoing, after the Premier Special Meeting has been convened, Premier shall, upon the request of DK, and Premier may, if DK does not make such request, adjourn the Premier Special Meeting on one or more occasions to the extent necessary (i) to solicit additional proxies in favor of adoption of Premier Shareholders' Resolution, for such time period as determined by DK (or, if DK does not make such request, as determined by Premier); provided, however, that in the case of clause (i) (A) such adjournment shall not exceed 15 calendar days for each such adjournment; (B) the Premier Special Meeting shall not be adjourned by more than 45 calendar days in the aggregate from the originally scheduled date of the Premier Special Meeting; and (C) no such adjournment shall be permitted if Premier shall have received by the Premier Special Meeting an aggregate number of proxies voting for the adoption of the Premier Shareholders' Resolution, which have not been withdrawn, such that the Premier Shareholders' Resolution would be approved if a vote were taken at the Premier Special Meeting. Once Premier has established the record date for the Premier Special Meeting, Premier shall not change such record date or establish a different record date without the prior written consent of DK, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Premier Special Meeting permitted by this Section.

2.4.5 Premier shall cause the definitive Proxy Statement to be mailed promptly, as soon as reasonably practical, after the date the SEC staff advises that it has no further comments thereon, or if the SEC staff does not comment on the preliminary Proxy Statement within the expired time for comments to be deliver, as soon as reasonably practical after the comment expiry period.

2.5 Securities Compliance

2.5.1 If BC Instrument 72-502 of the British Columbia Securities Commission is no longer existing in its current form, Premier shall use all reasonable commercial efforts to obtain all orders required from the securities regulatory authorities of the Province of British Columbia, on terms and conditions acceptable to DK and Premier, to permit the first resale through the facilities of a stock exchange or market in the United States or through the NCM (provided that such first resale is made in accordance with the rules of the stock exchange or market upon which the trade is made or the rules of the NCM in

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accordance with all Laws applicable to that stock exchange or market or applicable to the NCM) of the Premier Shares to be issued upon the Merger and on the exchange of Exchangeable Shares in connection with the retraction rights attached to the Exchangeable Shares, the redemption of such Exchangeable Shares by Exchangeco, the exercise by Premier of its Redemption Call Right, Retraction Call Right or Liquidation Call Right or the automatic exchange rights contemplated in Section 2.11 from time to time, and conversion of the Amended and Restated Pentwater Note and under the Success Payment Agreement, in each case without qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with, or the obtaining of any order, ruling or consent from, any Canadian Governmental Entity or regulatory authority under any Canadian federal, provincial or territorial securities or other Canadian Laws or pursuant to the rules and regulations of any regulatory authority administering such Laws, or the fulfilment of any other legal requirement in any such jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of, among other things, a holder being a "control person" for the purposes of Canadian federal, provincial or territorial securities Laws).

2.5.2 On the Effective Date, Premier, DK Securityholders and the Registration Rights Shareholders' Agent will enter into a registration rights agreement (the "Registration Rights Agreement"), substantially in the form attached as Exhibit E hereto.

2.6 Preparation of Filings

2.6.1 Premier, DK, Bao and Brenner shall cooperate in:

(a)

the preparation of such applications for such required registration statements and such other documents reasonably deemed by Premier or DK to be necessary to discharge, in the manner contemplated by Section 2.5, their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Merger and the other transactions contemplated hereby;

(b)

the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws"), in connection with the issuance of the Exchangeable Shares under the Merger and exchange of the Premier Shares in connection with the retraction and redemption rights attached to the Exchangeable Shares, to the extent the same is contemplated by Section 2.5; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Premier nor DK shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except (i) as set out in Section 2.5.22.4.2; and (ii) as to matters and transactions arising solely from the offer and sale of the Premier Shares; and

(c)

the taking of all such action as may be required under applicable Law in connection with the transactions contemplated by this Agreement.

2.6.2 Each of Premier and DK shall, on a timely basis, furnish to the other all such information concerning it and its shareholders (and, in the case of DK, Premier and Exchangeco) as may be required (and, in the case of its shareholders) available to it to complete the Proxy Statement and effect the actions described in Section 2.5 and the foregoing provisions of this Section 2.6, and each

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covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Merger and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.

2.6.3 Each of Premier and DK shall promptly notify the other if at any time before or after the Effective Time it becomes aware that the Proxy Statement or an application for a registration statement described in the Registration Rights Agreement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Proxy Statement or such application or registration statement. In any such event, Premier and DK shall cooperate in the preparation of a supplement or amendment to the Proxy Statement or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to the Premier Shareholders and/or filed with the relevant securities regulatory authorities.

2.6.4 Each of DK (solely with respect to disclosure provided by and for inclusion in the Proxy Statement) and Premier shall ensure that the Proxy Statement complies with all applicable Laws and Premier shall ensure that the issuance of the Exchangeable Shares and the Premier Shares comply with the requirements of the exemption provided under Rule 506 of Regulation D promulgated under the Securities Act. The Proxy Statement shall include all disclosure or legends as legal counsel to Premier advises are required to ensure that the sale and issuance of Premier Shares issuable upon exchange of the Exchangeable Shares is exempt from the registration requirements of the Securities Act. Without limiting the generality of the foregoing, each of DK and Premier shall ensure that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than, in the case of DK, with respect to any information relating to and provided by Premier or Exchangeco and, in the case of Premier, with respect to information relating to and provided by DK) and Premier shall ensure that the Proxy Statement provides Premier Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Premier Special Meeting.

2.6.5 Premier shall ensure that the Form S-3 or Form S-4 filed with the SEC pursuant to this Agreement or the Registration Rights Agreement complies with all applicable Laws and, without limiting the generality of the foregoing, that such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by DK, DK Securityholders or any third party that is not an affiliate of Premier for inclusion therein), and DK shall provide to Premier, for inclusion in the Form S-3 or Form S-4, all information regarding DK and the DK Securityholders which is necessary for the completion and filing thereof.

2.7 NCM Listing

As promptly as practicable after the execution of this Agreement, Premier shall apply to obtain a conditional listing on the NCM for the Premier Shares to be delivered under the Merger, on the exchange of Exchangeable Shares as a result of the retraction rights attached to the Exchangeable Shares, the

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redemption of such Exchangeable Shares by Exchangeco or the exercise by Premier of its Redemption Call Right, Retraction Call Right or Liquidation Call Right or the automatic exchange rights contemplated in Section 2.11, from time to time, and conversion of the Amended and Restated Pentwater Note and under the Success Payment Agreement.

2.8 Certain Rights of Premier to Acquire Exchangeable Shares

Premier shall be entitled, and each DK Securityholder who receives Exchangeable Shares pursuant to this Agreement shall be subject, to the Liquidation Call Right, Retraction Call Right and the Redemption Call Right.

Capitalized terms used in Sections 2.8, 2.9, 2.10, and 2.11 and not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Share Provisions.

2.8.1 Premier Liquidation Call Right

(a)

Premier shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco pursuant to Article 28.4 of the Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than Premier and its Subsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Premier of an amount per share (the "Liquidation Call Purchase Price") equal to the sum of (a) the Current Market Price of a Premier Share on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one Premier Share, plus (b) the Dividend Amount, if any. In the event of the exercise of the Liquidation Call Right by Premier, each holder of Exchangeable Shares (other than Premier and its Subsidiaries) shall be obligated to sell all the Exchangeable Shares held by such holder to Premier on the Liquidation Date on payment by Premier to the holder of the Liquidation Call Purchase Price for each such share.

(b)

In order to exercise its Liquidation Call Right, Premier must notify Exchangeco by written notice (a "Liquidation Call Notice") within five Business Days of notification to Premier by Exchangeco of the Liquidation Date. Upon the proposed liquidation, dissolution or winding-up of Exchangeco pursuant to Article 28.4 of the Share Provisions, Exchangeco shall immediately notify Premier thereof. If Premier so notifies Exchangeco within such five Business Day period, Exchangeco shall notify the holders of Exchangeable Shares as soon as possible thereafter as to the exercise of the Liquidation Call Right. If Premier delivers a Liquidation Call Notice within such five Business Day period, Premier shall purchase from such holders, and such holders shall sell to Premier on the Liquidation Date the Exchangeable Shares for the Liquidation Call Purchase Price.

(c)

For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, Premier shall deposit with the Transfer Agent, on or before the Liquidation Date, certificates representing the total number of Premier Shares deliverable by Premier (which shares shall be duly issued as

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fully paid and non-assessable and shall be free and clear of any Encumbrance) in payment of the total Liquidation Call Purchase Price and a cheque in the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price and any interest allowed on such deposit shall belong to Premier. Provided that the total Liquidation Call Purchase Price has been so deposited with the Transfer Agent, on and after the Liquidation Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate part of the total Liquidation Call Purchase Price payable by Premier, upon presentation and surrender by the holder of Exchangeable Shares of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and such holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the Premier Shares delivered to such holder. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and Exchangeco may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Premier shall deliver to such holder, a certificate representing the Premier Shares to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the holder's proportionate part of the total Liquidation Call Purchase Price, and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Liquidation Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation. If Premier does not exercise its Liquidation Call Right in the manner described above, on the Liquidation Date the holders of Exchangeable Shares shall be entitled to receive in exchange therefor the liquidation price otherwise payable by Exchangeco in connection with the liquidation, dissolution or winding up of Exchangeco pursuant to Article 28.4 of the Share Provisions.

2.9 Premier Retraction Call Right

2.9.1 In the event that a holder of Exchangeable Shares (other than Premier or its Subsidiaries) delivers a Retraction Request pursuant to Article 28.5 of the Share Provisions and subject to the limitations set forth in Article 28.5 of the Share Provisions, Premier shall have the overriding right (a "Retraction Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 28.5 of the Share Provisions, to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by Premier of an amount per share equal to the Retraction Call Purchase Price (as defined below). In the event of the exercise of a Retraction Call Right, a holder of Exchangeable Shares (other than Premier or its Subsidiaries) who has delivered a Retraction Request shall be obligated to sell all the Retracted Shares to Premier on the Retraction Date on payment by Premier of an amount per share equal to (a) the Current Market Price of a Premier Share on the last Business Day prior to the Retraction Date, which shall be satisfied in full by Premier causing to be delivered to such holder one Premier Share for each Exchangeable Share presented and surrendered by the holder, plus (b) the Dividend Amount, if any (collectively, the "Retraction Call Purchase Price").

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2.9.2 Upon receipt by Exchangeco of a Retraction Request, Exchangeco shall immediately notify Premier thereof. In order to exercise its Retraction Call Right, Premier must notify Exchangeco (a "Call Notice") within five Business Days of notification to Premier by Exchangeco of the receipt by Exchangeco of the Retraction Request. If Premier so notifies Exchangeco within such five Business Day period, Exchangeco shall notify the holder as soon as possible thereafter as to the exercise of a Retraction Call Right. If Premier delivers a Call Notice within such five Business Day period, the obligation of Exchangeco to redeem the Retracted Shares shall terminate and, provided that the Retraction Requested is not revoked by the holder in the manner specified in Article 28.5 of the Share Provisions, Premier shall purchase from such holder, and such holder shall sell to Premier on the Retraction Date the Retracted Shares for the Retraction Call Purchase Price. For the purposes of completing a purchase pursuant to a Retraction Call Right, Premier shall deposit with the Transfer Agent, on or before the Retraction Date, certificates representing the number of Premier Shares to which such holder is entitled and a cheque in the amount of the remaining portion, if any, of the aggregate Retraction Call Purchase Price to which such holder is entitled. Provided that the aggregate Retraction Call Purchase Price has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by Exchangeco of such Retracted Shares shall take place on the Retraction Date. In the event that Premier does not deliver a Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Article 28.5 of the Share Provisions, Exchangeco shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 28.5 of the Share Provisions.

2.9.3 For the purpose of completing a purchase of Exchangeable Shares pursuant to the exercise of a Retraction Call Right, Premier shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of Exchangeco for the Exchangeable Shares or at the address specified in the holder's Retraction Request or by holding for pick up by the holder at the registered office of Exchangeco or at any office of the Transfer Agent as may be specified by Exchangeco by notice to the holders of Exchangeable Shares, a certificate representing the number of Premier Shares to which such holder is entitled (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) registered in the name of the holder or in such other name as the holder may request in payment of the Retraction Call Purchase Price and a cheque of Premier payable in Canadian dollars at any branch of the bankers of Exchangeco in Canada in payment of the remaining portion, if any, of such aggregate Retraction Call Purchase Price and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation.

2.9.4 On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive its proportionate part of the total Retraction Call Purchase Price unless such presentation and surrender of certificates in accordance with the foregoing provisions has been made, payment of the aggregate Retraction Call Purchase Price payable to such holder shall not be made, in which case the rights of such holder shall remain unaffected until such aggregate Retraction Call Purchase Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of such aggregate Retraction Call Purchase Price has been made in accordance with the foregoing provisions, the holder of the

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Retracted Shares so purchased by Premier shall thereafter be considered and deemed for all purposes to be a holder of the Premier Shares delivered to such holder.

2.10 Premier Redemption Call Right

2.10.1 Premier shall have the overriding right (a "Redemption Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 28.6 of the Share Provisions, to purchase from the holders of Exchangeable Shares (other than Premier and its Subsidiaries) on the last Business Day prior to the Redemption Date in respect of which the Redemption Call Right is exercised all but not less than all of the Exchangeable Shares that Exchangeco proposes to redeem pursuant to Article 28.6 of the Share Provisions, on payment by Premier of an amount per share equal to (a) the Current Market Price of a Premier Share on the last Business Day prior to such Redemption Date, which shall be satisfied in full by causing to be delivered to such holder one Premier Share plus (b) the Dividend Amount, if any (collectively, the "Redemption Call Purchase Price"). In the event of the exercise of a Redemption Call Right, each holder of Exchangeable Shares (other than Premier and its Subsidiaries) shall be obligated to sell all the Exchangeable Shares held by such holder to Premier on the last Business Day prior to such Redemption Date on payment by Premier to such holder of the Redemption Call Purchase Price for each such share.

2.10.2 In order to exercise its Redemption Call Right, Premier must notify Exchangeco by written notice (a "Redemption Call Notice") within five Business Days of notification to Premier by Exchangeco of the Redemption Date. If Premier so notifies Exchangeco within such five Business Day period, Exchangeco shall notify the holders of Exchangeable Shares as soon as possible thereafter as to the exercise of a Redemption Call Right. If Premier delivers a Redemption Call Notice within such five Business Day period, on the Redemption Date Premier shall purchase from such holders, and such holders shall sell to Premier on the Redemption Date the Exchangeable Shares, for the Redemption Call Purchase Price.

2.10.3 For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Redemption Call Right, Premier shall deposit with Exchangeco, on or before the last Business Day prior to the Redemption Date, certificates representing the total number of Premier Shares deliverable by Premier (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) in payment of the total Redemption Call Purchase Price and a cheque in the amount of the remaining portion, if any, of the total Redemption Call Purchase Price and any interest allowed on such deposit shall belong to Premier. Provided that the total Redemption Call Purchase Price has been so deposited with Exchangeco, on and after the last Business Day prior to such Redemption Date the rights of each holder of Exchangeable Shares (other than Premier and its Subsidiaries) will be limited to receiving such holder's proportionate part of the total Redemption Call Purchase Price payable by Premier upon presentation and surrender by such holder of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and such holder shall on and after the last Business Day prior to such Redemption Date be considered and deemed for all purposes to be the holder of the Premier Shares delivered to such holder. Upon surrender to Exchangeco of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as Exchangeco may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Premier shall deliver to such holder, a certificate representing the Premier Shares to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the

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holder's proportionate part of the total Redemption Call Purchase Price, and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Redemption Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation. If Premier does not exercise the Redemption Call Right in the manner described above, on the Redemption Date a holder of Exchangeable Shares shall be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 28.6 of the Share Rights.

2.11 Automatic Exchange Right

So long as, and at all times that, Exchangeable Shares remain issued and outstanding and held other than by Premier and its Subsidiaries, Premier will give the holders of Exchangeable Shares (other than Premier and its Subsidiaries) notice of each of the following events at the time set forth below:

(a)

in the event of any determination by the board of directors of Premier to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Premier or to effect any other distribution of assets of Premier among its shareholders for the purpose of winding up its affairs (each a "Liquidation Event"), as soon as practicable and in any event at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(b)

as soon as practicable following the earlier of (A) receipt by Premier of notice of, and (B) Premier otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Premier or to effect any other distribution of assets of Premier among its shareholders for the purpose of winding up its affairs.

In order that the holders of Exchangeable Shares (other than Premier and its Subsidiaries) will be able to participate on a pro rata basis with the holders of Premier Shares in the distribution of assets of Premier in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the "Liquidation Event Effective Date") of a Liquidation Event all of the then outstanding Exchangeable Shares held by such holders shall be automatically exchanged for Premier Shares. To effect such automatic exchange, Premier shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each such Exchangeable Share then outstanding and each such holder shall sell the Exchangeable Shares held by it at such time, for a purchase price per share equal to (a) the Current Market Price of a Premier Share on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by Premier issuing to such holder one Premier Share, and (b) to the extent not paid by Exchangeco, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange.

On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the foregoing automatic exchange of Exchangeable Shares for Premier Shares shall be deemed to have occurred, and each holder of Exchangeable Shares (other than Premier and its Subsidiaries) shall be deemed to have transferred to Premier all of such holder's right, title and interest in and to such holder's Exchangeable Shares and any right of each such holder to receive declared and unpaid dividends from Exchangeco and each such holder shall cease to be a holder of such Exchangeable Shares and Premier shall issue to each such holder the Premier Shares issuable upon the automatic exchange of Exchangeable Shares for Premier Shares, which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of all liens, charges and encumbrances created or imposed by Premier, and on the applicable payment date shall deliver to such holders a cheque for the balance, if any, of the total purchase price for such Exchangeable

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Shares without interest but less any amounts withheld pursuant to Section 2.12. Concurrently with such holder ceasing to be a holder of Exchangeable Shares, such holder shall be considered and deemed for all purposes to be the holder of the Premier Shares issued pursuant to the automatic exchange of Exchangeable Shares for Premier Shares and the certificates held by such holder previously representing the Exchangeable Shares exchanged by such holder with Premier pursuant to such automatic exchange shall thereafter be deemed to represent Premier Shares issued to such holder by Premier pursuant to such automatic exchange.

2.12 Tax Witholdings

Premier, Exchangeco, and the Transfer Agent shall be entitled to deduct and withhold from any consideration deliverable or otherwise payable to any person pursuant to this Agreement such amounts as are required to be deducted or withheld (and remitted to a Governmental Entity) with respect to such payment under the ITA or any provision of any other applicable Law, provided however that if such deduction or withholding obligation may be reduced or eliminated by any applicable taxation treaty, convention or applicable law, Premier, Exchangeco or the Transfer Agent (as the case may be), together with any relevant holder of Exchangeable Shares shall take reasonable and permitted steps to obtain such reduction or elimination of that obligation. To the extent that such consideration is so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such person as the remainder of the payment in respect of which such deduction and withholding were made. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a person exceeds the cash portion of the consideration otherwise payable to such person, Premier, Exchangeco, and the Transfer Agent are hereby authorized to sell or otherwise dispose, on behalf of such person thereof, of such portion of the consideration as is necessary to provide sufficient funds to Premier, Exchangeco or the Transfer Agent, as the case may be, to enable it to comply with such deduction or withholding requirement, and Premier, Exchangeco or the Transfer Agent shall notify such person thereof and remit any unapplied balance of the net proceeds of such sale.

2.13 Transfers Free and Clear

All transfers of securities pursuant to this Agreement shall be free and clear of all Encumbrances.

2.14 No Fractional Shares

No fractional shares (or certificates representing same) shall be issued pursuant to this Agreement and all fractional shares otherwise issuable shall be rounded down to the nearest number of whole shares and no compensation shall be payable in respect of such fractional shares.

3.0 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of DK

DK represents and warrants as of the date hereof to and in favour of Premier and Exchangeco as follows and acknowledges that each of Premier and Exchangeco is relying on such representations and warranties in connection with the matters contemplated by this Agreement and the Merger and transactions contemplated herein:

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3.1.1 Incorporation and Organization of DK

DK is a company duly incorporated under the Business Corporations Act (British Columbia), SBC 2002, c. 57, is validly subsisting, has full corporate and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and to conduct the DK Business as currently conducted and is in good standing with the Office of the Registrar of Companies for the Province of British Columbia with respect to the filing of annual reports. Each of DK and each DKSub is duly qualified or licenced to do business and is in good standing as a foreign corporation or organization authorized to do business in all jurisdictions in which the character of the properties owned, leased or operated or the nature of the business conducted by it would make such qualification or licencing necessary. No proceedings have been instituted or are pending for the dissolution or liquidation of DK or a DKSub. True and complete copies of the certificate of incorporation dated November 10, 2006, Notice of Articles dated January 2, 2014, Notice of Alteration dated July 9, 2010 and the Articles of DK as of July 9, 2010 have been provided to Premier. No Notice of Alteration has been filed or authorized by the DK Securityholders with respect to the Articles since July 9, 2010.

3.1.2 Capitalization

(a)

The authorized share structure of DK consists of an unlimited number of DK Common Shares and DK Preferred Shares, of which, as of the date hereof, 3,800 DK Common Shares and 336 DK Preferred Shares, are issued and outstanding. No other DK Shares are authorized or reserved for issuance. All outstanding DK Shares have been duly authorized and are validly issued, and are fully paid and non-assessable, were not issued in violation of the terms of any agreement or other understanding binding upon DK at the time at which they were issued and were issued in compliance with the articles of DK and all applicable Laws. There are, and have been, no pre-emptive rights relating to the allotment, issuance or transfer of any of the issued and outstanding DK Shares.

(b)	There are no outstanding bonds, debentures or other evidences of indebtedness of DK having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the DK Shares on any matter.

(c)	There are no outstanding securities that are convertible for or exercisable into securities of DK.

3.1.3 Authority and No Violation

(a)

DK has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by DK in connection with the transactions contemplated herein, to perform its obligations hereunder to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by DK and the consummation by DK of the transactions contemplated by this Agreement and such other documents have been duly authorized by the board of directors of DK and no other corporate proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby or thereby, other than with respect to the completion of the Merger.

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(b)

This Agreement has been duly executed and delivered by DK and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity. All documents required to be executed by DK in connection with the transactions contemplated herein will be duly executed and delivered by DK on or before the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity.

(c)

The approval of this Agreement and the other documents required to be executed by DK in connection with the transactions contemplated herein, the execution and delivery by DK of this Agreement and such other documents, and the performance by DK of its obligations hereunder and thereunder and the completion of the Merger and the transactions contemplated thereby, will not, except as disclosed in Section 3.1.3(c) of the DK Disclosure Letter:

(i)

conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of:

(A)

any resolutions of its board of directors (or any committee thereof) or shareholders;

(B)

its constating documents, any unanimous shareholders agreement or any other agreement or understanding with any Person holding an ownership interest in it;

(C)

subject to obtaining the Applicable Regulatory Approvals or the transactions contemplated herein, any Laws; or

(D)

subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set out in Section 3.1.3(c) of the DK Disclosure Letter, any licence or registration or any agreement, contract or commitment, written or oral, which DK is a party to or bound by or subject to;

(ii)

give rise to any right of termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available;

(iii)

result in the imposition of any Encumbrance upon any of its assets, or restrict, hinder, impair or limit its ability to carry on the DK Business as and where it is now being carried on or as and where it may be carried on in the future; or

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(iv) result in any person becoming entitled to:

(A)	any retirement, severance, unemployment compensation, "golden parachute", bonus or other such payment;

(B)	the acceleration of the vesting or time to exercise or payment of any outstanding stock options or other DK Employee Benefit Plan;

(C)	the forgiveness or postponement of payment of any indebtedness owing to DK; or

(D)	receive any additional payments or compensation under or in respect of any DK Employee Benefit Plan.

(d)

No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained by DK or any DKSub in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by DK of the transactions contemplated hereby or thereby, other than:

(i)

any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not in the aggregate have a Material Adverse Effect on DK or any DKSub; and

(ii)

any other consents or approvals set out in Section 3.1.3(d) of the DK Disclosure Letter.

3.1.4 No Defaults

Neither of DK nor any DKSub is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement, licence, franchise or any other document to which it is a party or by which it is bound which would, if terminated due to such default, cause a Material Adverse Effect on DK.

3.1.5 Issued Shares

Section 3.1.5 of the DK Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the issued and outstanding DK Shares, including the registered and beneficial holders of all such shares. Except as disclosed in Section 3.1.5 of the DK Disclosure Letter, the certificates evidencing the DK Shares bear no restrictive legends and the articles of DK do not contain or provide for any restrictions or restrictive legends with respect to the DK Shares, and the DK Shares are not subject to any restrictions, which will not terminate as of the Effective Time.

3.1.6 Subsidiaries

(a)

Except as disclosed in Section 3.1.6 of the DK Disclosure Letter, neither DK nor any DKSub is the beneficial or registered owner of any shares or other ownership interests in any Person except for the shares in each DKSub owned by DK, and neither holds any securities or obligations of any kind convertible into or exchangeable for shares or other ownership interests in any Person. Neither DK

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nor any DKSub is a party to any agreement to acquire any shares or other ownership interests in any Person.

(b)

Each DKSub is a corporation duly incorporated under the Laws of its jurisdiction of incorporation, is validly subsisting, has full corporate and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and conduct its business as currently conducted, and is in good standing under the Laws of its jurisdiction of incorporation. Each DKSub is duly qualified or licenced to do business and is in good standing as a foreign corporation or organization authorized to do business in all jurisdictions in which the character of the properties owned, leased or operated or the nature of the business conducted by it would make such qualification or licencing necessary. No proceedings have been instituted or are pending for the dissolution or liquidation of any DKSub. True and complete copies of the constating, incorporation or organizational documents of each DKSub have been provided to Premier.

(c)

DK is the beneficial owner of all of the issued and outstanding shares of each DKSub free of any Encumbrance. No Person has any other agreement, option, commitment, arrangement, or any other right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for:

(i)	the purchase, subscription, allotment or issuance of, or conversion into, any of the issued or unissued shares or any other securities of any DKSub; or

(ii)	the purchase or other acquisition from any DKSub of any of its undertakings, business or assets.

3.1.7 Absence of Certain Changes or Events

Except as disclosed in Section 3.1.7 of the DK Disclosure Letter, since the date of the DK Financial Statements, each of DK and each DKSub have conducted its business only in the ordinary course of business and there has not occurred:

(a)	any Material Adverse Change in respect of DK or any DKSub; or

(b)	any agreement or arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set out in this Agreement materially untrue or incorrect as of the date when made.

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3.1.8 Financial Statements

The DK Financial Statements, copies of which have been provided to Premier, have been prepared in accordance with generally accepted accounting principles applicable in the United States. All financial statements of DK prior to the DK Financial Statements were prepared in accordance with generally accepted accounting principles applicable in Canada. The DK Financial Statements have been prepared in accordance with the requirements of applicable Laws, and are as at their date, correct and complete and present fairly, in all material respects:

(a)	all the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of DK and each DKSub, on a consolidated basis, as at the Financial Year End; and

(b)	the results of operations and cash flows of DK and each DKSub, on a consolidated basis, for the 12-month period ended on the Financial Year End.

3.1.9 Liabilities

Neither DK nor any DKSub has any Liability, indebtedness, obligation, expense, claim, deficiency, Guarantee or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise (whether or not required to be reflected in the DK Financial Statements) and has no knowledge of any potential Liabilities or obligations, other than:

(a)	Liabilities (including Liabilities for unpaid Taxes) disclosed on, reflected in or provided for in the DK Financial Statements;

(b)	Liabilities disclosed in Section 3.1.9(b) of the DK Disclosure Letter or provided for in the operating budget of DK for the financial year ending December 31, 2015, a copy of which has been provided to Premier;

(c)	Liabilities incurred in the ordinary course of the DK Business and attributable to the period since the date of the DK Financial Statements, none of which, individually or in the aggregate, has a Material Adverse Effect on DK on a consolidated basis; and

(d)	Liabilities incurred in connection with this Agreement or the transactions contemplated in this Agreement.

3.1.10 Debt Instruments

Except as set out and described in Section 3.1.10 of the DK Disclosure Letter, neither DK nor any DKSub is bound by or subject to:

(a)	any Debt Instrument; or

(b)	any agreement, contract or commitment to create, assume or issue any Debt Instrument,

and no Debt Instrument or Encumbrance to which DK or any DKSub is bound by or subject to is dependent upon the Guarantee of or any security provided by any other Person.

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3.1.11 Accounts Receivable

All accounts receivable of and book debts and other debts due to DK or any DKSub reflected in the DK Financial Statements or which have come into existence since the Financial Year End were created in the ordinary course of the DK Business and, except to the extent that the same have been paid in the ordinary course of the DK Business since the Financial Year End, are valid and enforceable and payable in full, without any right of set-off or counterclaim or any reduction for doubtful accounts other than as reflected in the DK Financial Statements, or other than a reasonable allowance for doubtful accounts consistent with DK's previous practice.

3.1.12 Accuracy of Books and Records

Except as disclosed in Section 3.1.12 of the DK Disclosure Letter, the books and records, accounting, financial and otherwise, of DK fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles applicable in Canada applied on a consistent basis, the financial position of DK as at the date hereof and all material financial transactions of DK have been accurately recorded in such books and records on a consistent basis and in conformity with generally accepted accounting principles applicable in Canada applied on a consistent basis. Except as disclosed in Section 3.1.12 of the DK Disclosure Letter, all records, controls, data or information owned by DK and required to operate the DK Business are in the full possession and control of DK.

3.1.13 Guarantees

Except as set out and described in Section 3.1.13 of the DK Disclosure Letter, neither DK nor any DK Sub is a party to or bound by or subject to any Guarantee of the indebtedness of any other Person.

3.1.14 Moveable Property

Except as disclosed in Section 3.1.14 of the DK Disclosure Letter, the moveable (personal) property of DK, if any:

(a)	consist solely of items of tangible moveable personal property of the kind and quality regularly used or produced in the DK Business, including the DK Exhibition Assets;

(b)	are useable in the ordinary course of the DK Business for the purpose for which they were intended; and

(c)	have been valued in the DK Financial Statements in accordance with generally accepted accounting principles applicable in Canada, on a basis consistent with that of past practice.

3.1.15 Business Carried on in Ordinary Course

The DK Business has been carried on in the ordinary course since the Financial Year End, and since the Financial Year End:

(a)

there has been no Material Adverse Change with respect to DK or any DKSub other than changes incurred in the ordinary course of the DK Business;

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(b)

there has been no damage, destruction or loss of any material tangible assets, whether covered by insurance or not, that could reasonably be expected to have a Material Adverse Effect on DK or any DKSub;

(c)

there has been no split, combination, consolidation, or reclassification of any of the outstanding DK Shares, and DK has not declared or paid any dividends on or made any other distributions (in either case, in stock or property) on or in respect of the outstanding DK Shares;

(d)

except as disclosed in Section 3.1.15(d) of the DK Disclosure Letter, DK has not allotted, reserved, set aside or issued, authorized or proposed the allotment, reservation, setting aside or issuance of, or purchased or redeemed or proposed the purchase or redemption of, any shares in its capital stock or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities, nor has DK or any DKSub agreed to do any of the foregoing;

(e)

except as disclosed in Section 3.1.15(e) of the DK Disclosure Letter, there has been no increase in the salary or other cash compensation payable or to become payable by DK or any DKSub to any of its officers, directors, employees or advisors, other than in the ordinary course of the DK Business, and there has been no declaration, payment or commitment or obligation of any kind for the payment or granting by DK or any DKSub of a bonus, stock option or other additional salary or compensation to any such Person, or any grant to any such Person of any increase in severance or termination pay, nor has DK agreed to do any of the foregoing;

(f)

except as disclosed in Section 3.1.15(f) of the DK Disclosure Letter, there has been no increase in or modification of any DK Employee Benefit Plan or agreement to increase or modify any DK Employee Benefit Plan (including, in either case, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its directors or officers, other than increases in salary or cash compensation payable or to become payable by DK or any DKSub to any of its officers or directors, provided any such increase is in the ordinary course of the DK Business;

(g)

except as disclosed in Section 3.1.15(g) of the DK Disclosure Letter, neither DK nor any DKSub has:

(i)

acquired or sold, pledged, leased, encumbered or otherwise disposed of any material property or assets or agreed to do any of the foregoing; or

(ii)

incurred or committed to incur capital expenditures in excess of $2,000,000, in the aggregate, or agreed to do any of the foregoing;

(h)

except as set out in Section 3.1.15(h) of the DK Disclosure Letter, neither DK nor any DKSub has entered into any material contract, agreement, licence, franchise, lease transaction, commitment or other right or obligation and has not amended,

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modified, relinquished, terminated or failed to renew any DK Material Agreement, other than in the ordinary course of the DK Business;

(i)	except as disclosed in Section 3.1.15(i) of the DK Disclosure Letter, there has been no transfer (by way of a licence or otherwise) of or agreement to transfer to any Person rights to any DK Intellectual Property;

(j)

except as disclosed in Section 3.1.15(j) of the DK Disclosure Letter, DK has not made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent Liabilities or otherwise), respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense;

(k)	DK has taken all commercially reasonable action required to maintain, renew or enforce any DK Registered Intellectual Property;

(l)

except as set out in Section 3.1.15(l) of the DK Disclosure Letter, there has been no notice delivered to DK or a DKSub of any claim of ownership by a third party of any of the DK Intellectual Property owned or developed by DK or any DKSub or of infringement by DK or any DKSub of any third party's Intellectual Property;

(m)	except as set out in Section 3.1.15(m) of the DK Disclosure Letter, there has been no amendment to the notice of articles or articles of DK or any DKSub;

(n)	there has been no disruption in the normal work of DK's workforce or claim of wrongful discharge or other unlawful labour practice in respect of DK or any DKSub;

(o)

there has been no waiver by DK or any DKSub or agreement to waive, any right of substantial value and neither DK nor any DKSub has entered into any commitment or transaction not in the ordinary course of the DK Business where such right, commitment or transaction is or would be material in relation to DK or the DK Business; and

(p)	except as set out in Section 3.1.15(p) of the DK Disclosure Letter, there has been no creation, or agreement by DK or any DKSub to create any Encumbrance on any of its property or assets (except for any lien for unpaid Taxes not yet due).

3.1.16 Partnerships or Joint Ventures

Except as set out in Section 3.1.16 of the DK Disclosure Letter, neither DK nor any DKSub is a partner or participant in any partnership, joint venture, profit sharing arrangement or other business combination of any kind and is not party to any agreement under which DK or any DKSub agrees to carry on any part of the DK Business or any other activity in such manner or by which DK or any DKSub agrees to share any revenue or profit with any other Person.

3.1.17 Minute Books and Corporate Records

The minute and record books of each of DK and each DKSub contain complete and accurate minutes of all meetings of, and copies of the articles and resolutions passed by, or consented to in writing

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by, the directors (and any committees thereof) and shareholders of DK or any DKSub since its incorporation and which are required to be maintained in such books under the applicable legislation relating to DK or such DKSub; all such meetings were duly called and held and all such articles and resolutions were duly passed or enacted. The share certificate books, registers of shareholders, registers of transfers, registers of directors, registers of holders of Debt Instruments and other corporate registers of each of DK and each DKSub comply with the provisions of all applicable Laws and are complete and accurate in all material respects. Neither DK nor any DKSub is a party to or bound by or subject to any shareholder agreement or unanimous shareholder agreement governing the affairs of DK or the relationships, rights and duties of shareholders.

3.1.18 Interested Persons

Except as set out and described in Section 3.1.18 of the DK Disclosure Letter:

(a)	neither DK nor any DKSub is party to or bound by or subject to any agreement, contract or commitment with any Interested Person, except for contracts of employment or personal services contracts with independent contractors;

(b)

neither DK nor any DKSub has any loan or indebtedness outstanding (except for obligations incurred in the ordinary course of the DK Business with respect to any DK Employee Benefit Plan, personal services contracts or the reimbursement of expenses incurred on behalf of DK or a DKSub or otherwise) to any Interested Person;

(c)	all activities of DK and each DKSub have been carried at Arm's Length with each Interested Person; and

(d)

no Interested Person has any cause of action or other claim whatsoever against, or owes any amount to, DK in connection with the DK Business as heretofore carried on, except for any Liability reflected in the DK Financial Statements and claims in the ordinary course of the DK Business such as, without limitation, for accrued vacation pay and accrued benefits under the DK Employee Benefit Plan.

3.1.19 Directors and Officers

Section 3.1.19 of the DK Disclosure Letter sets forth the names and titles of all directors and officers of DK and each DKSub as at the date of this Agreement.

3.1.20 Employment and Employee Benefit Matters

(a)

As at March 15, 2015, DK had 17 full time and 6 permanent part time DK Employees, of which none are located in the United States and the DKSubs had no full time DK Employees located in the United States. The names of such individuals, their years of service, their job titles and the DK Employee Benefit Plan to which they are entitled are set out and described in Section 3.1.20(a) of the DK Disclosure Letter. To the knowledge of DK, no DK Employee intends to terminate his employment with DK, whether as a result of the transactions contemplated by this Agreement or otherwise.

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(b)

Section 3.1.20(b) of the DK Disclosure Letter contains a complete list of all DK Employee Benefit Plans maintained, or otherwise contributed to or required to be contributed to, by DK or any DKSub for the benefit of DK Employees or former DK Employees, and sets out a description of all policies, handbooks and manuals relating to employment matters.

(c)

Section 3.1.20(c) of the DK Disclosure Letter contains a true, accurate and complete list of each DK Employee Benefit Plan.

(d)

With respect to each DK Employee Benefit Plan, DK has, as requested, made available to Premier accurate, current and complete copies of each of the following:

(i)

each written DK Employee Benefit Plan and all amendments thereto;

(ii)

a written summary of all material plan terms of each unwritten DK Employee Benefit Plan; and

(iii)

employee handbooks of each of DK and each DKSub.

(e)

Except as could not reasonably be expected to result in material Liability to DK or a DKSub, each DK Employee Benefit Plan has been established, administered and maintained in accordance with its terms and in compliance with applicable Law.

(f)

All material benefits, contributions and premiums relating to each DK Employee Benefit Plan have been paid in accordance with the terms thereof and all applicable Laws and accounting principles, and all material benefits accrued under any unfunded DK Employee Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with Canadian generally accepted accounting principles.

(g)

Except as required by applicable Law, no provision of any DK Employee Benefit Plan that is sponsored or maintained by DK or a DKSub would restrict DK or the DKSub from amending or terminating any such DK Employee Benefit Plan. Neither DK nor any DKSub has any commitment or obligation and has not made any representations to any DK Employee or independent contractor or consultant to any DK or any DKSub to adopt, amend or modify any DK Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement.

(h)

There is no pending or, to DK's knowledge, threatened action relating to a DK Employee Benefit Plan (other than routine claims for benefits), and no DK Employee Benefit Plan has within the six years prior to the date hereof been the subject of an examination or audit by a Governmental Authority.

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(i)

Except as disclosed in Section 3.1.20(i) of the DK Disclosure Letter, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will:

(i)

entitle any DK Employee to severance pay pursuant to a DK Employee Benefit Plan;

(ii)

accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual pursuant to a DK Employee Benefit Plan;

(iii)

limit or restrict the right of DK or the relevant DKSub to merge, amend or terminate any DK Employee Benefit Plan that is sponsored or maintained by DK or a DKSub; or

(iv)

increase the amount payable under by or result in any other material obligation to a DK or a DKSub pursuant to any DK Employee Benefit Plan.

(j)

Except as set out and described in Section 3.1.20(j) of the DK Disclosure Letter:

(i)

neither DK nor any DKSub is party to or bound by or subject to any agreement or arrangement with respect to the DK Employee Benefit Plan and no such agreement or arrangement contains any specific provision as to notice of termination of employment or severance pay in lieu thereof;

(ii)

neither DK nor any DKSub has any obligations to amend any DK Employee Benefit Plan and no amendments will be made or promised prior to the Effective Date, except with the prior written consent of Premier;

(iii)

all obligations of DK and each DKSub with respect to DK Employee Benefit Plans are reflected in and have been fully accrued in the DK Financial Statements;

(iv)

neither DK nor any DKSub is party to or bound by, subject to or entered into any collective bargaining agreement, collective bargaining certification or other similar arrangement with any labour union or employee association nor has it made any commitment to or conducted any negotiation or discussion with any labour union or employee association with respect to any future agreement or arrangement and, to the knowledge of DK, there is no current application for certification or other attempt to organize or establish any labour union or employee association with respect to DK Employees;

(v)

each of DK and each DKSub has, in all material respects, complied with, and operated its business in accordance with, all applicable Laws relating to employment and labour matters, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations matters, but not including privacy; there are no current, pending or, to the knowledge of DK, threatened claims, complaints or proceedings of any kind involving DK or any DKSub, or to DK's knowledge, any of their respective DK Employees before any Tribunal with respect to any of the above matters; and there are no facts known to DK that

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could reasonably be expected to give rise to any such claim, complaint or proceeding;

(vi)

there are no existing or, to the knowledge of DK, threatened labour strikes, slow downs, work stoppages or other similar labour troubles affecting DK or any DKSub;

(vii)

to the knowledge of DK, no DK Employee is bound by any confidentiality, non-solicitation or non-competition agreement in favour of any Person other than DK or any DKSub which is material and relevant to the employment of such DK Employee by DK or any DKSub and which imposes obligations on such DK Employee greater than those owed by such DK Employee under common law;

(viii)

neither DK nor any DKSub is party to any side letter or other written or oral material commitment with any DK Employee or contractor; and

(ix)

all accruals for unpaid vacation pay, premiums for employment insurance, health premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions and other benefits from the DK Employee Benefit Plans have been reflected in the books and records of DK.

3.1.21 Pension and Retirement Plans

Except as disclosed in Section 3.1.21 of the DK Disclosure Letter, neither DK nor any DKSub sponsors or participates in any pension and/or retirement plan.

3.1.22 Real Property

Except for the real property disclosed in Section 3.1.22 of the DK Disclosure Letter, DK does not own, nor is DK a party to or bound by or subject to any agreement, contract or commitment, or any option to purchase, any real or immovable property.

3.1.23 Leases and Leased Property

(a)

Neither DK nor any DKSub is party to or bound by or subject to or has agreed to or become bound to enter into, any real or personal property lease, sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the DK Leases described in Section 3.1.23(a) of the DK Disclosure Letter, full access to or complete copies of which have been provided to Premier prior to the date hereof. Either DK or a DKSub occupy and have the exclusive right to occupy and use all immovable DK Leased Property and has the exclusive right to use all movable DK Leased Property.

(b)

Each of the DK Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by DK or any DKSub as lessee or sublessee and due and payable pursuant to each of the DK Leases have been duly paid to date and DK or any DKSub is not otherwise in default in meeting its obligations under any of the DK Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by DK or any DKSub or, to the knowledge of DK, any

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other party to any of the DK Leases and no party to any of the DK Leases is claiming any such default or taking any action purportedly based upon any such default. The completion of the transactions contemplated herein will not, subject to obtaining any required consents set out in Section 3.1.23(b) of the DK Disclosure Letter, afford any of the parties to any of the DK Leases or any other Person the right to terminate any of the DK Leases nor will the completion of the transactions contemplated herein result in any additional or more onerous obligation on DK or any DKSub under any of the DK Leases.

3.1.24 Insurance

(a)

Each of DK and each DKSub maintain insurance covering its property, assets and personnel and protecting its business, which constitutes the DK Business, against loss or damage on a basis that is comparable to the insurance maintained by reasonable Persons operating businesses similar to the DK Business as heretofore carried on. Section 3.1.24(a) of the DK Disclosure Letter sets forth a list of all insurance policies currently maintained by DK and each DKSub. Each of such insurance policies is valid and subsisting and in good standing, there is no default, whether as to the payment of premiums or otherwise, under any material term or condition of such insurance policies, and, to the knowledge of DK, each Person which is an insured party under any of such insurance policies is entitled to all rights and benefits thereunder.

(b)

There are no pending claims under any such insurance policies. Neither DK nor any DKSub has failed to give any notice or present any claim under any such insurance policies in due and timely fashion. To the knowledge of DK, no circumstances have occurred which might entitle DK or any DKSub to make a claim under any such insurance policies or which might be required under any such insurance policies to be notified to the insurers thereunder and no material claim under any of such insurance policies has been made by DK or any DKSub since the most recent Financial Year End.

(c)

Except as disclosed in Section 3.1.24(c) of the DK Disclosure Letter, none of such insurance policies is subject to any premium in excess of the stipulated or normal rate. No notice of cancellation of, material increase of premiums under, non-renewal with respect to, or disallowance of any claim under, any such insurance policies has been received by DK or any DKSub.

3.1.25 Material Agreements

Except for the DK Material Agreements disclosed in Section 3.1.25 of the DK Disclosure Letter, neither DK nor any DKSub is party to or bound by or subject to any of the following:

(a)

any exhibition, sales, advertising, public relations, agency, or management under which the obligations of DK exceeding $100,000 on an annual basis;

(b)

any continuing contract for the purchase of materials, supplies, equipment or services involving, in the case of any such contract, more than $100,000 over the life of the contract;

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(c)

any contract that expires, or may be renewed at the option of any Person other than DK or any DKSub so as to expire, more than one year after the date of this Agreement;

(d)

any contract for capital expenditures in excess of $50,000 in the aggregate;

(e)

any confidentiality, secrecy or non-disclosure contract;

(f)

any contract pursuant to which DK or any DKSub leases any real or personal property (including the DK Leases), under which the obligations of DK exceed $50,000, on an annual basis;

(g)

any contract pursuant to which DK or any DKSub is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property under which the obligations of DK exceed $50,000, on an annual basis;

(h)

any contract with any person with whom DK or any DKSub does not deal at Arm's Length;

(i)

any Guarantee;

(j)

any licence, sublicence or other agreement to which DK or a DKSub is a party (or by which it or any DK Intellectual Property is bound or subject) and pursuant to which any Person (other than DK Employees or independent contractors of DK or a DKSub for purposes of their employment or contract with DK or any DKSub, as applicable) has been or may be assigned, authorized to use, or given access to any DK Intellectual Property;

(k)

any employment contracts with DK Employees and service contracts with independent contractors;

(l)

any agreement to indemnify, hold harmless or defend any other Person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the lack thereof other than any licence of Third Party Software that is not part of the DK Intellectual Property and which relates to Software that is generally available to the public; and

(m)

any other agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other commitment which is or would reasonably be expected to be material to the DK Business, properties, assets, operations, condition (financial or otherwise) or prospects of DK,

whether written or oral, and of any nature or kind whatsoever.

3.1.26 No Breach of Material Agreements

Each of DK and each DKSub have performed all of the material obligations required to be performed by it, and is entitled to all benefits under, and, to the knowledge of DK, is not alleged to be in default in respect of, any DK Material Agreement. Except as disclosed in Section 3.1.26 of the DK Disclosure Letter, each of the DK Material Agreements is in full force and effect, unamended, and

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there exists no material breach thereof or material default or event of material default or event, occurrence, condition or act with respect to DK or any DKSub or, to DK's knowledge, with respect to the other contracting party or otherwise that, with or without the giving of notice, the lapse of time or the happening of any other event or conditions, would:

(a)

become a default or event of default under any DK Material Agreement; or

(b)

result in the loss or expiration of any material right or option by DK or a DKSub (or the material gain thereof by any third party) under any DK Material Agreement.

DK has provided access to or delivered a true, correct and complete copy of each of the DK Material Agreements to Premier.

3.1.27 Legal Proceedings

There are no actions, suits, claims, investigations or proceedings (whether private, governmental or otherwise, and whether or not purportedly on behalf of DK or any DKSub) in progress, pending, or to the knowledge of DK, threatened, against or affecting DK or any DKSub (including actions, suits, investigations or proceedings against any of DK's directors, officers or employees which relate to the DK Business, or the affairs, assets or operations of DK or any DKSub), at law or in equity, or before or by any Tribunal. There is no judgment, decree, injunction, ruling, order or award of any Tribunal outstanding against or affecting DK or any DKSub. Except as set out in Section 3.1.27 of the DK Disclosure Letter, DK is not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success, and does not have any present plans or intentions to initiate any litigation, arbitration or other proceedings against any third party.

3.1.28 Tax Matters

(a)

Except in respect of the income tax return for the current taxation year, provided that such return is not required to be filed on or prior to the Effective Time, and any income tax return which is required to be filed as a result of or in connection with the transactions contemplated herein, DK and each DKSub has each duly filed or will duly file in the prescribed manner and within the prescribed time under applicable Tax Law all Tax Returns required by applicable Tax Law to be filed by or on behalf of DK and a DKSub on or before the Effective Time with any Governmental Entity to which it is subject; such Tax Returns and the material accompanying such Tax Returns are or will be true, correct and complete in all material respects and none of them has been or will be amended, except as set out in Section 3.1.28(a) of the DK Disclosure Letter. Except as set out in Section 3.1.28(a) of the DK Disclosure Letter, no position has been taken on any Tax Return with respect to the DK Business or the business of such DKSub for a taxation year, or other period for which the assessment of any Taxes has not expired, that is contrary to any publicly announced position of a Governmental Entity, or that is substantially similar to any position that a Governmental Entity has successfully challenged in the course of an examination of a Tax Return of DK or a DKSub. DK has provided to Premier access to or true and complete copies of all Tax Returns filed by DK and each DKSub for all fiscal periods for which the relevant limitation period has not expired and all working papers, calculations, and schedules relating thereto, together with all communications relating thereto from

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any Governmental Entity and the response, if any, of DK or such DKSub to such communication.

(b)

DK and each DKSub has each duly, and on a timely basis, paid or remitted all Taxes required to be paid or remitted by it on or before the Effective Time, including all Taxes shown as due and owing on all Tax Returns, all Taxes assessed or reassessed by any Governmental Entity, all Taxes held in trust or deemed to be held in trust for any Governmental Entity, and all instalments on account of Taxes for the current year.

(c)

With the exception of the Liabilities for Taxes reflected as reserves in the DK Financial Statements, and except for Taxes incurred in the ordinary course of the DK Business or incurred or arising as a result of the transactions contemplated herein, to the extent that such Taxes are not due and payable on or before the Effective Time, there are no Taxes claimed by any Governmental Entity against DK or a DKSub or which are known to DK to be due and owing by DK or such DKSub and, to the knowledge of DK, there are no pending or threatened reassessments by any Governmental Entity in respect of Taxes owing by DK or such DKSub, and there are no matters in dispute or under discussion with or any audits being conducted by any Governmental Entity relating to Taxes asserted by such Governmental Entity against DK or any DKSub.

(d)

Except as set out and described in Section 3.1.28(d) of the DK Disclosure Letter, the liabilities reflected as reserves for Taxes on the DK Financial Statements are sufficient for the payment or remittance of all Taxes which may become payable or remittable by DK and each DKSub, whether or not disputed, in respect of any period ending on or before the Effective Time.

(e)

Except as set out and described in Section 3.1.28(e) of the DK Disclosure Letter, there are no Tax deficiencies that have been claimed, proposed or asserted in writing against DK or any DKSub that have not been fully paid or finally settled and there are no discussions, audits, assertions or claims now pending, or to the knowledge of DK or any DKSub, threatened, in respect of Taxes due from or with respect to DK or any DKSub. No Governmental Entity has challenged, disputed or questioned any Taxes of or any Tax Returns filed by DK or any DKSub or indicated that an assessment, reassessment or determination in respect of Taxes is proposed. To the knowledge of DK, there are no facts, circumstances, acts, omissions, events, transactions or series of events or transactions occurring wholly or partly on or before the Closing Time, which could, or are likely to, give rise to any discussions, audits, assertions or claims in respect of Taxes.

(f)

Except as set out and described in Section 3.1.28(f) of the DK Disclosure Letter, there are no amounts outstanding and unpaid for which DK or any DKSub has previously claimed a deduction from income under the ITA or any other applicable Tax Law and which may be included in DK's or a DKSub's income for any taxation year ending after the Effective Time.

(g)

Except as set out and described in Section 3.1.28(g) of the DK Disclosure Letter, there are no liens for Taxes (other than for Taxes not yet due and payable) on any

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of the properties or assets of any of DK or any DKSub, nor are such properties or assets the subject of any trust arising under tax Law.

(h)

No actions, suits, investigations, audits or proceedings and no assessment, reassessment or request for information in progress, pending or, to the Knowledge of DK or DKSub, threatened against or affecting DK or any DKSub in respect of Taxes nor are any issues under discussion with any Governmental Entity relating to any matters which could result in claims for additional Taxes.

(i)

Section 3.1.28(i) of the DK Disclosure Letter accurately reflects all notices of assessment and reassessment of Taxes that have been received by DK and each DKSub from all relevant Governmental Entities with respect to the Tax liabilities of DK and such DKSub for all taxation years and other periods subsequent to December 31, 2009, and no Governmental Entity is entitled to assess or reassess DK or any DKSub for any Tax in respect of a taxation year or other period prior to the commencement of the Financial Year ending December 31, 2010.

(j)

There are no agreements, waivers or other arrangements requested, executed, received or entered into by DK or any DKSub providing for an extension of time with respect to any assessment, reassessment or collection of Taxes by an Governmental Entity, the filing of any Tax Returns or the payment or remittance of any Taxes or amounts on account of Taxes by DK or any DKSub, or the provision of any documents or information currently under request by any Governmental Entity.

(k)

Copies of all Tax formal written rulings, if any, applicable to DK and each DKSub have been provided to Premier. To the knowledge of DK, there is no claim or threatened claim to revoke any such Tax ruling. Except as disclosed in Section 3.1.28(k) the DK Disclosure Letter, there are no Tax rulings or requests for Tax rulings pertaining to the DK or any DKSub that could affect the liability for Taxes or the amount of the taxable income or loss for any taxation year or period ending after the Effective Time.

(l)

Except for Dinosaurs Unearthed, Corp., none of DK nor any DKSub has been required, or is currently required, to file any Tax Returns with any Governmental Entity outside Canada. No claims have ever been made by any Governmental Entity that DK or any DKSub is or may be subject to Tax in a jurisdiction where DK and such DKSub do not file Tax Returns. There is no basis for a claim that any of DK or any DKSub is subject to Tax in a jurisdiction in which it does not file Tax Returns.

(m)

Except as set out and described in Section 3.1.28(m) of the DK Disclosure Letter, DK and each DKSub has each deducted, withheld and remitted the amount of all Taxes and other deductions required under any applicable Laws to be deducted, withheld or remitted from amounts paid or credited by DK or any DKSub to or for the account or benefit of any Person, including Taxes on payments to any of its present or former DK Employees, officers or directors and Taxes on payments to any Person who is a non-resident of Canada, to the relevant Governmental Entity within the time prescribed under any applicable Laws.

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(n)

Section 3.1.28(n) of the DK Disclosure Letter sets out the PUC of the DK Shares and the PUC and adjusted cost base of each of the shares held by DK in each DKSub.

(o)

The books and records of DK fairly and correctly set out and disclose, in all material respects, all liabilities and unclaimed input Tax credits under applicable Law. All financial transactions of DK and each DKSub have been accurately and completely recorded in the books and records of DK and such DKSub, respectively, for Tax purposes.

(p)

For all transactions between DK, and any DKSub that is a taxpayer under the ITA, and any non-resident person with whom it was not dealing at Arm's Length, DK or any DKSub, as applicable, has made or obtained records or documents that meet the transfer pricing requirements of paragraphs 247(4) of the ITA.

(q)

Neither DK nor any DKSub has, directly or indirectly, transferred property to or acquired property from or provided services to or received services from any Person with whom DK or such DKSub was not dealing at Arm's Length, other than for consideration the parties reasonably determined to be not less than the fair market value of the property or service at the time of (in the case of property) the disposition or acquisition thereof or (in the case of services) the provision or receipt thereof, or, to its knowledge, has been a party to any contract or transaction that could result in a liability for Tax under section 160 of the ITA or any substantially similar provisions of other applicable Tax Laws. DK and each DKSub has provided Premier access to or copies of all contracts, minutes, and any other documents relating to transactions entered into by it prior to the Effective Time with Persons with whom DK or any DKSub, as the case may be, was not dealing at Arm's Length at the time the transaction occurred.

(r)

There are no circumstances existing which could result, and the transactions contemplated herein will not result, in the application to DK or any DKSub of sections 80 through 80.4 of the ITA or any substantially similar provisions of any applicable Tax Laws.

(s)

Except as set out in Section 3.1.28(s) of the DK Disclosure Letter, for purposes of the ITA and any other applicable Tax Laws, no Person has ever acquired control of DK or any DKSub.

(t)

Except as set out and described in Section 3.1.28(t) of the DK Disclosure Letter, neither DK nor any DKSub has made any elections or designations for the purposes of the ITA or the ETA or other applicable Tax Law, or for the purposes of any administrative rulings or notices or administrative practices pursuant to any Tax Law. Without limiting the generality of the foregoing:

(i)

neither DK nor any DKSub has acquired any property on a Tax-deferred or rollover basis and no election under sections 13, 44, 83 or 85 of the ITA (or any substantially similar provision of any applicable Tax Law) has been made or filed by or on behalf of DK or such DKSub with respect to the acquisition or disposition of property, other than as disclosed in the DK Disclosure Letter; and,

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(ii)

except for elections under section 167 of the ETA, neither DK nor any DKSub is a party to any elections made under the ETA.

(u)

Neither DK nor any DKSub has made or authorized any payments to its directors, officers, former directors, shareholders or DK Employees or to any Person not dealing at Arm's Length with any of the foregoing, except in the ordinary course of the DK Business and at the regular rates payable to them of salary, pension, bonuses, rents or other payments of any nature.

(v)

Except as set out in Section 3.1.28(v) of the DK Disclosure Letter, neither DK nor any DKSub has loans or indebtedness outstanding made to directors, former directors, officers, shareholders of DK or DK Employees or any DKSub or to any Person not dealing at Arm's Length with any of the foregoing.

(w)

Neither DK nor any DKSub has at any time been involved or been a party to one or more transactions or series of transactions to which either of sections 55 or to its knowledge 245 of the ITA or other comparable Tax Law would apply.

(x)

DK has been since its incorporation a Canadian-controlled private corporation as defined in the ITA.

(y)

Except as set out in Section 3.1.28(y) of the DK Disclosure Letter, neither DK nor any DKSub has been, or is now associated, as determined for the purposes of the ITA, with any corporations other than each other.

(z)

All non-capital losses not deducted but still deductible by DK have been incurred and are derived from the carrying on of the DK Business. The DK Business has been carried on by DK since the date of its inception for profit and with a reasonable expectation of profit.

(aa)

In the three years prior to the date of this Agreement, neither DK nor any DKSub has received or taken advantage of, directly or indirectly, any grants, Tax benefits other than as may be provided for in the ITA, subsidies, loan guarantees, government contracts, or other forms of preferential treatment or assistance from any Governmental Entity.

(bb)

For purposes of the ITA, the taxation year end of DK and each DKSub is December 31 of each year. The taxation year end of DK and each DKSub has not changed since its incorporation.

(cc)

DK is not engaged in a trade or business in the United States for purposes of the Code.

3.1.29 Compliance with Applicable Laws

Each of DK and each DKSub has conducted and is conducting its business in compliance in all material respects with all applicable Laws in each jurisdiction in which its business is carried on, is not in material breach of any of such Laws and is duly licenced or registered in each jurisdiction in which it owns or leases its property and assets or carries on its business, so as to enable the DK Business to be carried on as now conducted and its property and assets to be so owned or leased. Except as set out in

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Section 3.1.29 of the DK Disclosure Letter, DK and each DKSub, as applicable has all licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or similar type) (the "DK Licences"), and there are no other licences, permits, approvals, consents, certificates, registrations, or authorizations necessary to carry on the DK Business as presently carried on or to own or lease any of the property or the assets utilized by DK or any DKSub except where the lack of grant of such to DK or the DKSub would not have a Material Adverse Effect on the DK Business. Each DK Licence is valid and subsisting and in good standing and there is no default or breach of any DK Licence and, to the best of the knowledge of DK, no proceeding is pending or threatened to revoke or limit any DK Licence. No DK Licence contains any burdensome term, provision, condition or limitation which has or could have a Material Adverse Effect on the DK Business, and except as set out in Section 3.1.29 of the DK Disclosure Letter, requires the consent, approval, permit or acknowledgement of any Person in connection with the completion of the transactions herein contemplated.

3.1.30 Compliance with Patriot Act

Neither DK nor any DKSub is nor will it become (i) a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (ii) a person or entity that knowingly engages in any dealings or transactions, or be otherwise knowingly associated, with any such person. Neither DK nor any DKSub is in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001. Each of DK and each DKSub have complied in all respects with the Foreign Account Tax Compliance Act.

3.1.31 Consents and Approvals

Except for the Applicable Regulatory Approvals to be obtained by Premier with certain assistance by DK as expressly contemplated by this Agreement, there is no requirement for DK or, to the best of its knowledge, any other party to make any filing with, give any notice to or to obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Entity, NASDAQ or the Premier Shareholders as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licences, permits, certificates, registrations, consents and approvals which relate solely to the identity of Premier or which are of a purely administrative nature and could be completed or obtained without adverse effect on DK or the DK Business immediately after the Effective Date.

3.1.32 No Business Restrictions

Except as disclosed in Section 3.1.32 of the DK Disclosure Letter, there is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which DK or any DKSub is party or which is otherwise binding upon DK or any DKSub which has or reasonably could be expected to have the effect of prohibiting or impairing any business practice of DK or such DKSub, any acquisition of property (tangible or intangible) by DK or any DKSub or the conduct of the DK Business by DK or any DKSub, as currently conducted or proposed to be conducted by DK or any DKSub. Without limiting the foregoing, neither DK nor any DKSub has entered into any agreement under which it is restricted from conducting its respective aspect of the DK Business, in any geographic area, during any period of time or in any segment of the market.

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3.1.33 Environmental Matters

Neither DK nor any DKSub is in material violation of any applicable Laws relating to the environment and no material expenditures are or, to the knowledge of DK, will be required in order to comply with such existing Laws. Each of DK and each DKSub possess all necessary environmental licences, permits, approvals, consents, certificates, registrations and other authorizations in order for it to conduct the DK Business in material compliance with applicable Laws relating to the environment. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or for DK or any DKSub or, to the knowledge of DK, by or for any other Person with respect to any DK Leased Property or any real property owned, previously owned, leased, occupied or used by DK or a DKSub while DK or a DKSub has occupied such properties.

3.1.34 Condition and Sufficiency of Assets

All moveable property, including without limitation the DK Exhibitions Assets, facilities, machinery and equipment owned or used by each of DK and each DKSub in connection with the DK Business are in good operating condition and in a state of good repair and maintenance, reasonable wear and tear excepted. Each of DK and each DKSub owns or leases all of the property and assets (excluding Intellectual Property, which is dealt with in Section 3.1.35 below) used in or necessary for the conduct of the DK Business as it is currently being conducted with good and marketable title to all property and assets which are owned by DK, free and clear of any and all Encumbrances other than as set out in Section 3.1.34 of the DK Disclosure Letter.

3.1.35 Intellectual Property

Representations with respect to DK Intellectual Property

(a) Section 3.1.35(a) of the DK Disclosure Letter includes a description of:

(i)

all material Intellectual Property (including, without limitation, Software but expressly excluding "shrink wrap" and "click wrap" Third Party Software) that is owned by DK or a DKSub or that is used by DK or a DKSub under a licence from another Person (together with a description of the applicable licence) and is necessary for or used in the DK Business;

(ii)

all material Intellectual Property (including Software but expressly excluding "shrink wrap" and "click wrap" Third Party Software) that is owned by DK or DKSub or that is used by DK or a DKSub under a licence agreement from another Person which relates to:

(A)

the conduct of the DK Business; or

(B)

the exhibition, marketing, distribution, sale, licensing or other exploitation of the DK Exhibition Assets; and

(iii) all DK Registered Intellectual Property,

(collectively, the "DK Intellectual Property").

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(b) The DK Intellectual Property comprises all Intellectual Property that is:

(i)

materially necessary to the conduct of the DK Business; or

(ii)

material to the conduct of the DK Business, the failure to own or to have the right to use would have a Material Adverse Effect on DK.

(c)

Except as set out in Section 3.1.35(c) of the DK Disclosure Letter, each item of DK Intellectual Property is solely and exclusively owned by DK or a DKSub free and clear of any Encumbrances or co ownership interests or is licenced to DK or a DKSub under an existing written or electronic licence agreement that remains in force and which grants sufficient rights to permit DK or a DKSub to use such Intellectual Property in the manner necessary to carry on the DK Business.

(d)

DK or a DKSub owns, solely and exclusively, any copyright that subsists in the DK Intellectual Property other than the copyright that subsists in any Third Party Software or other works, provided that such Third Party Software and other works are licenced to DK or any DKSub under a written or electronic licence agreement that is identified in Section 3.1.35(d) of the DK Disclosure Letter are in the public domain.

(e)

To the extent that any of the DK Intellectual Property that is licenced by DK or a DKSub is incorporated in or embedded in the DK Exhibition Assets, DK or such DKSub has complied with all of the material terms and conditions contained in the licence agreements applicable to such DK Intellectual Property and neither DK nor any DKSub has received notice of and nether is aware of any material breaches, claims or disputes under such agreements. Neither DK nor any DKSub is aware of nor has it received notice of any breach by any customer or end user under any agreement applicable to the use of the DK Intellectual Property.

(f)

Except as set out in Section 3.1.35(f) of the DK Disclosure Letter, neither DK nor any DKSub has transferred or assigned ownership of or granted any licence or right to any Person to copy, make, use, exploit, or authorize the retention of any rights to copy, make, use or exploit any DK Intellectual Property.

(g)

Each item of DK Registered Intellectual Property is, to the knowledge of DK, valid and subsisting. All necessary registration, maintenance, renewal fees, annuity fees and Taxes in connection with the DK Registered Intellectual Property have been paid and all necessary documents and certificates in connection with the DK Registered Intellectual Property have been filed with the relevant patent, copyright, trade-mark or other authorities in the jurisdictions in which such DK Registered Intellectual Property is registered, as the case may be, for the purposes of maintaining such DK Registered Intellectual Property. Other than the DK Registered Intellectual Property, no registrations or filings with any Governmental Entity have been made by or on behalf of DK with respect to the DK Intellectual Property.

(h)

Except as set out in Section 3.1.35(h) of the DK Disclosure Letter, no royalty or other fee in respect of the DK Intellectual Property is required to be paid by DK or a

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DKSub to any other Person in relation to the sale or licensing of any of the DK Intellectual Property.

General Representations with respect to Intellectual Property

(i)

To the knowledge of DK, each of DK and each DKSub owns or has the valid right to use all trade-marks, service marks, and trade names used by DK (including those described as DK Registered Intellectual Property) in connection with the its business, including without limitation the DK Business.

(j)

Section 3.1.35(j) of the DK Disclosure Letter sets out all contracts, licences and agreements between each of DK and each DKSub and any other Person wherein or whereby DK or any DKSub has or may have agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or Liability or provide a right of rescission with respect to the infringement or misappropriation by DK or any DKSub or such other Person of any Intellectual Property Rights owned by any Person other than DK or such DKSub (and access to or copies of substantially all of same have been provided to Premier) other than any licence of Third Party Software which is granted for Software that is generally available to the public.

(k)

Except as set out in Section 3.1.35(k) of the DK Disclosure Letter, there are no contracts, licences or agreements between DK or any DKSub and any other Person with respect to DK Intellectual Property under which there is any material dispute known to DK regarding the scope of such contract, licence or agreement, or performance under such contract, licence or agreement, including with respect to any payments to be made or received by DK or any DKSub thereunder.

(l)

To the knowledge of DK, no Person is infringing or misappropriating any DK Intellectual Property provided that in the case of Third Party Software or other third party Intellectual Property, DK represents only that it has not received notice of and is not actually aware of any claims or threatened claims that such Third Party Software or other third party Intellectual Property, is being infringed or has been misappropriated. Subject to the foregoing proviso, DK has no knowledge of any past infringement or misappropriation of any DK Intellectual Property.

(m)

Each of DK and each DKSub have taken commercially reasonable steps to protect and maintain the confidentiality of the trade secrets and other confidential information in the DK Intellectual Property and in any Intellectual Property provided by any other Person to DK or such DKSub.

(n)

None of the DK Intellectual Property is subject to any actions or proceedings (whether pending or, to the best of DK's knowledge, threatened) or any outstanding decree, order or judgment that restricts in any manner the use, transfer or licencing thereof by DK or any DKSub or that may affect the validity, use or enforceability of the same.

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3.1.36 GST/Sales Tax Registration

Each of DK, and each DKSub that is required to register pursuant to the ETA, is a registrant for the purposes of the ETA, as amended and, to the extent required by applicable Laws, is registered for sales tax purposes, each as disclosed in Section 3.1.36 of the DK Disclosure Letter.

3.1.37 PersonalInformation

(a)

Each of DK and DKSub has a privacy policy which governs its collection, use and disclosure of DK Employee Personal Information applicable to the DK Business and, since the date of adoption of such privacy policy, each of DK and each DKSub are in compliance in all material respects with such privacy policy.

(b)

There has not been any, and as of the date hereof there is no, complaint, investigation, proceeding or action completed, resolved, pending, or to the knowledge of DK, threatened against or involving in any way DK or any DKSub or the DK Business under or in relation to the PersonalInformation Protection and Electronic Documents Act (Canada), S.C. 2000, c.5 or the PersonalInformation Protection Act (British Columbia), S.B.C. 2003 c.63.

3.1.38 Advisory Fees

Except as set out in Section 3.1.38 of the DK Disclosure Letter, and except for the accountants and lawyers of DK retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of DK, each DKSub or any of its directors, officers or shareholders who might be entitled to any fee, commission, bonus or reimbursement of expenses from DK or a DKSub upon consummation of the transactions contemplated by this Agreement.

3.1.39 Other Negotiations; Brokers; Third Party Expenses

(a)

None of DK, any DKSub nor, to the knowledge of DK, any of their respective directors, officers or shareholders (nor any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of them or at any of their direction):

(i)

has entered into any agreement that conflicts with any of the transactions contemplated by this Agreement; or

(ii)

has entered into any agreement or had any discussions with any Person regarding any transaction involving DK or a DKSub or any material assets of DK or a DKSub which could reasonably be expected to result in any of DK, such DKSub or any of the officers, directors, employees, agents or shareholders of any of them being subject to any claim for Liability to such Person as a result of entering into this Agreement or consummating the transactions contemplated hereby.

(b)

Section 3.1.39(b) of the DK Disclosure Letter lists all agreements with respect to, and a reasonable estimate of all Third Party Expenses which are reasonably expected to be incurred by DK or any DKSub in connection with the negotiation

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and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby.

(c)

Section 3.1.39(c) of the DK Disclosure Letter lists any agreement (other than any agreement with any of DK or any DKSub or any of their respective affiliates) with respect to the negotiation and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby.

3.1.40 Disclosure

The representations and warranties of DK contained in this Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement, including the DK Disclosure Letter, are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained in such representations and warranties not misleading to Premier.

3.2 Representations and Warranties of Premier

Premier represents and warrants as of the date hereof to and in favour of DK and the DK Securityholders as follows and acknowledges that DK and the DK Securityholders are relying upon such representations and warranties in connection with the matters contemplated by this Agreement, the Merger and the transactions contemplated herein:

3.2.1 Incorporation and Organization/Subsidiaries

(a)

Each of Premier and each Premier Subsidiary has been duly incorporated or formed under the Laws of its jurisdiction of incorporation, is validly subsisting, has full corporate and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and in respect of Premier to conduct the Premier Business as currently conducted, and is in good standing with the appropriate Governmental Entity in its jurisdiction of incorporation. Each of Premier and Premier's Subsidiaries is duly qualified or licenced to do business and is in good standing as a foreign corporation or organization authorized to do business in all jurisdictions in which the character of the properties owned, leased or operated or the nature of the business conducted by it would make such qualification or licencing necessary except where the lack of such qualification or licencing would not have a Material Adverse Effect applicable to Premier or a Premier Subsidiary. No proceedings have been instituted or are pending for the dissolution or liquidation of any of Premier or any Premier Subsidiary.

(b)

Set out in Section 3.2.1(b) of the Premier Disclosure Letter is a complete and accurate listing of the Premier Subsidiaries including their jurisdictions of incorporation or organization.

3.2.2 Capitalization

The authorized capital of Premier consists of 6,500,000 Premier Shares having a par value of $0.0001 each, of which, as of March 30, 2015 4,917,213 Premier Shares were issued and outstanding and on a diluted basis 5,015,960 Premier Shares would be so issued and outstanding. Except for employee stock options and purchase rights granted by Premier pursuant to employment compensation

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plans or as listed in Section 3.2.2 of the Premier Disclosure Letter and except pursuant to this Agreement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (contingent or otherwise) obligating Premier to issue or sell any shares or securities or obligations of any kind convertible into or exchangeable for any shares of Premier. No Premier Shares and no shares of preferred stock of Premier are held in treasury or authorized or reserved for issuance, other than upon the exercise of the warrants, options and purchase rights referred to above. All outstanding Premier Shares have been duly authorized and are validly issued, fully paid and non-assessable. Except as set out in Section 3.2.2 of the Premier Disclosure Letter, there are no outstanding bonds, debentures or other evidences of indebtedness of Premier or Exchangeco having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Premier Shares on any matter.

3.2.3 Authority and No Violation

(a)

Each of Premier and Exchangeco has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements, to which it is a party, and subject to the approval of the Premier Shareholders' Resolution by the Premier Shareholders at the Premier Special Meeting, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and each of the Ancillary Agreements, to which it is a party, by each of Premier and Exchangeco and the consummation by each of Premier and Exchangeco of the transactions contemplated by this Agreement and each of the Ancillary Agreements, to which it is a party, have been duly authorized by its respective board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and each of the Ancillary Agreements, to which it is a party, or the transactions contemplated hereby or thereby other than in the case of Premier, other matters (if any) relating solely to the implementation of the Merger, which will be completed prior to the Effective Date.

(b)

This Agreement has been duly executed and delivered by each of Premier and Exchangeco, as applicable, and constitutes a legal, valid and binding obligation, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity. Each of the Ancillary Agreements has been or will be duly executed and delivered by each of Premier and Exchangeco, as applicable, and, (i) if executed, constitute a legal, valid and binding obligation, enforceable against each of them that is a party in accordance with its terms; and (ii) when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against each of them that is a party in accordance with its terms, in each case, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity.

(c)

The approval of this Agreement and each of the Ancillary Agreements, as applicable, the execution and delivery by each of Premier and Exchangeco of this Agreement and each of the Ancillary Agreements, to which it is a party and the performance by it of its obligations hereunder and thereunder and the completion of the Merger and the transactions contemplated thereby, will not:

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(i)

conflict with, result in a violation or breach of, require any consent to be obtained (other than such as has already been obtained) under or give rise to any termination rights or payment obligation under any provision of:

(A)

its certificate of incorporation, memorandum, articles, by-laws or other charter documents, as applicable, including any agreement or understanding with any Person holding an ownership interest in it;

(B)

subject to obtaining the Applicable Regulatory Approvals relating to Premier and Premier's Subsidiaries or the transactions contemplated herein, any Laws;

(C)

the Titanic Covenants and Conditions; or

(D)

any material contract, agreement, licence, franchise or permit to which it is party or by which it is bound;

(ii)

(iii)

except as would not, individually or in the aggregate, have a Material Adverse Effect on Premier, any of Premier's Subsidiaries, result in the imposition of any Encumbrance upon any of its assets, or restrict, hinder, impair or limit the ability of Premier to carry on the Premier Business as and where it is now being carried on or as and where it may be carried on in the future.

(d)

No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained by any of Premier, Premier's Subsidiaries, in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements or the Success Payment Agreement, as applicable, or the consummation by either of Premier or Exchangeco of the transactions contemplated hereby or thereby other than:

(i)

the Applicable Regulatory Approvals relating to Premier or Premier's Subsidiaries, the indirect transfer of the Titanic Assets, the change of control of RMSTI or the transactions contemplated herein;

(ii)

(e)

No "fair price", "moratorium", "control share acquisition" or similar anti-takeover Law or any other state takeover Law or Law that purports to limit or restrict business combinations or the ability to acquire or vote shares apply to this Agreement or any of the transactions contemplated hereby.

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3.2.4 No Defaults

None of Premier nor any Premier Subsidiary are in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement, licence, franchise or any other document to which it is a party or by which it is bound which would, if terminated due to such default, cause a Material Adverse Effect on Premier or RMSTI.

3.2.5 Ownership of Exchangeco and Business of Exchangeco

All of the outstanding shares of capital stock of Exchangeco are validly issued, fully paid and non-assessable and all such shares and other ownership interests are owned directly or indirectly by Premier, free and clear of all liens, claims or encumbrances, and there are no outstanding options, rights, entitlements, understandings or commitments (pre-emptive, contingent or otherwise) regarding the right to acquire any such shares of capital stock or other ownership interests in Exchangeco. Exchangeco does not carry on any business and has not been and is not used for any purpose other than to carry out this Agreement and the transactions contemplated herein.

3.2.6 Absence of Certain Changes or Events

Except as disclosed in the Premier most recent 10-K filed with the SEC prior to the date of this Agreement and any 10-Q or 8-K of Premier filed with the SEC subsequent thereto but prior to the date hereof and after the Premier Financial Statements, since the date of the Premier Financial Statements (or since the date of its incorporation, in the case of Exchangeco), each of Premier and its Subsidiaries has conducted its business only in the ordinary course of business and there has not occurred:

(a)

any Material Adverse Change in respect of Premier or Premier's Subsidiaries; or

(b)

any agreement or arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set out in this Agreement materially untrue or incorrect as of the date when made.

3.2.7 Disclosure

Premier has publicly disclosed in the SEC Documents filed with the SEC any information regarding any event, circumstance or action taken or failed to be taken which could individually or in the aggregate reasonably be expected to have a Material Adverse Effect on Premier or the Premier Business.

3.2.8 SEC Documents; Premier Financial Statements

(a)

As of their respective filing dates, all SEC Documents filed by Premier since January 1, 2010 complied in all material respects with the requirements of the Securities Act and the Exchange Act and the Sarbanes-Oxley Act (and the applicable rules and regulations promulgated thereunder) and the listing and corporate governance rules and regulations of the NCM, as the case may be, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent such SEC Documents have been

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corrected, updated or superseded by a document subsequently filed with the SEC prior to the date hereof. Premier has timely filed or furnished, as applicable, all SEC Documents required to be filed or furnished by it with the SEC since January 2, 2010.The Premier Financial Statements and the Premier Interim Financial Statements, including the notes thereto, included in the SEC Documents comply as to form and substance in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and present fairly the consolidated financial position of Premier at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the Premier Interim Financial Statements, to normal year-end adjustments).

(b)

The Monthly Financial Statements have been prepared in accordance with United States generally accepted accounting principles and present fairly the consolidated financial position of Premier at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject to normal year-end adjustments).

(c)

Premier maintains "disclosure controls and procedures" required by Rule 13a-15 or Rule 15d-15 under the Exchange Act sufficient to provide reasonable assurance regarding the reliability of financial reporting for Premier and its Subsidiaries. Such disclosure controls and procedures are designed to ensure that material information relating to Premier, including its Subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and made known on a timely basis to the individuals responsible for the preparation of Premier's filings with the SEC on a timely basis. Premier maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) and since January 1, 2010 has disclosed to Premier's auditors and the audit committee of the board of directors of Premier (and made summaries of such disclosures available to DK) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Premier's ability to record, process, summarize and report financial information; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Premier's internal controls over financial reporting. Premier is in compliance in all material respects with all effective provisions of the Sarbanes-Oxley Act and, to Premier's knowledge, no employee of Premier or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Sarbanes-Oxley Act by Premier or any of its Subsidiaries. Since January 1, 2010, neither Premier nor any of its Subsidiaries nor, to Premier's knowledge, any representative of Premier or any of its Subsidiaries has received any complaint, allegation, assertion or claim, whether written or oral, that Premier or any of its

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Subsidiaries has engaged in material and questionable accounting or auditing practices.

(d)

As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received by Premier from the SEC and (ii) to Premier's knowledge, none of the SEC Documents filed by Premier since January 1, 2010 is the subject of ongoing SEC review. No executive officer of Premier has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act, and neither Premier nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

(e)

There are no unconsolidated Subsidiaries of Premier or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC that have not been so disclosed in the SEC Documents filed by Premier since January 1, 2010.

3.2.9 Exchangeable Shares

The Exchangeable Shares to be issued in connection with the Merger will be duly and validly issued by Exchangeco as fully paid and non-assessable shares on the Effective Date, and will not be issued in violation of the terms of any agreement or other understanding binding upon Exchangeco at the time that such shares are issued and will be issued in compliance with the constating documents of Exchangeco and all applicable Laws. There are, and will at the Effective Time be, no pre-emptive or other rights relating to the allotment or issuance of Exchangeable Shares in connection with the Merger and the transactions contemplated herein.

3.2.10 Premier Shares

(a)

The Premier Shares and the Premier Merger Shares to be issued pursuant to the Merger and the Premier Shares to be issued upon the exchange of the Exchangeable Shares pursuant to the retraction rights attached to the Exchangeable Shares, the redemption of such Exchangeable Shares by Exchangeco, the exercise by Premier of its Redemption Call Right, Retraction Call Right or Liquidation Call Right or the automatic exchange rights contemplated in Section 2.11, or upon conversion of the Amended and Restated Pentwater Note or pursuant to the Success Payment Agreement will, when issued and delivered in accordance with the terms of the Share Provisions, the Amended and Restated Pentwater Note or the Success Payment Agreement, as applicable (the "Transaction Securities"), be duly and validly issued by Premier on their respective dates of issue as fully paid, non-assessable shares and will not be issued in violation of the terms of any agreement or other understanding binding upon Premier at the time that such shares are issued and will be issued in compliance with the constating documents of Premier and all applicable Laws, including without limitation, the rules relating to the NCM.

(b)

Assuming and subject to the satisfaction of all conditions precedent set out in Sections 5.1 and 5.3, the issuance of the Exchangeable Shares to be issued on

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the Effective Date pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act by virtue of the exemption provided in in Rule 506 of Regulation D promulgated thereunder. The Premier Shares issued upon exchange of the Exchangeable Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act by virtue of exemptions provided by either Regulation D or Regulation S under the Securities Act. Upon the registration statement being declared effective (which registration statement is required to be filed by Premier pursuant to the Registration Rights Agreement), the resale of the Premier Shares issued or issuable upon exchange of Exchangeable Shares will be registered under the Securities Act. Upon the filing with the SEC of a registration statement on Form S-3 or Form S-4 under the Securities Act with respect to the Premier Shares issuable upon the conversion of the Amended and Restated Pentwater Note and pursuant to the Success Payment Agreement will be registered under the Securities Act.

(c)

The issuance of Exchangeable Shares on the Effective Date pursuant to this Agreement will be exempt from the "prospectus requirements" and are not subject to the "dealer registration requirements" under the applicable securities Laws of the Province of British Columbia. The issuance of Premier Shares to be issued upon the exchange of the Exchangeable Shares pursuant to the retraction rights attached to the Exchangeable Shares, the redemption of such Exchangeable Shares by Exchangeco, the exercise by Premier of its Redemption Call Right, Retraction Call Right or Liquidation Call Right or the automatic exchange rights contemplated in Section 2.11 from time to time will be exempt from the "prospectus requirements" and are not subject to the "dealer registration requirements" under the applicable securities Laws of the Province of British Columbia.

(d)

The issuance of the Premier Shares on the conversion of the Amended and Restated Pentwater Note in accordance with the terms of the Amended and Restated Pentwater Note will be exempt from the "prospectus requirements" and will not be subject to the "dealer registration requirements" under the applicable securities Laws of the Province of British Columbia.

(e)

The issuance of the Premier Shares under the Success Payment Agreement in accordance with the terms of the Success Payment Agreement will be exempt from the "prospectus requirements" and will not be subject to the "dealer registration requirements" under the applicable securities Laws of the Province of British Columbia.

The foregoing representation is based on Laws in effect or as proposed as of the date hereof and assuming that such Laws are not amended prior to the date of any particular trade referred to above and is also based on the qualification that no "cease-trade" or similar order restricting trades in any of the Transaction Securities is in effect at such time.

3.2.11 Other Transactions

Premier is not aware of any transaction or proposed transaction involving any of Premier or any Premier Subsidiary which would constitute a Premier Control Transaction (as such term is defined in the Share Provisions). As at the date hereof, Premier is not in any discussions to acquire any third party

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other than DK and is not in discussion with any third party for the sale of Premier or any Premier Subsidiary or any of their respective assets, including without limitation, the Titanic Assets.

3.2.12 Subsidiaries

(a)

Except as disclosed in Section 3.2.12 of the Premier Disclosure Letter, no Premier Subsidiary is the beneficial or registered owner of any shares or other ownership interests in any Person (other than another Premier Subsidiary), and neither holds any securities or obligations of any kind convertible into or exchangeable for shares or other ownership interests in any Person. None of the Premier Subsidiaries is a party to any agreement to acquire any shares or other ownership interests in any Person except in respect of the Exchangeable Shares.

(b)

Each Premier Subsidiary is a corporation duly incorporated under the Laws of its jurisdiction of incorporation or another entity that is a business vehicle such as (but not limited to) a trust or partnership and any such other entity is duly organized or constituted under applicable Laws, and each such corporation or other entity is validly subsisting, has full corporate or other organizational and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and conducts its business as currently conducted, and is in good standing under the Laws of its jurisdiction of incorporation, organization, or constitution. Each Premier Subsidiary is duly qualified or licenced to do business and is in good standing as a foreign corporation or organization authorized to do business in all jurisdictions in which the character of the properties owned, leased or operated or the nature of the business conducted by it would make such qualification or licencing necessary. No proceedings have been instituted or are pending for the dissolution or liquidation of any Premier Subsidiary. True and complete copies of the constating, incorporation or organizational documents, as the case may be, of each Premier Subsidiary have been provided to DK.

(c)

Premier is the beneficial direct or indirect owner of all of the issued and outstanding shares of each Premier Subsidiary free of any Encumbrance. Except as contemplated in this Agreement, no Person has any other agreement, option, commitment, arrangement, or any other right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for:

(i)

the purchase, subscription, allotment or issuance of, or conversion into, any of the issued or unissued shares or any other securities of any Premier Subsidiary; or

(ii)

the purchase or other acquisition from any Premier Subsidiary of any of its undertakings, business or assets.

3.2.13 Liabilities

Except as reflected in the Premier Financial Statements or the Premier Interim Financial Statements or except as set out and described in Section 3.2.13(b) of the Premier Disclosure Letter, none

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of Premier nor any Premier Subsidiary has any material Liability, indebtedness, obligation, expense, claim, deficiency, Guarantee or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise. Premier has no knowledge of any potential Liabilities or obligations, other than:

(a)

Liabilities (including Liabilities for unpaid Taxes) disclosed on, reflected in or provided for in the Premier Financial Statements or the Premier Interim Financial Statements;

(b)

Liabilities disclosed in Section 3.2.13(b) of the Premier Disclosure Letter or provided for in the operating budget of Premier for the financial year ending February 28, 2016, a copy of which has been provided to DK;

(c)

Liabilities incurred in the ordinary course of the Premier Business and attributable to the period since the date of the Premier Interim Financial Statements, none of which, individually or in the aggregate, has a Material Adverse Effect on Premier or any Premier Subsidiary; and

(d)

Liabilities incurred in connection with this Agreement or the transactions contemplated in this Agreement.

3.2.14 Debt Instruments

Except as set out and described in Section 3.2.14 of the Premier Disclosure Letter, none of Premier or any Premier Subsidiary is bound by or subject to:

(a)

any Debt Instrument; or

(b)

any agreement, contract or commitment to create, assume or issue any Debt Instrument,

and no Debt Instrument or Encumbrance to which Premier or any Premier Subsidiary is bound by or subject to is dependent upon the Guarantee of or any security provided by any other Person.

3.2.15 Accounts Receivable

All accounts receivable of and book debts and other debts due to Premier or a Premier Subsidiary reflected in the Premier Financial Statements or which have come into existence since the Financial Year End were created in the ordinary course of the Premier Business and, except to the extent that the same have been paid in the ordinary course of the Premier Business since the Financial Year End, are valid and enforceable and payable in full, without any right of set-off or counterclaim or any reduction for doubtful accounts other than as reflected in the Premier Financial Statements and, in the case of accounts receivable which have come into existence since the Financial Year End, in the Premier Interim Financial Statements, other than a reasonable allowance for doubtful accounts consistent with Premier's previous practice.

3.2.16 Accuracy of Books and Records

Except as disclosed in Section 3.2.16 of the Premier Disclosure Letter, the books and records, accounting, financial and otherwise, of Premier fairly and correctly set out and disclose in all material

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respects, in accordance with United States generally accepted accounting principles applied on a consistent basis, the financial position of Premier as at the date hereof and all material financial transactions of Premier have been accurately recorded in such books and records on a consistent basis and in conformity with United States generally accepted accounting principles applied on a consistent basis. Except as disclosed in Section 3.2.16 of the Premier Disclosure Letter, all records, controls, data or information owned by Premier and required to operate the Premier Business are in the full possession and control of Premier.

3.2.17 Guarantees

Except as set out and described in Section 3.2.17 of the Premier Disclosure Letter, none of Premier or any Premier Subsidiary is party to or bound by or subject to any Guarantee of the indebtedness of any other Person.

3.2.18 Moveable Property

Except as disclosed in Section 3.2.18 of the Premier Disclosure Letter, the moveable (personal) property of Premier:

(a)

consist solely of items of tangible moveable (personal) property of the kind and quality regularly used or produced in the Premier Business, including the Premier Exhibition Assets;

(b)

are useable in the ordinary course of the Premier Business for the purpose for which they were intended; and

(c)

have been valued in the Premier Financial Statements in accordance with United States generally accepted accounting principles, on a basis consistent with that of past practice.

3.2.19 Titanic Assets

(a)

The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement, and the fulfillment of the terms of this Agreement, will not conflict with or violate any of the Titanic Documents or require any approval of the U.S. District Court for the Eastern District of Virginia or the National Oceanic and Atmospheric Administration, which is an agency within the United States Department of Commerce.

(b)

RMSTI is the sole owner of the Titanic Assets and has and at all times will have the sole rights and powers to transfer rights in the Titanic Assets subject in all respect to the Titanic Documents, and no Lien exists upon the Titanic Assets.

(c)

The location of each of the Titanic Collection is described in the Amended and Restated Pentwater Note.

(d)

The Titanic Reserve Account has a balance of $357,859.67, as at February 28, 2015.

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(e)

The Titanic Reserve Account has been funded in accordance with the Titanic Covenants and Conditions.

(f)

There are no restrictions on the transfer, pledge, assigned, disposal or sale of the Titanic Collections except as set out in the Titanic Documents.

(g)

Each of the Titanic Documents is enforceable in accordance with its respective terms and in full force and effect, unamended.

(h)

All Premier Material Agreements and material documents entered into by RMSTI and all other Premier Material Agreements and material documents entered into by any of Premier or a Premier Subsidiary relating to the Titanic Assets are described in Section 3.2.19 of the Premier Disclosure Letter and each such Premier Material Agreement or material document is in full force and effect and no defaults by any party exist thereunder.

(i)

RMSTI is the sole salvor in respect of the Titanic Collection.

(j)

Neither RMSTI nor Premier has in any way operated its business in conflict with the Titanic Documents, including the trust imposed thereunder.

(k)

RMSTI is in compliance with the Titanic Documents, including the trust imposed thereunder.

3.2.20 Business Carried on in Ordinary Course

The Premier Business has been carried on in the ordinary course since the Financial Year End, and since the Financial Year End:

(a)

there has been no Material Adverse Change with respect to Premier or a Premier Subsidiary other than changes incurred in the ordinary course of the Premier Business;

(b)

(c)

other than the 10-for-1 stock consolidation effected on February 27, 2015, there has been no split, combination, consolidation, or reclassification of any of the outstanding Premier Shares, and Premier has not declared or paid any dividends on or made any other distributions (in either case, in stock or property) on or in respect of the outstanding Premier Shares;

(d)

Premier has not allotted, reserved, set aside or issued, authorized or proposed the allotment, reservation, setting aside or issuance of, or purchased or redeemed or proposed the purchase or redemption of, any shares in its capital stock or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities, nor has Premier agreed to do any of the foregoing;

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(e)

except as disclosed in Section 3.2.20(e) of the Premier Disclosure Letter, there has been no increase in the salary or other cash compensation payable or to become payable by Premier or a Premier Subsidiary to any of its officers, directors, Premier Employees or advisors, other than in the ordinary course of the Premier Business, and there has been no declaration, payment or commitment or obligation of any kind for the payment or granting by Premier or a Premier Subsidiary of a bonus, stock option or other additional salary or compensation to any such Person, or any grant to any such Person of any increase in severance or termination pay, nor has Premier or a Premier Subsidiary agreed to do any of the foregoing;

(f)

except as disclosed in Section 3.2.20(f) of the Premier Disclosure Letter, there has been no increase in or modification of any Premier Employee Benefit Plan or agreement to increase or modify any Premier Employee Benefit Plan (including, in either case, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of the Premier Employees, its directors or officers, other than increases in salary or cash compensation payable or to become payable by Premier or a Premier Subsidiary to any of the Premier Employees or its officers or directors, provided any such increase is in the ordinary course of the Premier Business;

(g)

except as disclosed in Section 3.2.20(g) of the Premier Disclosure Letter, none of Premier or a Premier Subsidiary has:

(i)

acquired or sold, pledged, leased, encumbered or otherwise disposed of any
material property or assets or agreed to do any of the foregoing; or

(ii)

incurred or committed to incur capital expenditures in excess of $250,000, in the aggregate, or agreed to do any of the foregoing;

(h)

except as set out in Section 3.2.20(h) of the Premier Disclosure Letter, none of Premier or any Premier Subsidiary has entered into any material contract, agreement, licence, franchise, lease transaction, commitment or other right or obligation and has not amended, modified, relinquished, terminated or failed to renew any Premier Material Agreement, other than in the ordinary course of the Premier Business;

(i)

there has been no transfer (by way of a licence or otherwise) of or agreement to transfer to any Person rights to any Premier Intellectual Property;

(j)

Premier has not made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent Liabilities or otherwise), respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense;

(k)

Premier has taken all commercially reasonable action required to maintain, renew or enforce any Premier Registered Intellectual Property;

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(l)

except as set out in Section 3.2.20(l) of the Premier Disclosure Letter, there has been no notice delivered to Premier or any Premier Subsidiary of any claim of ownership by a third party of any of the Premier Intellectual Property owned or developed by Premier or any Premier Subsidiary or of infringement by Premier or any Premier Subsidiary of any third party's Intellectual Property;

(m)

except as set out in Section 3.2.20(m) of the Premier Disclosure Letter, there has been no amendment to the articles or by-laws or other constating documents of Premier or any Premier Subsidiary;

(n)

there has been no disruption in the normal work of Premier's workforce or claim of wrongful discharge or other unlawful labour practice in respect of Premier or any Premier Subsidiary;

(o)

there has been no waiver by Premier or any Premier Subsidiary or agreement to waive, any right of substantial value and neither Premier nor any Premier Subsidiary has entered into any commitment or transaction not in the ordinary course of the Premier Business where such right, commitment or transaction is or would be material in relation to Premier or the Premier Business; and

(p)

except as set out in Section 3.2.20(p) of the Premier Disclosure Letter, there has been no creation, or agreement by Premier or any Premier Subsidiary to create any Encumbrance on any of its property or assets (except for any lien for unpaid Taxes not yet due).

3.2.21 Partnerships or Joint Ventures

Except as set out in Section 3.2.21 of the Premier Disclosure Letter, neither Premier nor any Premier Subsidiary is a partner or participant in any partnership, joint venture, profit sharing arrangement or other business combination of any kind and is not party to any agreement under which a Premier or a Premier Subsidiary agrees to carry on any part of the Premier Business or any other activity in such manner or by which Premier or a Premier Subsidiary agrees to share any revenue or profit with any other Person.

3.2.22 Minute Books and Corporate Records

The minute and record books of each of Premier and each Premier Subsidiary contains complete and accurate minutes of all meetings of, and copies of the articles and resolutions passed by, or consented to in writing by, the directors (and any committees thereof) and shareholders of Premier or the Premier Subsidiary since its incorporation and which are required to be maintained in such books under the Laws of its incorporation; all such meetings were duly called and held and all such articles and resolutions were duly passed or enacted. The share certificate books, registers of shareholders, registers of transfers, registers of directors, registers of holders of Debt Instruments and other corporate registers of each of Premier and each Premier Subsidiary comply with the provisions of all applicable Laws and are complete and accurate in all material respects. Neither Premier nor any Premier Subsidiary is party to or bound by or subject to any shareholder agreement or unanimous shareholder agreement governing its affairs or the relationships, rights and duties of shareholders and is not subject to a shareholder rights plan or "poison pill" or similar plan.

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3.2.23 Interested Persons

Except as set out and described in Section 3.2.23 of the Premier Disclosure Letter:

(a)

neither Premier nor any Premier Subsidiary is party to or bound by or subject to any agreement, contract or commitment with any Interested Person, except for contracts of employment or personal services contracts with independent contractors;

(b)

neither Premier nor any Premier Subsidiary has any loan or indebtedness outstanding (except for obligations incurred in the ordinary course of the Premier Business with respect to any Premier Employee Benefit Plan, personal services contracts or the reimbursement of expenses incurred on behalf of Premier or a Premier Subsidiary or otherwise) to any Interested Person;

(c)

all activities of Premier and its Subsidiaries have been carried at Arm's Length with each Interested Person; and

(d)

no Interested Person has any cause of action or other claim whatsoever against, or owes any amount to, Premier or any Premier Subsidiary in connection with the Premier Business as heretofore carried on, except for any Liability reflected in the Premier Financial Statements or the Premier Interim Financial Statements and claims in the ordinary course of the Premier Business such as, without limitation, for accrued vacation pay and accrued benefits under any Premier Employee Benefit Plan.

3.2.24 Directors and Officers

Section 3.2.24 of the Premier Disclosure Letter sets forth the names and titles of all directors and officers of Premier and each Premier Subsidiary, as at the date of this Agreement.

3.2.25 Employment and Employee Benefit Matters

(a)

As at the date of this Agreement, Premier and the Premier Subsidiaries,

collectively, had not more than 50 full time Premier Employees and not more than 150 full time equivalent of part time Premier Employees and not more than 3 temporary Premier Employee. The names of the Premier Employees as of March 15, 2015, their years of service, their job titles and benefits under the Premier Employee Benefit Plans to which they are entitled are set out and described in Section 3.2.25(a) of the Premier Disclosure Letter. To the knowledge of Premier, no Premier Employee intends to terminate his employment with Premier, whether as a result of the transactions contemplated by this Agreement or otherwise.

(b)

Section 3.2.25(b) of the Premier Disclosure Letter contains a complete list of all Premier Employee Benefit Plans maintained, or otherwise contributed to or required to be contributed to, by Premier or a Premier Subsidiary for the benefit of Premier Employees or former Premier Employees, and sets out a description of all policies, handbooks and manuals relating to employment matters.

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(c)

Section 3.2.25(c) of the Premier Disclosure Letter contains a true, accurate and complete list of each Premier Employee Benefit Plan.

(d)

With respect to each Premier Employee Benefit Plan, Premier has made available to DK accurate, current and complete copies of each of the following:

(i)

each written Premier Employee Benefit Plan and all amendments thereto;

(ii)

a written summary of all material plan terms of each unwritten Premier Employee Benefit Plan; and

(iii)

employee handbooks of each of Premier and each Premier Subsidiary.

(e)

Except as could not reasonably be expected to result in material Liability to Premier or a Premier Subsidiary, each Premier Employee Benefit Plan has been established, administered and maintained in accordance with its terms and in compliance with applicable Law.

(f)

All material benefits, contributions and premiums relating to each Premier Employee Benefit Plan have been paid in accordance with the terms thereof and all applicable Laws and accounting principles, and all material benefits accrued under any unfunded Premier Employee Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with United States generally accepted accounting principles.

(g)

Except as required by applicable Law or NASDAQ rules, no provision of any Premier Employee Benefit Plan that is sponsored or maintained by Premier or a Premier Subsidiary would restrict Premier or a Premier Subsidiary from amending or terminating any such Premier Employee Benefit Plan. Neither Premier nor any Premier Subsidiary has any commitment or obligation and has not made any representations to any Premier Employee or independent contractor or consultant to any Premier or any Premier Subsidiary to adopt, amend or modify any Premier Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement.

(h)

There is no pending or, to Premier's knowledge, threatened action relating to a Premier Employee Benefit Plan (other than routine claims for benefits), and no Premier Employee Benefit Plan has within the six years prior to the date hereof been the subject of an examination or audit by a Governmental Authority.

(i)

Except as disclosed in Section 3.2.25(i) of the Premier Disclosure Letter, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will:

(i)

entitle any Premier Employee to severance pay pursuant to a Premier Employee Benefit Plan;

(ii)

accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual pursuant to a Premier Employee Benefit Plan;

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(iii)

limit or restrict the right of Premier or the relevant Premier Subsidiary to merge, amend or terminate any Premier Employee Benefit Plan that is sponsored or maintained by Premier or a Premier Subsidiary; or

(iv)

increase the amount payable under by or result in any other material obligation to a Premier or a Premier Subsidiary pursuant to any Premier Employee Benefit Plan.

(j)

With respect to any other employee benefit plan that is not a Premier Employee Benefit Plan, except as could not reasonably be expected to result in material Liability to Premier or a Premier Subsidiary:

(i)

each such employee benefit plan complies with all applicable Laws (including ERISA and the Code);

(ii)

each such employee benefit plan that is intended to be qualified under Section 401(a) of the Code (a "Qualified Employee Benefit Plan") has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype or volume submitter plan, can rely on an opinion or advisory letter from the Internal Revenue Service, to the effect that such Qualified Employee Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; and

(iii)

neither Premier nor any of its ERISA Affiliates has, at any time during the past six years,

(A)

terminated any such employee benefit plan that was subject to Title IV of ERISA;

(B)

failed to timely pay premiums to the Pension Benefit Guaranty Corporation;

(C)

withdrawn from any such employee benefit plan that is a "multiemployer plan" (as defined in Section 3(37) of ERISA) subject to Title IV of ERISA; or

(D)

engaged in any transaction that would give rise to Liability under Section 4069 of ERISA.

(k)

Except as set out and described in Section 3.2.25(k) of the Premier Disclosure Letter:

(i)

neither Premier nor any Premier Subsidiary is party to or bound by or subject to any agreement or arrangement with respect to the Premier Employee Benefit Plans and no such agreement or arrangement contains any specific provision as to notice of termination of employment or severance pay in lieu thereof;

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(ii)

neither Premier nor any Premier Subsidiary has any obligations to amend any Premier Employee Benefit Plan and no amendments will be made or promised prior to the Effective Date, except with the prior written consent of DK;

(iii)

all obligations of Premier and each Premier Subsidiary with respect to the Premier Employee Benefit Plans are reflected in and have been fully accrued in the Premier Financial Statements or the Premier Interim Financial Statements;

(iv)

neither Premier nor any Premier Subsidiary is party to or bound by or subject to any collective bargaining agreement or other similar arrangement with any labour union or employee association nor has it made any commitment to or conducted any negotiation or discussion with any labour union or employee association with respect to any future agreement or arrangement and, to the knowledge of Premier, there is no current application for certification or other attempt to organize or establish any labour union or employee association with respect to Premier Employees;

(v)

each of Premier and each Premier Subsidiary has, in all material respects, complied with, and operated its business in accordance with, all applicable Laws relating to employment and labour matters, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations matters, but not including privacy; there are no current, pending or, to the knowledge of Premier, threatened claims, complaints or proceedings of any kind involving Premier or any Premier Subsidiary, or to Premier's knowledge, any of their respective Premier Employees before any Tribunal with respect to any of the above matters; and there are no facts known to Premier that could reasonably be expected to give rise to any such claim, complaint or proceeding;

(vi)

there are no existing or, to the knowledge of Premier, threatened labour strikes, slow downs, work stoppages or other similar labour troubles affecting Premier or a Premier Subsidiary;

(vii)

to the knowledge of Premier, no Premier Employee is bound by any confidentiality, non-solicitation or non-competition agreement in favour of any Person other than Premier or a Premier Subsidiary which is material and relevant to the employment of such Premier Employee and which imposes obligations on such Premier Employee greater than those owed by such Premier Employee under common law;

(viii)

neither Premier nor any Premier Subsidiary is party to any side letter or other written or oral material commitment with any Premier Employee or contractor; and

(ix)

all accruals for unpaid vacation pay, premiums for employment insurance, health premiums, pension benefit contributions, accrued wages, salaries and commissions and other Premier Employee benefits have been reflected in the books and records of Premier.

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3.2.26 Pension and Retirement Plans

Neither Premier nor any Premier Subsidiary sponsors or participates in any pension and/or retirement plan.

3.2.27 Real Property

Section 3.2.27 of the Premier Disclosure Letter sets forth a list of all real property owned by Premier and other than the real properties listed in that section, neither Premier nor a Premier Subsidiary owns, is party to or bound by or subject to any agreement, contract or commitment, or any option to purchase, any real or immovable property.

3.2.28 Leases and Leased Property

(a)

neither Premier nor any Premier Subsidiary is party to or bound by or subject to or has agreed to or become bound to enter into, any real or personal property lease, sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the Premier Leases described in Section 3.2.28(a) of the Premier Disclosure Letter, copies of which have been provided to DK prior to the date hereof. Premier and the Premier Subsidiaries occupy and have the exclusive right to occupy and use all immovable Premier Leased Property and have the exclusive right to use all movable Premier Leased Property.

(b)

Each of the Premier Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by Premier or the relevant Premier Subsidiary as lessee or sublessee and due and payable pursuant to each of the Premier Leases have been duly paid to date and Premier or such Premier Subsidiary is not otherwise in default in meeting its obligations under any of the Premier Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by Premier or such Premier Subsidiary or, to the knowledge of Premier, any other party to any of the Premier Leases and no party to any of the Premier Leases is claiming any such default or taking any action purportedly based upon any such default. The completion of the transactions contemplated herein will not, subject to obtaining any required consents set out in Section 3.2.28(b) of the Premier Disclosure Letter, afford any of the parties to any of the Premier Leases or any other Person the right to terminate any of the Premier Leases nor will the completion of the transactions contemplated herein result in any additional or more onerous obligation on any of Premier or any Premier Subsidiaries under any of the Premier Leases.

3.2.29 Insurance

(a)

Each of Premier or each Premier Subsidiary maintains insurance covering its property, assets and personnel and protecting its business, which constitute the Premier Business, against loss or damage on a basis that is comparable to the insurance maintained by reasonable Persons operating businesses similar to the Premier Business as heretofore carried on. Section 3.2.29(a) of the Premier Disclosure Letter sets forth a list of all insurance policies currently maintained by

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each of Premier and each Premier Subsidiary. Each of such insurance policies is valid and subsisting and in good standing, there is no default, whether as to the payment of premiums or otherwise, under any material term or condition of such insurance policies, and, to the knowledge of Premier, each Person which is an insured party under any of such insurance policies is entitled to all rights and benefits thereunder.

(b)

There are no pending claims under any such insurance policies. Neither Premier nor any Premier Subsidiary has failed to give any notice or present any claim under any such insurance policies in due and timely fashion. To the knowledge of Premier, no circumstances have occurred which might entitle any of Premier or a Premier Subsidiary to make a claim under any such insurance policies or which might be required under any such insurance policies to be notified to the insurers thereunder and no material claim under any of such insurance policies has been made by Premier or any Premier Subsidiary since the most recent Financial Year End.

(c)

Except as disclosed in Section 3.2.29(c) of the Premier Disclosure Letter, none of such insurance policies is subject to any premium in excess of the stipulated or normal rate. No notice of cancellation of, material increase of premiums under, non-renewal with respect to, or disallowance of any claim under, any such insurance policies has been received by any of Premier or a Premier Subsidiary.

3.2.30 Material Agreements

Except as disclosed as an exhibit to Premier's most recent 10-K filed with the SEC prior to the date hereof and any 10-Q or 8-K filed with the SEC subsequent thereto but prior to the date hereof and except for the Premier Material Agreements disclosed in Section 3.2.30 of the Premier Disclosure Letter, neither Premier nor any Premier Subsidiary is party to or bound by or subject to any of the following:

(a)

any exhibition, sales, advertising, public relations, agency, or management under which the obligations of exceeding $100,000 on an annual basis;

(b)

any continuing contract for the purchase of materials, supplies, equipment or services involving, in the case of any such contract, more than $100,000 over the life of the contract;

(c)

any contract that expires, or may be renewed at the option of any Person other than Premier or a Premier Subsidiary so as to expire, more than one year after the date of this Agreement;

(d)

any contract for capital expenditures in excess of $100,000 in the aggregate;

(e)

any confidentiality, secrecy or non-disclosure contract in respect of any potential Acquisition Proposal or outside the ordinary course of business;

(f)

any contract pursuant to which Premier or a Premier Subsidiary leases any real or personal property (including the Premier Leases), under which its obligations exceed $100,000, on an annual basis;

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(g)

any contract pursuant to which Premier or a Premier Subsidiary is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property under which its obligations exceed $100,000, on an annual basis;

(h)

any contract with any person with whom any of Premier or a Premier Subsidiary does not deal at Arm's Length;

(i)

any Guarantee;

(j)

any licence, sublicence or other agreement to which Premier or a Premier Subsidiary is a party (or by which it or any Premier Intellectual Property is bound or subject) and pursuant to which any Person (other than Premier Employees or independent contractors of Premier or a Premier Subsidiary for purposes of their employment or contract with Premier or a Premier Subsidiary, as applicable) has been or may be assigned, authorized to use, or given access to any Premier Intellectual Property, in each case, outside the ordinary course of business;

(k)

any employment contracts with Premier Employees and service contracts with independent contractors;

(l)

any agreement to indemnify, hold harmless or defend any other Person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the lack thereof other than any licence of Third Party Software that is not part of the Premier Intellectual Property and which relates to Software that is generally available to the public, in each case, outside the ordinary course of business; and

(m)

any other agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other commitment which is or would reasonably be expected to be material to the Premier Business, properties, assets, operations, condition (financial or otherwise) or prospects of Premier,

whether written or oral, and of any nature or kind whatsoever.

3.2.31 No Breach of Material Agreements

Each of Premier and each Premier Subsidiary have performed all of the material obligations required to be performed by it, and is entitled to all benefits under, and, to the knowledge of Premier, is not alleged to be in default in respect of, any Premier Material Agreement. Except as disclosed in Section 3.2.31 of the Premier Disclosure Letter, each of the Premier Material Agreements is in full force and effect, unamended, and there exists no material breach thereof or material default or event of material default or event, occurrence, condition or act with respect to Premier or a Premier Subsidiary or, to Premier's knowledge, with respect to the other contracting party or otherwise that, with or without the giving of notice, the lapse of time or the happening of any other event or conditions, would:

(a)

become a default or event of default under any Premier Material Agreement; or

(b)

result in the loss or expiration of any material right or option by Premier or a Premier Subsidiary (or the material gain thereof by any third party) under any Premier Material Agreement.

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Premier has delivered a true, correct and complete copy of each of the Premier Material Agreements to DK.

3.2.32 Legal Proceedings

Except as set out in Section 3.2.32 of the Premier Disclosure Letter, there are no actions, suits, claims, investigations or proceedings (whether private, governmental or otherwise, and whether or not purportedly on behalf of Premier or any Premier Subsidiary) in progress, pending, or to the knowledge of Premier, threatened, against or affecting Premier or any Premier Subsidiary (including actions, suits, investigations or proceedings against any of the directors, officers or employees of Premier or any Premier Subsidiary which relate to the Premier Business, affairs, assets or operations of Premier or any Premier Subsidiary), at law or in equity, or before or by any Tribunal. Except as set out in Section 3.2.32 of the Premier Disclosure Letter, there is no judgment, decree, injunction, ruling, order or award of any Tribunal outstanding against or affecting any of Premier or a Premier Subsidiary that has had or could have a Material Adverse Effect on the Premier Business. Except as set out in Section 3.2.32 of the Premier Disclosure Letter, Premier is not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success, and does not have any present plans or intentions to initiate any litigation, arbitration or other proceedings against any third party.

3.2.33 Tax Matters

(a)

Except in respect of the income tax return for the current taxation year (which return is not yet due), and any income tax return which is required to be filed as a result of or in connection with the transactions contemplated herein, each of Premier and each Premier Subsidiary has duly filed in the prescribed manner and within the prescribed time all Tax Returns required to be filed by it on or before the date hereof with any taxing or regulatory authority to which it is subject; such Tax Returns and the material accompanying such Tax Returns are accurate and complete in all material respects and Premier has provided to DK true and complete copies of all Tax Returns filed by each of Premier and each Premier Subsidiary.

(b)

Each of Premier and each Premier Subsidiary has paid all Taxes that are due and payable, and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments.

(c)

Except as set out in the Premier Financial Statements, and except for Taxes incurred in the ordinary course of the Premier Business or incurred or arising as a result of the transactions contemplated herein which Taxes are not yet due and payable, there are no Taxes or fines in respect of Taxes claimed by any Governmental Entity against any of Premier or any Premier Subsidiary or which are known to Premier or any Premier Subsidiary to be due and owing by Premier or any Premier Subsidiary and, to the knowledge of Premier, there are no pending or threatened reassessments by any Governmental Entity in respect of Taxes owing by Premier or any Premier Subsidiary, and there are no matters in dispute or under discussion with or any audits being conducted by any Governmental Entity

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relating to Taxes or fines in respect of Taxes asserted by such Governmental Entity against any of Premier or any Premier Subsidiary.

(d)

The Premier Financial Statements fully reflect accrued liabilities as at the Financial Year End for all Taxes.

(e)

Except as set out and described in Section 3.2.33(e) of the Premier Disclosure Letter, there are no actions, suits, investigations, audits or proceedings and no assessment, reassessment or request for information in progress, pending or, to the knowledge of Premier, threatened against or affecting any of Premier or a Premier Subsidiary in respect of Taxes nor are any issues under discussion with any taxing authority relating to any matters which could result in claims for additional Taxes or fines.

(f)

There are no agreements, waivers or other arrangements made by any of Premier or any Premier Subsidiary providing for an extension of time with respect to any assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by any of Premier or a Premier Subsidiary, or the provision of any documents or information currently under request by any Governmental Entity.

(g)

The books and records of Premier fairly and correctly set out and disclose, in all material respects, all liabilities and unclaimed input Tax credits under applicable Law. All financial transactions of Premier and each Premier Subsidiary have been accurately and completely recorded in the books and records of Premier and such Premier Subsidiary, respectively, for Tax purposes.

(h)

Except as set out in Section 3.2.33(h) of the Premier Disclosure Letter, each of Premier and each Premier Subsidiary has withheld the amount of all Taxes and other deductions required under any applicable Laws to be withheld from each payment made by it and has remitted all amounts withheld which are due and payable before the date hereof and all installments of Taxes which are due and payable before the date hereof to the relevant taxing or other authority within the time prescribed under any applicable Laws.

3.2.34 Compliance with Applicable Laws

Each of Premier and each Premier Subsidiary has conducted and is conducting its business in compliance in all material respects with all applicable Laws in each jurisdiction in which its business is carried on, is not in material breach of any of such Laws and is duly licenced or registered in each jurisdiction in which it owns or leases its property and assets or carries on its business, so as to enable the Premier Business to be carried on as now conducted and its property and assets to be so owned or leased. Except as set out in Section 3.2.34 of the Premier Disclosure Letter Premier or each Premier Subsidiary, as applicable, has all material licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or similar type) necessary to carry on the Premier Business as presently conducted or to own or use any of the assets currently utilized or required to be utilized by any of Premier or a Premier Subsidiary in connection with the Premier Business (the "Premier Licences"). Premier or each Premier Subsidiary, as applicable, has all Premier Licences, and there are no other licences, permits, approvals, consents, certificates, registrations, or authorizations necessary to carry on the Premier Business as presently carried on or to own or lease any of the property

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or the assets utilized by any of Premier or a Premier Subsidiary except where the lack of grant of such to Premier or a Premier Subsidiary would not have a Material Adverse Effect on the Premier Business. Each Premier Licence is valid and subsisting and in good standing and, to the knowledge of Premier, there is no default or breach of any Premier Licence and, to the best of the knowledge of Premier, no proceeding is pending or threatened to revoke or limit any Premier Licence. No Premier Licence contains any burdensome term, provision, condition or limitation which has or could have a Material Adverse Effect on Premier or the Premier Business, and except as set out in Section 3.2.34 of the Premier Disclosure Letter, requires the consent, approval, permit or acknowledgement of any Person in connection with the completion of the transactions herein contemplated.

3.2.35 Consents and Approvals

Except for the Applicable Regulatory Approvals there is no requirement for Premier or, to the best of its knowledge, any other party to make any filing with, give any notice to or to obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Entity, including without limitation, any such filing or notice or obtaining of any licence, permit, certificate, registration, authorization, consent or approval under the Titanic Covenants and Conditions or any of the Titanic Documents as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licences, permits, certificates, registrations, consents and approvals which relate solely to the identity of DK or which are of a purely administrative nature and could be completed or obtained without adverse effect on Premier or the Premier Business immediately after the Effective Date.

3.2.36 No Business Restrictions

Except as set out and disclosed in Section 3.2.36 of the Premier Disclosure Letter, there is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which any of Premier or a Premier Subsidiary is a party or which is otherwise binding upon Premier or a Premier Subsidiary which has or reasonably could be expected to have the effect of prohibiting or impairing any business practice of Premier or a Premier Subsidiary, any acquisition of property (tangible or intangible) by any of Premier or a Premier Subsidiary or the conduct of the Premier Business by any of Premier or a Premier Subsidiary, as currently conducted or proposed to be conducted by Premier or a Premier Subsidiary. Without limiting the foregoing, except as set out and disclosed in Section 3.2.36 of the Premier Disclosure Letter, neither Premier nor any Premier Subsidiary has entered into any agreement under which it is restricted from conducting its respective aspect of the Premier Business in any geographic area, during any period of time or in any segment of the market.

3.2.37 Environmental Matters

None of Premier or any Premier Subsidiary is in material violation of any applicable Laws relating to the environment and no material expenditures are or, to the knowledge of Premier, will be required in order to comply with such existing Laws. Each of Premier and each Premier Subsidiary possess all necessary environmental licences, permits, approvals, consents, certificates, registrations and other authorizations in order for it to conduct the Premier Business in material compliance with applicable Laws relating to the environment. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or for any of Premier or any Premier Subsidiary or, to the knowledge of Premier, by or for any other Person with respect to any Premier Leased Property or any real property previously owned, leased, occupied or used by Premier or a Premier Subsidiary while Premier or such Premier Subsidiary has occupied such properties.

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3.2.38 Condition and Sufficiency of Assets

All moveable property, including without limitation the Premier Exhibitions Assets, facilities, machinery and equipment owned or used by each of Premier and each Premier Subsidiary in connection with the Premier Business are in good operating condition and in a state of good repair and maintenance, reasonable wear and tear excepted. Each of Premier and each Premier Subsidiary owns or leases all of the property and assets (excluding Intellectual Property, which is dealt with in Section 3.2.39 below) used in or necessary for the conduct of the Premier Business as it is currently being conducted with good and marketable title to all property and assets which are owned by it, free and clear of any and all Encumbrances other than as set out in Section 3.2.38 of the Premier Disclosure Letter.

3.2.39 Intellectual Property

Representations with respect to Premier Intellectual Property

(a)

Section 3.2.39(a) of the Premier Disclosure Letter includes a description of:

(i)

all material Intellectual Property (including, without limitation, Software) that is owned by any of Premier or a Premier Subsidiary or that is used by any of Premier or a Premier Subsidiary under a licence from another Person (together with a description of the applicable licence) and is necessary for or used in the Premier Business (expressly excluding licences entered into in the ordinary course of business and licences for standard software not specifically created for Premier or a Premier Subsidiary); and

(ii)

all Premier Registered Intellectual Property,
(collectively, the "Premier Intellectual Property").

(b)

The Premier Intellectual Property comprises all Intellectual Property that is:

(i)

materially necessary to the conduct of the Premier Business; or

(ii)

material to the conduct of the Premier Business, the failure to own or to have the right to use would have a Material Adverse Effect on Premier.

(c)

Except as set out in Section 3.2.39(c) of the Premier Disclosure Letter, each item of Premier Intellectual Property is solely and exclusively owned by Premier or a Premier Subsidiary free and clear of any Encumbrances or co ownership interests or is licenced to Premier or a Premier Subsidiary under an existing written or electronic licence agreement that remains in force and which grants sufficient rights to permit Premier or a Premier Subsidiary to use such Intellectual Property in the manner necessary to carry on the Premier Business.

(d)

Premier or a Premier Subsidiary owns, solely and exclusively, any copyright that subsists in the Premier Intellectual Property other than the copyright that subsists in any Third Party Software or other works, provided that such Third Party Software and other works are licenced to Premier or a Premier Subsidiary under a written or electronic licence agreement that is identified in Section 3.2.39(d) of the Premier Disclosure Letter and which has been provided to DK, or are in the public domain.

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(e)

To the extent that any of the Premier Intellectual Property that is licenced by Premier or a Premier Subsidiary incorporated in or embedded in the Premier Exhibition Assets, Premier or the relevant Premier Subsidiary (both the licensor and user) have complied with all of the material terms and conditions contained in the licence agreements applicable to such Premier Intellectual Property and neither Premier nor any Premier Subsidiary has received notice of and is not aware of any material breaches, claims or disputes under such agreements. Neither Premier nor any Premier Subsidiary is aware of nor has it received notice of any breach by any customer or end user under any agreement applicable to the use of the Premier Intellectual Property.

(f)

Except as set out in Section 3.2.39(f) of the Premier Disclosure Letter, neither Premier nor any Premier Subsidiary has transferred or assigned ownership of or granted any licence or right to any Person to copy, make, use, exploit, or authorize the retention of any rights to copy, make, use or exploit any Premier Intellectual Property.

(g)

Each item of Premier Registered Intellectual Property is, to the knowledge of Premier, valid and subsisting. All necessary registration, maintenance, renewal fees, annuity fees and Taxes in connection with the Premier Registered Intellectual Property have been paid and all necessary documents and certificates in connection with the Premier Registered Intellectual Property have been filed with the relevant patent, copyright, trade-mark or other authorities in the jurisdictions in which such Registered Intellectual Property is registered, as the case may be, for the purposes of maintaining such Registered Intellectual Property. Other than the Premier Registered Intellectual Property, no registrations or filings with any Governmental Entity have been made with respect to the Premier Intellectual Property.

(h)

Except as set out in Section 3.2.39(h) of the Premier Disclosure Letter, no royalty or other fee in respect of the Premier Intellectual Property is required to be paid by any of Premier or a Premier Subsidiary to any other Person in relation to the sale or licensing of any of the Premier Intellectual Property.

General Representations with respect to Intellectual Property

(i)

To the knowledge of Premier, each of Premier and each Premier Subsidiary own or has the valid right to use all trade-marks, service marks, and trade names used by it (including those described as Premier Registered Intellectual Property) in connection with its business, including, without limitation, the Premier Business.

(j)

Section 3.2.39(j) of the Premier Disclosure Letter sets out all contracts, licences and agreements between each of Premier and each Premier Subsidiary and any other Person wherein or whereby a Premier or a Premier Subsidiary has or may have agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or Liability or provide a right of rescission with respect to the infringement or misappropriation by Premier or such Premier Subsidiaries or such other Person of any Intellectual Property Rights owned by any Person other than Premier or a

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Premier Subsidiary (and copies of substantially all of same have been provided to DK), other than any non-material licenses entered into within the ordinary course of business or licenses of Third Party Software which are granted for Software that is generally available to the public.

(k)

Except as set out in Section 3.2.39(k) of the Premier Disclosure Letter, there are no contracts, licences or agreements between Premier or a Premier Subsidiary and any other Person with respect to Premier Intellectual Property under which there is any material dispute known to Premier regarding the scope of such contract, licence or agreement, or performance under such contract, licence or agreement, including with respect to any payments to be made or received by any of Premier or a Premier Subsidiary thereunder.

(l)

To the knowledge of Premier, no Person is infringing or misappropriating any Premier Intellectual Property provided that in the case of Third Party Software or other third party Intellectual Property, Premier represents only that it has not received notice of and is not actually aware of any claims or threatened claims that such Third Party Software or other third party Intellectual Property, is being infringed or has been misappropriated. Subject to the foregoing proviso, Premier has no knowledge of any past infringement or misappropriation of any Premier Intellectual Property.

(m)

Each of Premier and each Premier Subsidiary have taken commercially reasonable steps to protect and maintain the confidentiality of the trade secrets and other confidential information in the Premier Intellectual Property and in any Intellectual Property provided by any other Person to any of Premier or any Premier Subsidiary.

(n)

None of the Premier Intellectual Property is subject to any actions or proceedings (whether pending or, to the best of Premier's knowledge, threatened) or any outstanding decree, order or judgment that restricts in any manner the use, transfer or licencing thereof by any of Premier or any Premier Subsidiary or that may affect the validity, use or enforceability of the same.

3.2.40 PersonalInformation

(a)

Each of Premier and each Premier Subsidiary have a written privacy policy which governs its collection, use and disclosure of Personal Information of any Premier Employee of the Premier Business and, since the date of adoption of such privacy policy, each of Premier and each Premier Subsidiary is in compliance in all material respects with such privacy policy.

(b)

There has not been any, and as of the date hereof, there is no complaint, investigation, proceeding or action completed, resolved, pending, or to the knowledge of Premier, threatened against or involving in any way Premier or a Premier Subsidiary or the Premier Business under or in relation to any personal privacy laws and regulations that apply to Premier, any Premier Subsidiary or the Premier Business, including wherever Premier has/holds exhibits.

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3.2.41 Advisory Fees

Except as set out in Section 3.2.41 of the Premier Disclosure Letter, and except for the accountants and lawyers of Premier retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Premier or any Premier Subsidiary, or any of its directors, officers or shareholders who might be entitled to any fee, commission, bonus or reimbursement of expenses from any of Premier or a Premier Subsidiary upon entry into or the consummation of the transactions contemplated by this Agreement.

3.2.42 Other Negotiations; Brokers; Third Party Expenses

(a)

None of the Premier or any Premier Subsidiary, nor to the knowledge of Premier, any of their respective directors or officers (nor any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of them or at any of their direction):

(i)

has entered into any agreement that conflicts with any of the transactions contemplated by this Agreement; or

(ii)

has entered into any agreement or had any discussions with any Person regarding any transaction involving any of Premier or a Premier Subsidiary or any material asset of Premier or a Premier Subsidiary which could reasonably be expected to result in any of Premier or a Premier Subsidiary, or any of the officers, directors, employees, agents or shareholders of any of them being subject to any claim for Liability to such Person as a result of entering into this Agreement or consummating the transactions contemplated hereby.

(b)

Section 3.2.42(b) of the Premier Disclosure Letter lists all agreements with respect to, and a reasonable estimate of all Third Party Expenses which are reasonably expected to be incurred by Premier or any Premier Subsidiary in connection with the negotiation and implementation of the terms and conditions of this Agreement and the transactions contemplated hereby.

3.2.43 Disclosure

The representations and warranties of Premier contained in this Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement, including the Premier Disclosure Letter, are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained in such representations and warranties not misleading to DK or the DK Securityholders.

3.2.44 Approval of Merger

The board of directors of Premier has determined:

(a)

that the Merger and the transactions contemplated under this Agreement are fair to and in the best interests of the Premier Shareholders as a whole and are in the best interests of Premier; and

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(b)

to recommend that the Premier Shareholders vote in favour of the Premier Shareholders' Resolution.

3.3 Representations and Warranties of the DK Securityholders

3.3.1 Bao Representations

Bao hereby represents and warrants to and in favour of Premier and, Exchangeco as follows and acknowledges that Premier and Exchangeco are relying on such representations and warranties in connection with the matters contemplated by this Agreement:

(a)

Bao is the registered and beneficial owner of 3,325 DK Common Shares and 336 DK Preferred Shares.

(b)

Bao owns the DK Shares set out in Section 3.3.1(a) free and clear of Encumbrances and any other rights of others and has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the DK Shares owned by him to Exchangeco free and clear of all Encumbrances and any other rights of others.

(c)

Bao does not own any shares in the capital of DK other than as set out in Section 3.3.1(a).

(d)

the DK Shares held by Bao have not been previously assigned and are not subject to any voting trust.

(e)

Bao is not a non-resident of Canada for the purposes of the ITA.

(f)

Bao is not a party to or bound by or subject to any agreement, contract or commitment with any entity doing business with DK or any DKSub, including Macau Legends or its affiliates or PacBridge Capital Partners or its affiliates, from which Bao derives a financial interest or other benefit as a result of DK or a DKSub doing business with such entities.

3.3.2 Brenner hereby represents and warrants to and in favour of Premier and Exchangeco as follows and acknowledges that Premier and Exchangeco are relying on such representations and warranties in connection with the matters contemplated by this Agreement:

(a)

Brenner is the registered and beneficial owner of 475 DK Common Shares.

(b)

Brenner owns the DK Common Shares set out in Section 3.3.2(a) free and clear of Encumbrances and any other rights of others and has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the DK Shares owned by her to Exchangeco free and clear of all Encumbrances and any other rights of others.

(c)

Brenner does not own any shares in the capital of DK other than as set out in Section 3.3.2(a).

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(d)

The DK Common Shares held by Brenner have not been previously assigned and are not subject to any voting trust.

(e)

Brenner is not a non-resident of Canada for the purposes of the ITA.

3.4 Non-Waiver

No investigations made by or on behalf of any of the Parties at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any other Party herein or pursuant hereto, unless disclosure of the fact at issue is expressly made in writing in this Agreement, including the DK Disclosure Letter (in the case of DK or any DK Subsidiary) and the Premier Disclosure Letter (in the case of Premier or any Premier Subsidiary) prior to the execution hereof and such disclosure contains no material untrue statement. Notwithstanding anything else in this Agreement, the DK Disclosure Letter or the Premier Disclosure Letter, any matter disclosed or described in any appropriate representation or warranty of DK or Premier contained in this Agreement or in any appropriate section of the DK Disclosure Letter or the Premier Disclosure Letter shall be deemed to have been disclosed and described in all related representations and warranties of DK, the DK Securityholders or Premier or Exchangeco, as applicable, and Sections of the DK Disclosure Letter and Premier Disclosure Letter, as applicable.

3.5 Survival

For greater certainty, the representations and warranties of DK, the DK Securityholders, Premier and Exchangeco, as applicable, contained herein shall survive the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby but shall terminate on the termination of this Agreement in accordance with its terms.

4.0 COVENANTS

4.1 Retention of Goodwill and Assets

During the Pre-Effective Date Period, each of the Premier and DK will, and will cause each of their respective Subsidiaries to, subject to the Merger and related transactions are contemplated hereby, continue to carry on the Premier Business and the DK Business, respectively, in the ordinary course of business, working to preserve the attendant goodwill and assets of Premier and DK, respectively and their respective Subsidiaries to contribute to retention of that goodwill and assets to and after the Effective Date. The following provisions of this Section 4.0 are intended to be in furtherance of this general commitment, subject to the Merger and related transactions contemplated hereby.

4.2 Covenants of DK

DK covenants and agrees that, until the Effective Date or the earlier termination of this Agreement in accordance with Section 6.0, except with the consent of Premier with respect to any deviation therefrom or with respect to any matter contemplated by this Agreement, DK will and will cause each DKSub to:

(a)

perform all obligations required or desirable to be performed by DK or a DKSub under this Agreement and to do all such other acts and things as may be

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necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, to:

(i)

apply for and use all reasonable efforts to obtain all Applicable Regulatory Approvals set out in Appendix 2 and, in doing so, to keep Premier reasonably informed as to the status of the proceedings relating to obtaining the Applicable Regulatory Approvals, including providing Premier with copies of all related applications and notifications, in draft form, sufficiently in advance of filing in order for Premier to provide its reasonable comments thereon;

(ii)

use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on DK with respect to the transactions contemplated hereby;

(iii)

until the Effective Date, defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(iv)

use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to DK or any DK Sub which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby;

(v)

on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from DK and each DK Sub relating to the transactions contemplated herein;

(vi)

in connection with the Merger and other transactions contemplated herein, use its reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by DK from other parties pursuant to the DK Material Agreements or as set out in the DK Disclosure Letter;

(vii)

use all reasonable efforts to cause the Registration Rights Shareholders' Agent to execute, on or before the Effective Date, the Registration Rights Agreement and, in the event that the Registration Rights Shareholders' Agent has not executed the Registration Rights Agreement by the Effective Date, DK shall identify a person who is acceptable to Premier, acting reasonably, to act as agent for and on behalf of the DK Securityholders under the Registration Rights Agreement and to cause such replacement to execute the Registration Rights Agreement on or before the Effective Date;

(viii)

deliver to Premier, not less than 10 Business Days prior to the Effective Date, a certificate duly executed by the sole director and one officer of DK setting forth the aggregate number of DK Shares issued and outstanding as at the date of such certificate (which shall also be the number of such shares outstanding as at the Effective Date), and certifying that there are no further rights, agreements or arrangements of any nature or kind then outstanding for the acquisition of further DK Shares, or securities convertible into or exchangeable for DK Shares;

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(b)

not, notwithstanding any other provision of this Agreement (including the Exhibits hereto and the DK Disclosure Letter), allot, issue or grant any DK Shares or other securities convertible into or exchangeable for DK Shares, or enter into any agreements or arrangements relating thereto, to or with any Person or for any reason;

(c)

not split, combine or reclassify any of the outstanding DK Shares, nor declare or pay any dividends on or make any other distributions (in either case, in stock or property) on or in respect of the outstanding DK Shares;

(d)

not amend its articles or notice of articles or by-laws, as applicable;

(e)

not allot, reserve, set aside or issue, authorize or propose the allotment, reservation, setting aside or issuance of, or purchase or redeem or propose the purchase or redemption of, any shares in its capital stock or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities;

(f)

not reorganize, amalgamate or merge DK or any DKSub with any other Person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets of or otherwise, any business of any Person;

(g)

not loan any money, guarantee the payment of indebtedness or incur indebtedness for money borrowed or issue or sell any Debt Instrument;

(h)

not enter into or modify any employment, severance, collective bargaining or other DK Employee Benefit Plans, policies or arrangements with, or grant any bonuses, salary increases, stock options, pension or supplemental pension benefits, profit sharing, retirement allowances, deferred compensation, incentive compensation, severance or termination pay to, or make any loan to, any officers, directors or employees of DK or any DKSub;

(i)

not, except in the ordinary course of business:

(i)

satisfy or settle any claims or Liabilities prior to the same being due (except such as have been reserved against in the DK Financial Statements) which are, individually or in the aggregate, material; or

(ii)

grant any waiver, exercise any option or relinquish any contractual rights which are, individually or in the aggregate, material;

(j)

use its reasonable commercial efforts to cause its current insurance (or re insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

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(k)

not settle or compromise any claim brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement prior to the Effective Date;

(l)

not enter into any material contract, agreement, licence, franchise, lease transaction, commitment or other right or obligation or amend, modify, relinquish, terminate or fail to renew in any material respect any DK Material Agreement;

(m)

not acquire or sell, pledge, encumber or otherwise dispose of any material property or assets;

(n)

except as discussed in the operating budget of DK for the financial year ending December 31 2015, not incur or commit to incur capital expenditures prior to the Effective Date;

(o)

not make any changes to existing accounting practices relating to DK, except as required by applicable Law or required by Canadian generally accepted accounting principles or make any material tax election inconsistent with past practice;

(p)

promptly advise Premier in writing:

(i)

of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of DK contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the date of this Agreement), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect;

(ii)

of any Material Adverse Change in respect of DK; and

(iii)

of any breach by DK of any covenant or agreement contained in this Agreement;

(q)

not adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation, reorganization or winding-up of DK or any DKSub or reorganize, amalgamate or merge DK or any DKSub with any other Person;

(r)

use, and causing its Subsidiaries to use, commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under this Agreement to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Merger; and

(s)

not take any action, refrain from taking any reasonable action, or permitting any action to be taken or reasonable action to not be taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the completion of the Merger or to prevent or materially delay the completion of the transactions contemplated by this Agreement or any Applicable Regulatory Approval, in each case, except as specifically permitted by this Agreement..

4.3 Covenants of Premier

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Premier covenants and agrees that, until the Effective Date or the earlier termination of this Agreement in accordance with Section 6.0, except with the consent of DK with respect to any deviation therefrom or with respect to any matter contemplated by this Agreement, and with respect to the DK Investor Group Financing and the assumption, modification or repayment of the Pentwater Loan, Premier will and will cause each Premier Subsidiary to:

(a)

carry on the Premier Business substantially in accordance with the Premier Business Plan other than changes as a result of the Merger and use all reasonable commercial efforts to, to the extent it has the financial resources to do so, to preserve intact its present business organization and keep available the services of its present officers and employees and others having business dealings with it to the end that its goodwill and business shall be maintained;

(b)

not commence to undertake a substantial or unusual expansion of its business facilities or an expansion that is not contemplated in the Premier Business Plan;

(c)

not split, combine or reclassify any of the outstanding Premier Shares, nor declare or pay any dividends on or make any other distributions (in either case, in stock or property) on or in respect of the outstanding Premier Shares;

(d)

not amend its articles or by-laws;

(e)

(f)

not, whether through its board of directors or otherwise, accelerate, or permit to be accelerated, the vesting of any unvested options to acquire Premier Shares or otherwise amend, vary or modify, or take any other action under any Premier stock option plan, stock appreciation plan, deferred stock plan or other similar incentive arrangement;

(g)

not acquire or agree to acquire any Premier Shares or other of its outstanding securities, whether by public or private transaction, or otherwise;

(h)

not loan any money, guarantee the payment of indebtedness or incur indebtedness for money borrowed or issue or sell any Debt Instruments;

(i)

not enter into or modify any employment, severance, collective bargaining or other Premier Employee Benefit Plan, policies or arrangements with, or grant any bonuses, salary increases, stock options, pension or supplemental pension benefits, profit sharing, retirement allowances, deferred compensation, incentive compensation, severance or termination pay to, or make any loan to, any officers, directors or employees of Premier;

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(j)

not, except in the ordinary course of business:

(i)

satisfy or settle any claims or Liabilities prior to the same being due (except such as have been reserved against in the Premier Financial Statements the Premier Interim Financial Statements or the Monthly Financial Statements) which are, individually or in the aggregate, material; or

(ii)

grant any waiver, exercise any option or relinquish any contractual rights which are, individually or in the aggregate, material;

(k)

(l)

(m)

(n)

not acquire or sell, pledge, encumber or otherwise dispose of any material property or assets;

(o)

not incur or commit to incur capital expenditures prior to the Effective Date;

(p)

not make any changes to existing accounting practices relating to Premier, except as required by applicable Law or required by United States generally accepted accounting principles or make any material tax election inconsistent with past practice;

(q)

promptly advise DK in writing:

(i)

of any event occurring subsequent to the date of this Agreement, other than in the ordinary course of business, that would render any representation or warranty of Premier contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the date of this Agreement), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect;

(ii)

of any Material Adverse Change in respect of Premier or RMSTI; and

(iii)

of any breach by Premier of any covenant or agreement contained in this Agreement;

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(r)

to perform all obligations required or desirable to be performed by it under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to:

(i)

apply for and use all reasonable efforts to obtain all Applicable Regulatory Approvals referred to in Appendix 2, and, in doing so, to keep DK reasonably informed as to the status of the proceedings related to obtaining such order and the Applicable Regulatory Approvals, including providing DK with copies of all related applications and notifications, in draft form, sufficiently in advance of filing in order for DK to provide its reasonable comments;

(ii)

use reasonable efforts to cause to be voted in favour of the Premier Shareholders' Resolution at the Premier Special Meeting all proxies granted to officers of Premier under the Principal Shareholder Voting Agreements or otherwise, to the maximum extent that such officers are authorized or permitted to do so under such proxies and under applicable Law;

(iii)

until the Effective Date defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(iv)

use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to any of Premier or a Premier Subsidiary which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby;

(v)

on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from Premier or its Subsidiaries relating to the transactions contemplated herein;

(vi)

reserve a sufficient number of Premier Shares for issuance upon (A) the Merger (B) the exchange from time to time of Exchangeable Shares (C) conversion of the Amended and Restated Pentwater Note and (D) under the Success Payment Agreement; and

(vii)

use all reasonable efforts to obtain authorization for listing on the NCM of the Premier Shares issuable: (A) under the Merger, (B) upon exchange of the Exchangeable Shares from time to time, (C) on conversion of the Amended and Restated Pentwater Note, and (D) under the Success Payment Agreement;

(s)

in connection with the consummation of the transactions contemplated hereby to use its reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by Premier or its Subsidiaries from other parties to loan agreements, leases, licences or other contracts;

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(t)

until the Effective Date or the earlier termination of this Agreement in accordance with Section 6.0, except (x) with the consent of DK to any deviation therefrom which shall not be unreasonably withheld; or (y) with respect to any matter contemplated by this Agreement, Premier will:

(i)

not make any changes to existing accounting practices related to Premier, except as permitted or required by a change in United States generally accepted accounting practices or by applicable Law;

(ii)

not reorganize, amalgamate or merge Premier with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities of or substantially all of the assets of or otherwise, any business or Person which acquisition would reasonably be expected to materially delay the transactions contemplated hereby; and

(iii)

not take any action that could result in the Premier Shares being delisted, cease traded or suspended from the NCM;

(u)

make all arrangements for (A) the issuance of Exchangeable Shares, the Premier Shares and the Premier Merger Shares required to be issued as contemplated pursuant to this Agreement (B) the issuance of Premier Shares: (i) issuable upon the exchange from time to time of Exchangeable Shares (ii) on conversion of the Amended and Restated Pentwater Note and (iii) under the Success Payment Agreement;

(v)

use its reasonable commercial efforts to obtain the Principal Shareholder Voting Agreements for each Principal Shareholder;

(w)

not adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation, reorganization or winding-up of Premier or any Premier Subsidiary or reorganize, amalgamate or merge Premier or any Premier Subsidiary with any other person;

(x)

use, and causing its subsidiaries to use, commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under this Agreement to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Merger; and

(y)

(z)

after the Effective Date Premier shall file, or cause to be filed, all necessary tax filings or returns relating to the Merger for and on behalf of DK and any DKSub.

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4.4 Applications for Regulatory Approvals

Each of DK and Premier covenants and agrees to use all reasonable efforts required to apply for and obtain the Applicable Regulatory Approvals, and shall proceed diligently with respect to such applications, in a coordinated and expeditious manner.

4.5 Section 85 Elections

Exchangeco will execute and return to each DK Securityholder who so requests, an election pursuant to Section 85 of the ITA and any applicable provincial legislation in respect of any Elected Share transferred to Exchangeco and such DK Securityholder will be entitled to specify such elected amount as it wishes in such election, provided that (a) such amount is within the limits prescribed by Section 85 of the ITA and any applicable provincial legislation; and (b) such DK Securityholder provides two completed and signed copies of the appropriate tax election form to Exchangeco no later than 90 days after the Effective Date. Upon any DK Securityholder complying with the foregoing conditions, Exchangeco will execute the completed election form received from such DK Securityholder and return such form by registered mail or courier to such DK Securityholder within 30 days of its receipt thereof. The DK Securityholders will be solely responsible for the preparation of the foregoing election forms, and for the filing of such forms with the appropriate Governmental Entity. Exchangeco shall not be responsible or liable in any manner whatsoever for the content, effect, proper completion or timely filing of any such forms with the appropriate Government Entity, but will cooperate reasonably with the DK Securityholders in executing such forms in a timely manner, including providing such information within Premier's possession as is reasonably required by the DK Securityholders to complete such forms.

4.6 Covenants Regarding Non-Solicitation

4.6.1 Subject to Section 4.7, during the Pre-Effective Date Period neither Premier nor Exchangeco shall and Premier shall cause each of the Premier Subsidiaries to not, directly or indirectly, through any officer, director, employee, representative or agent of Premier or any Premier Subsidiary:

(a)

solicit, initiate, knowingly facilitate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding or which could reasonably be expected to lead to an Acquisition Proposal;

(b)

participate in any activities, discussions or negotiations regarding or which could reasonably be expected to lead to any Acquisition Proposal;

(c)

(i) withdraw or modify in a manner adverse to DK the approval of the board of directors of Premier the transactions contemplated hereby; (ii) authorize, adopt, approve, recommend or otherwise publicly declare advisable, an Acquisition Proposal, (iii) fail to announce publicly within 10 Business Days after a tender offer or exchange offer relating to the securities of Premier shall have been commenced that the board of directors of Premier recommends rejection of such tender or exchange offer, or (iv) make any other public statement of the board of directors of Premier or a committee thereof that is inconsistent with the approval of the board of directors of Premier of the transactions with DK contemplated hereby;

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(d)

furnish any non-public information relating to Premier or any of its Subsidiaries, or afford access to the books or records or representatives of Premier or any of its Subsidiaries, to any Person that, to Premier's or such Premier Subsidiary's knowledge, is seeking to or may make, or has made, an Acquisition Proposal;

(e)

approve or recommend any Acquisition Proposal; or

(f)

enter into any agreement, arrangement or understanding, or any letter of intent related to any Acquisition Proposal.

Notwithstanding the preceding part of this Section 4.6.1 and any other provision of this Agreement, nothing shall prevent the board of directors of Premier prior to the approval of the Premier Shareholders' Resolution by the Premier Shareholders from: (i) contacting a Person making such Acquisition Proposal solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation as to determine whether such Acquisition Proposal is or is reasonably likely to lead to a Superior Proposal; and (ii) considering, participating in any discussions or negotiations, or entering into a confidentiality agreement (which shall contain terms no less restrictive than the corresponding terms contained in the Confidentiality Agreement) and providing information pursuant to Section 4.6.3, regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.6 and that the board of directors of Premier determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to result in a Superior Proposal; provided, however, that prior to taking such action, the board of directors must deliver one day's advance written notice of its intent to take such action to DK (which notice shall include a summary of the material terms of the Acquisition Proposal and any related written agreements) and shall have determined, after consulting with its outside legal counsel, that failure of the board of directors of Premier to take such action would be inconsistent with its fiduciary duties. Premier shall not, and shall cause each Premier Subsidiary not to, consider, negotiate, accept or recommend an Acquisition Proposal after the approval of the Premier Shareholders' Resolution by the Premier Shareholders. Each of Premier and Exchangeco shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it to, and Premier shall cause each Premier Subsidiary to and to cause its officers, directors and employees and any financial advisors or other advisors, representatives or agent retained by such Premier Subsidiary to, immediately upon execution of this Agreement to cease all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal.

4.6.2 Premier shall promptly notify DK, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Premier or any Premier Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Premier or any Premier Subsidiary by any Person that informs Premier or any Premier Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact and provide such other details of the proposal, enquiry or contact as DK may reasonably request. Premier shall:

(a)

keep DK fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and

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(b)

provide to DK as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Premier or any Premier Subsidiary from any Person in connection with any Acquisition Proposal or sent or provided by Premier or any Premier Subsidiary to any Person in connection with any Acquisition Proposal.

4.6.3 If Premier receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Premier is permitted, as contemplated under the second sentence of Section 4.6.1, to negotiate the terms of such Acquisition Proposal, then, and only in such case, the board of directors of Premier may, subject to the execution by such Person of a confidentiality agreement (which shall contain terms no less restrictive than the corresponding terms contained in the Confidentiality Agreement) provide such Person with access to information regarding Premier; provided, however, that the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not any material amendment thereto) and provided further that Premier sends a copy of any such confidentiality agreement to DK promptly upon its execution and concurrently provides DK with a list of or copies of the information provided to such Person and access to similar information to which such Person was provided.

4.6.4 Premier shall ensure that it and each of the Premier Subsidiaries and each of its and the Premier Subsidiaries' officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.6, and it shall be responsible for any breach of this Section 4.6 by any such Person.

4.7 Notice by Premier of Superior Proposal Determination

4.7.1 Notwithstanding Sections 4.6.1, 4.6.2 and 4.6.4, Premier may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal if, and only if:

(a)

it has complied with its obligations under Section 4.6;

(b)

five (5) Business Days shall have elapsed from the later of the date DK received written notice advising DK that Premier's board of directors has resolved, subject only to compliance with this Section 4.7 and termination of this Agreement, to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the Person making such Superior Proposal, and the date DK received a copy of such Superior Proposal; and

(c)

it has previously or concurrently will have:

(i)

paid to DK the Break Fee, if any, payable under Section 6.4; and

(ii)

terminated this Agreement pursuant to Section 6.3.

4.7.2 Any information provided by Premier to DK pursuant to this Section 4.7 or pursuant to Section 4.6 shall constitute "Information" under Section 4.8.1.

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4.7.3 During such five (5) Business Day period, Premier agrees that DK shall have the right, but not the obligation, to offer to amend the terms of this Agreement. The board of directors of Premier will review any offer by DK to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether DK's offer upon acceptance by Premier would result in such Superior Proposal ceasing to be a Superior Proposal. If the board of directors of Premier so determines, it will enter into an amended agreement with DK reflecting DK's amended proposal and immediately press release its approval of the transactions contemplated by the DK amended proposal and the recommendation to the Premier Shareholders with respect thereto. If the board of directors of Premier continues to believe, in good faith and after consultation with financial advisors and outside legal counsel, that such Superior Proposal remains a Superior Proposal and therefor rejects DK's amended proposal, Premier may terminate this Agreement pursuant to Section 6.3.3(d); provided, however, that Premier must concurrently therewith pay to DK the Break Fee, payable to DK under Section 6.4. Premier acknowledges and agrees that payment of the Break Fee, payable under Section 6.4 is a condition to valid termination of this Agreement under Section 6.3.3(d) and this Section 4.7.

4.7.4 Premier also acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Section 4.7.1(b) to initiate an additional five (5) Business Day notice period.

4.8 Access to Information

4.8.1 Without limiting the Confidentiality Agreement, each of Premier and DK acknowledges that certain information to be provided to it prior to the execution of this Agreement will be confidential, non-public and/or proprietary in nature (the "Information"). Except as permitted below, each of Premier and DK will keep the Information provided to it by the other or the other's Representatives confidential and will not, without the prior written consent of the other, disclose it, in any manner whatsoever, in whole or in part, to any other Person, and will not use it for any purpose other than to evaluate the transactions contemplated by this Agreement. Each of Premier and DK will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby and to control the copies, extracts or reproductions made of the Information. The Information may be provided to the Representatives of each of Premier and DK who require access to the same to assist it in proceeding in good faith with the transactions contemplated by this Agreement, and whose assistance is required for such purposes, provided that it has first informed such Representatives to whom Information is provided that the Representative has the same obligations, including as to confidentiality, restricted use and otherwise, that it has with respect to such Information. This provision shall not apply to such portions of the Information that:

(a)

are or become generally available to the public otherwise than as a result of disclosure by a Party or its Representatives;

(b)

become available to a Party on a non-confidential basis from a source other than, directly or indirectly, the other Party or its Representatives, provided that such source is not, to the knowledge of the first Party, upon reasonable enquiry, prohibited from transmitting the Information by a contractual, legal or fiduciary obligation;

(c)

were known to a Party or were in its possession on a non-confidential basis prior to being disclosed to it by the other Party or by someone on its behalf; or

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(d)

are required by applicable Laws or court order to be disclosed, provided that if a Party or any of its representatives (the "Compelled Party") is required to disclose any such information, the Compelled Party gives the other Parties (the "Other Parties") prior written notice of such disclosure as soon as practicable, so that the Other Parties will have an opportunity to seek a protective order or to take other appropriate action.

4.8.2 Where this Agreement is terminated for any reason then all Information of the disclosing Party (including all paper and electronic copies thereof) shall be immediately returned to the disclosing Party or destroyed as directed by the disclosing Party.

4.8.3 The provisions of this Section 4.8 shall survive the termination of this Agreement.

4.8.4 The Parties acknowledge that certain Information may be competitively sensitive and that disclosure thereof shall be limited to that which is reasonably necessary for the purpose of:

(a)

preparing submissions or applications in order to obtain the Applicable Regulatory Approvals; and

(b)

preparing the Proxy Statement.

4.9 Covenant Regarding Representations and Warranties

Each of the Parties covenants that the representations and warranties given by it and contained in Section 3.0 are true and correct on and as at the Effective Date (except to the extent such representations and warranties speak as of a specified date or except as affected by transactions contemplated or permitted by this Agreement or in the ordinary course of business or otherwise consented to by the other Parties) or, if not true, do not have a Material Adverse Effect on such Party and will notify the other Party if any such representation or warranty is not true and correct as of the Effective Date.

4.10 Closing Matters

Each of the Parties shall deliver, at the closing of the Merger and other transactions contemplated hereby, such customary certificates (including "bring down" certificates), resolutions, opinions (including appropriate legal opinions of Premier's United States counsel delivered to DK and the DK Securityholders as to the due authorization, execution and delivery by Premier of this Agreement and any of the Ancillary Agreements to which it is a party and the enforceability of this Agreement and such Ancillary Agreements as are governed by U.S. Law and opining upon the valid issuance of the Premier Shares and Premier Merger Shares by Premier as fully paid and non-assessable and of Premier's Canadian counsel opining upon the issuance of the Exchangeable Shares, and compliance with the Securities Act (British Columbia) on the issuance and resale of the Exchangeable Shares, Premier Merger Shares and Premier Shares and as to the due authorization, execution, delivery on behalf of Exchangeco of this Agreement and Ancillary Agreements to which it is a party, and as to the enforceability of this Agreement and such of the Ancillary Agreements as are governed by British Columbia Law) and such other closing documents as may be required by the other Party, acting reasonably. The closing of the Merger and the transactions contemplated hereby will take place at 9:00 a.m. (Vancouver Time) on the Effective Date at the offices of Dentons US LLP at 233 South Wacker Drive, Suite 7800, Chicago, Illinois, 60606-6404, United States.

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4.11 Employment and Related Matters

Except as otherwise specifically provided in this Agreement, nothing herein shall be construed as:

(a)

requiring Premier or DK to continue the employment of any Premier Employee or DK Employee following the Effective Time;

(b)

limiting Premier's or DK's ability to amend, modify or terminate any Premier Employee Benefit Plan or arrangement or DK Employee Benefit Plan, respectively; or

(c)

requiring Premier or DK to maintain any particular level of DK Employee benefits or Premier Employee benefits, as applicable, for any of its Premier Employees or DK Employees, respectively, following the Effective Time.

4.12 Prohibition on Voluntary Liquidation

Premier shall not, and agrees to (y) cause each of the Premier Subsidiaries (other than Exchangeco), and (z) so long as any Exchangeable Shares remain outstanding, cause each of Exchangeco to not, to take any action relating to a voluntary liquidation, dissolution or winding up, as the case may be.

4.13 Covenants of Bao and Brenner

Each of Bao and Brenner separately covenants and agree for and on behalf of himself or herself only that, until the Effective Date or the earlier termination of this Agreement in accordance with Section 6.0, except with the consent of Premier with respect to any deviation therefrom or with respect to any matter contemplated by this Agreement, they will:

(a)

perform all obligations required or desirable to be performed by them under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and not take any action, refrain from taking any reasonable action, or permit any action to be taken or reasonable action to not be taken, which is inconsistent with this Agreement or would reasonably be expected to significantly impede the completion of the Merger or to prevent or materially delay the completion of the transactions contemplated by this Agreement,

(b)

promptly advise Premier in writing:

(i)

of any event occurring subsequent to the date of this Agreement known to them that would render any representation or warranty of DK contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the date of this Agreement), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; and

(ii)

any breach by him or her, respectively, of any covenant or agreement contained in this Agreement;

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(c)

not sell, transfer, gift, assign, pledge, hypothecate, encumber or otherwise dispose of any of his or her DK Shares, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), without having first obtained the prior written consent of Premier, or grant any proxies or powers of attorney, deposit any his or her DK Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of his or her DK Shares; and

(d)

(i) vote (or cause to be voted) all the DK Shares held by him or her at any meeting or on any consent resolution of the DK Securityholders (including any and all votes by class) of the foregoing (i) in favour of the approval, consent, ratification and adoption of the transactions contemplated by this Agreement (and any actions required in furtherance thereof); and (ii) against any action that would result in any breach of any representation, warranty or covenant by DK in this Agreement or which might reasonably be expected to have a Material Adverse Effect on DK.

5.0 CONDITIONS

5.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may only be waived by the mutual consent of Premier and DK:

(a)

the Premier Shareholders' Resolution shall have been approved and adopted by the Premier Shareholders at the Premier Special Meeting by the vote required under the NCM Rules;

(b)

the Pentwater Loan shall have been assumed by the DK Investors as amended to provide for the conversion features described in Appendix 5;

(c)

there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Applicable Regulatory Approvals which have been obtained;

(d)

this Agreement shall not have been terminated pursuant to Section 6.0;

(e)

all consents, waivers, permits, orders and approvals of any Governmental Entity (including the Applicable Regulatory Approvals, other than, in the case of Premier, a notice pursuant to Section 12 of the ICA, if applicable, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Merger, the failure of which to be obtained or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on Premier or DK, as the case may be, shall have been obtained or received on terms that will

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not have a Material Adverse Effect on Premier or DK and there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success;

(i)

seeking to prohibit or restrict the acquisition by Premier of any DK Shares;

(ii)

seeking to prohibit Premier from issuing Premier Merger Shares or Premier Shares;

(iii)

seeking to prohibit Exchangeco from issuing the Exchangeable Shares;

(iv)

seeking to restrain or prohibit the consummation of the Merger or any part thereto;

(v)

seeking to obtain from DK or a DK Securityholder any damages that are material in relation to DK;

(vi)

seeking to obtain from Premier any damages that are material in relation to Premier;

(vii)

seeking to prohibit or materially limit the ownership or operation by Premier or any of its Subsidiaries of any material portion of the business or assets of DK or to compel Premier or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of DK;

(viii)

seeking to prohibit RMSTI from retaining or exercising its rights to the Titanic Assets and as sole salvor or other rights associated with the Titanic Assets, including without limitation any appeal of or action otherwise requesting an amendment or change to either of the 2010 Opinion or the 2011 Opinion;

(ix)

seeking to prohibit or restrict Premier or any of its Subsidiaries from complying with the terms and conditions of this Agreement or any of the Ancillary Agreements;

(x)

seeking to prohibit Premier or any of its Subsidiaries from effectively controlling in any material respect the business or operations of DK;

(xi)

seeking to prohibit the DK Investor Group or any of them from advancing the Second Loan;

(xii)

seeking to prohibit DK Investor Group or any of them from assuming or replacing the Pentwater Loan;

(xiii)

seeking to amend or change in any way the Titanic Covenants and Conditions;

(xiv)

requiring approval of a Governmental Entity to the terms or conditions of this Agreement or the closing of the transactions contemplated herein under the Titanic Covenants and Conditions; or

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(xv)

which otherwise is reasonably likely to have a Material Adverse Effect on Premier or RMSTI.

5.2 Additional Conditions Precedent to the Obligations of DK

The obligations of DK to complete the transactions contemplated by this Agreement shall also be subject to the fulfilment of each of the following conditions precedent (each of which is for DK's exclusive benefit and may be waived by DK and any one or more of which, if not satisfied or waived, will relieve DK of any obligation under this Agreement):

(a)

all covenants and agreements of Premier and Exchangeco under this Agreement to be performed or observed on or before the Effective Date and during the Pre-Effective Period shall have been duly performed and observed by Premier or Exchangeco, as applicable, in all material respects;

(b)

the representations and warranties of Premier and Exchangeco contained in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties shall be true and correct in all material respects as of such earlier specified date, or except as affected by transactions or changes in the ordinary course of business or otherwise contemplated or permitted by this Agreement or otherwise consented to by DK) and DK shall have received a certificate of Premier addressed to DK and dated the Effective Date, signed on behalf of Premier by two senior executive officers of Premier, confirming the same as at the Effective Date;

(c)

between the date hereof and the Effective Date, there shall not have occurred, in the judgment of DK, acting reasonably, a Material Adverse Change to Premier or RMSTI; provided that a reduction in the market price or value of the Premier Shares on the NCM or any other stock exchange or quotation system on which the Premier Shares may be listed or posted for trading or the results of operations (and the announcement thereof) of Premier in any particular fiscal quarter shall not, in either case, in and of itself, constitute such a Material Adverse Change;

(d)

the board of directors of Premier shall have made and shall not have withdrawn or modified or amended, in any material respect, prior to the Premier Special Meeting, an affirmative recommendation that the Premier Shareholders approve the Premier Shareholders' Resolutions;

(e)

each of shareholders bound by the Principal Shareholder Voting Agreements shall have materially complied with the provisions thereof;

(f)

the Premier Shares issuable:

(i)

pursuant to the Merger;

(ii)

upon exchange of the Exchangeable Shares from time to time;

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(iii)

upon the conversion of all or any part of the Amended and Restated Pentwater Note; and

(iv)

in respect of amounts due under the Success Payment Agreement, shall have been authorized for listing on the NCM, subject to official notice of issuance;

(g)

DK and the DK Securityholders shall have received the opinions set out in Section 4.10;

(h)

Premier shall not be in default of the Pentwater Amended and Restated Note;

(i)

Premier shall have entered into such Retention Agreements with the Key Employees; and

(j)

Premier (and where applicable Exchangeco) shall have executed the Ancillary Agreements to which it is a party.

5.3 Additional Conditions Precedent to the Obligations of Premier

The obligations of Premier to complete the transactions contemplated by this Agreement shall also be subject to fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of Premier and may be waived by Premier and any one or more of which, if not satisfied or waived, will relieve Premier of any obligation under this Agreement):

(a)

all covenants of DK, each DKSub, Bao and Brenner under this Agreement to be performed or observed on or before the Effective Date and during the Pre-Effective Period shall have been duly performed and observed by DK, each DKSub, Bao or Brenner, as the case may be, in all material respects;

(b)

all representations and warranties of DK, each DKSub, Bao and Brenner contained in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties shall be true and correct in all material respects as of such earlier specified date, or except as affected by transactions or changes in the ordinary course of business or otherwise contemplated or permitted by this Agreement) and Premier shall have received a certificate of DK, and each of Bao and Brenner addressed to Premier and dated the Effective Date, signed on behalf of DK by two senior executive officers of DK, confirming the same as at the Effective Date;

(c)

all third party consents required to be obtained by DK in connection with the Merger are duly obtained at or prior to the Effective Date;

(d)

between the date hereof and the Effective Date, there shall not have occurred, in the judgment of Premier, acting reasonably, a Material Adverse Change to DK;

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(e)

Bao as agent on behalf of the DK Investor Group shall have entered into each of the Amended and Restated Pentwater Note and the Assignment and Assumption Agreement;

(f)

Premier shall have received, or received sufficient copies of, the certificates, resolutions, legal opinion and other documents as are to be provided to Premier by DK as set out in Section 4.10; and

(g)

the DK Securityholders shall have delivered their certificates representing Elected Shares to Exchangeco and the certificates representing DK Shares other than Elected Shares endorsed for transfer to Exchangeco.

5.4 Notice and Cure Provisions

Each of the Parties will give prompt notice to the others of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to:

(a)

cause any of the representations or warranties of the other contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date (except to the extent such representations and warranties speak as of a specified date or except as affected by transactions or changes in the ordinary course of business or otherwise contemplated or permitted by this Agreement); or

(b)

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date.

None of the Parties may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Sections 5.1, 5.2 and 5.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the Effective Date, Premier or DK, as the case may be, has delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which Premier or DK, as the case may be, are asserting as the basis for the non-fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that Premier or DK, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other may not terminate this Agreement until the later of the Drop Dead Date and the expiration of a period of 30 days from such notice. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of the occurrence of that matter.

5.5 Satisfaction of Conditions

The conditions precedent set out in Sections 5.1, 5.2 and 5.3 shall be conclusively deemed to have been satisfied, waived or released when, on the closing of the Merger by the Parties.

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6.0 AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time and from time to time before or after the holding of the Premier Special Meeting but not later than the Effective Date, be amended by mutual written agreement of the Parties, and any such amendment may, without limitation:

(a)

change the time for performance of any of the obligations or acts of the Parties;

(b)

waive any inaccuracies or modify any representation contained herein or in any document delivered pursuant hereto;

(c)

waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and

(d)

waive compliance with or modify any conditions precedent herein contained,

provided, however, that any such change, waiver or modification does not invalidate the affirmative vote of the Premier Shareholders to the Premier Shareholders' Resolution.

6.2 Mutual Understanding Regarding Amendments

The Parties agree that if Premier or DK, as the case may be, propose any amendment or amendments to this Agreement, the other will act reasonably in considering such amendment and if the other and its securityholders are not prejudiced by reason of any such amendment the other will co-operate in a reasonable fashion with Premier or DK, as the case may be, so that such amendment can be effected subject to applicable Laws and the rights of the securityholders.

6.3 Termination

6.3.1If any condition contained in Section 5.1 or 5.2 is not satisfied on or before the Drop Dead Date, to the satisfaction of DK, then DK in accordance with Section 5.4 may by notice to Premier terminate this Agreement and the obligations of the Parties hereunder except as otherwise herein provided, but without detracting from the rights of DK arising from any breach by Premier or a Premier Subsidiary but for which the condition would have been satisfied.

6.3.2 If any condition contained in Section 5.1 or 5.3 is not satisfied on or before the Drop Dead Date to the satisfaction of Premier, then Premier in accordance with Section 5.4 may by notice to DK terminate this Agreement and the obligations of the Parties hereunder except as otherwise herein provided, but without detracting from the rights of Premier arising from any breach by DK or a DK Securityholder but for which the condition would have been satisfied.

6.3.3 This Agreement may, at any time before or after the Premier Special Meeting, but not later than the Drop Dead Date:

(a)

be terminated by the mutual agreement of DK and Premier (subject to the consent of the DK Securityholders);

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(b)

be terminated by either DK, the DK Securityholders or Premier if there shall be passed any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or if any injunction, order or decree enjoining Premier or DK from consummating the transactions contemplated by this Agreement is entered and such injunction, order or decree shall become final and non-appealable;

(c)

be terminated by DK if:

(i)

the board of directors of Premier shall have failed to recommend or withdrawn or modified or changed in a manner adverse to DK its approval or recommendation of this Agreement and the Premier Shareholders' Resolution or shall have recommended or approved an Acquisition Proposal;

(ii)

a public announcement is made by Premier relating to an Acquisition Proposal (other than a public announcement required by Section 4.6(c) or as contemplated by Section 6.3.3(c)(i)); or

(iii)

the Premier Shareholders' Resolution, through no fault of DK, shall not have been approved by the Premier Shareholders, on or before the Drop Dead Date;

(d)

be terminated by Premier in order to enter into a definitive written agreement with respect to a Superior Proposal, subject to compliance with Section 4.7 and the payment of the fee required to be paid pursuant to Section 6.4.

6.3.4 If this Agreement is terminated in accordance with the foregoing provisions of this Section 6.3, no Party shall have any further Liability to perform its obligations hereunder, except as provided for in Section 6.4 or as otherwise contemplated hereby, and provided that, subject to Section 6.6, neither the termination of this Agreement nor anything contained in this Section 6.3.4 shall relieve any Party from any Liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.

6.4 Break Fee

If:

(a)

DK terminates this Agreement pursuant to Section 6.3.3(c)(i);

(b)

DK terminates this Agreement pursuant to Section 6.3.3(c)(ii);

(c)

Premier terminates this Agreement pursuant to Section 6.3.3(d); or

(d)

DK terminates this Agreement pursuant to Section 6.3.1 in respect of the non-satisfaction of one of the conditions contained in Section 5.1 or 5.2, other than a termination pursuant to Section 6.3.1 in respect of the non-satisfaction of the condition contained in Section 5.2 relating to a representation or warranty which is true and correct as of the date of this Agreement but which, through no fault of DK after the date of this Agreement, is not true and correct in all material respects as of the Effective Date (except, for greater certainty, to the extent such representations and warranties speak as of a specified date which is earlier than

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the date of this Agreement or except as affected by transactions or changes in the ordinary course of business or otherwise contemplated or permitted by this Agreement or otherwise consented to by DK);

then in any such case Premier shall pay to DK the sum of $1,000,000 in immediately available funds to an account designated by DK. Such payment shall be due and payable:

(i)

in the case of a termination specified in clause (a) or (d), concurrently with termination of this Agreement;

(ii)

in the case of a termination specified in clause (b), on the date on which Premier shall have entered into an Acquisition Proposal if it does so within a period of nine (9) months of such termination, failing which no fee shall be payable to DK under this Section; or

(iii)

in the case of a termination specified in clause (c), within five (5) Business Days after written notice to DK of termination by Premier.

Premier shall not be obligated to make more than one payment pursuant to this Section 6.4.

6.5 Liquidated Damages

Each of the Parties acknowledges that the damages set out in this Section 6.0 are a genuine pre-estimate of the damages which the other will suffer or incur as a result of the event giving rise to those damages and are not penalties. Each of the Parties irrevocably waives any right it may have to raise as a defence in any proceedings that any such damages are abusive.

6.6 Remedies

Subject to Section 6.7, the Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party or its representatives and any such breach would cause the non-breaching Party irreparable harm. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by one of the Parties, the non-breaching Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to the Parties.

6.7 Effect of Break Fee Payment

6.7.1 For greater certainty, the Parties agree that the payment of the amount pursuant to Section 6.4 is the sole monetary remedy of the Party entitled to such amount as a result of the occurrence of any of the events referred to in Section 6.4.

6.7.2 Subject to the immediately preceding paragraph, nothing in this Agreement shall preclude a Party from seeking damages in respect of losses incurred or suffered by such Party as a result of any breach of this Agreement by the other Party, seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set out in this Agreement or the Confidentiality Agreement or otherwise, or seeking specific performance of any of such covenants or agreements, without the necessity of posting bond or security in connection therewith.

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7.0 GENERAL

7.1 Notices

All notices and other communications which may be or are required to be given pursuant to any provision of this Agreement shall be given or made in writing or by electronic communications and shall be deemed to be validly given if served personally or by email or telecopy, in each case addressed to the particular Party at:

(a) If to DK:

Dinoking Tech Inc.

#110 - 11188 Featherstone Way

Richmond, British Columbia V6W 1K9
Canada

Attention: Chief Executive Officer

Facsimile: (604) 277-1617

Email: daoping@dinosaursunearthed.com

with a copy to:

Dentons Canada LLP

20^th Floor, 250 Howe Street

Vancouver, British Columbia V6C 3R8
Canada

Attention: Catherine Wade

Facsimile: (604) 683-5214

Email: catherine.wade@dentons.com

(b) If to Premier or a Premier Subsidiary:

Premier Exhibitions, Inc.

Suite 900, 3340 Peachtree Road N.E.

Atlanta, Georgia 30326

USA

Attention: Chief Executive Officer

Facsimile: (404) 842-2626

Email: ssw2660@comcast.net

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with a copy to:

Thompson Hine LLP (Cleveland)

3900 Key Center

127 Public Square

Cleveland, Ohio 44114-1291

USA

Attention: Derek Bork

Facsimile: (216) 566-5800

Email: Derek.Bork@ThompsonHine.com

and with a copy to:

Gowling Lafleur Henderson LLP

550 Burrard Street

Suite 2300

Bentall 5

Vancouver, British Columbia V6C 2B5

Canada

Attention: Cyndi Laval

Facsimile: (604) 443-5629

Email: cyndi.laval@gowlings.com

5790 126A Street.

Surrey, British Columbia V3X 3H6

Canada

Attention: Daoping Bao

Facsimile: (604) 277-1617

Email: daoping@dinosaursunearthed.com

with a copy to:

Dentons Canada LLP

20^th Floor, 250 Howe Street

Vancouver, British Columbia V6C 3R8 Canada

Attention: Catherine Wade

Facsimile: (604) 683-5214

Email: catherine.wade@dentons.com

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(d) If to Brenner:

18 - 1828 Lilac Drive

Surrey, British Columbia V4A 5C9

Canada

Attention: Nancy Brenner

Facsimile: (604) 277-1617

Email: nancy@dinosaursunearthed.com

with a copy to:

Dentons Canada LLP

20^th Floor, 250 Howe Street

Vancouver, British Columbia V6C 3R8
Canada

Attention: Catherine Wade

Facsimile: (604) 683-5214

Email: catherine.wade@dentons.com

or at such other address of which any Party may, from time to time, advise the other Parties by notice in writing given in accordance with the foregoing. The date of receipt of any such notice shall be deemed to be the date of delivery or telecopying thereof.

7.2 Assignment

No Party may assign its rights or obligations under this Agreement.

7.3 Binding Effect

This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors. For greater certainty, Premier will not have any right pursuant to this Agreement, in equity or otherwise, whether absolutely or contingently, to, or to acquire, the DK Shares prior to the Effective Time, and any such right will only come into existence when becomes effective and binding at the Effective Time.

7.4 Waiver and Modification

DK and Premier may waive or consent to the modification of, in whole or in part, any inaccuracy of any representation or warranty made to them hereunder or in any document to be delivered pursuant hereto and may waive or consent to the modification of any of the covenants herein contained for their respective benefit or waiver or consent to the modification of any of the obligations of the other Parties. Any waiver or consent to the modification of any of the provisions of this Agreement, to be effective, must be in writing executed by the Party granting such waiver or consent.

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7.5 No Personal Liability

7.5.1 No director or officer of Premier in such capacity shall have any personal Liability whatsoever to DK under this Agreement, or any other document delivered in connection with this Agreement or the Merger by or on behalf of Premier.

7.5.2 No director or officer of DK in such capacity shall have any personal Liability whatsoever to Premier under this Agreement, or any other document delivered in connection with this Agreement or the Merger by or on behalf of DK.

7.6 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other Parties, but without further consideration, do all such further acts and things and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

7.7 Expenses

Except as provided in Section 6.4 and herein, all out-of-pocket expenses of the Parties relating to the Merger and the transactions contemplated hereby, including all Third Party Expenses, shall be paid by the Party incurring such expenses.

7.8 Consultation

Premier and DK agree to consult with each other as to the general nature of any news releases or public statements with respect to this Agreement or the Merger, and to use their respective reasonable efforts not to issue any news releases or public statements inconsistent with the results of such consultations. Subject to applicable Laws, each Party shall use its reasonable efforts to enable the other Parties to review and comment on all such news releases prior to the release thereof. The Parties agree to issue jointly a news release with respect to the Merger as soon as practicable following the execution of this Agreement.

7.9 Governing Laws

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract.

7.10 Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall in such event negotiate in good faith to modify the Agreement to preserve each Party's anticipated benefits under this Agreement.

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7.11 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first written above.

PREMIER EXHIBITIONS, INC.

By: /s/ Mark A. Sellers
Authorized Signatory

1032403 B.C. LTD.

By: /s/ Mark A. Sellers
Authorized Signatory

DINOKING TECH INC.

By: /s/ Daoping Bao
Authorized Signatory

Signed in the presence of:	)
	)
	)
/s/ witness	)	/s/ Daoping Bao
Witness	)	DAOPING BAO

Signed in the presence of:	)
	)
	)
/s/ witness	)	/s/ Nancy Brenner
Witness	)	NANCY BRENNER

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APPENDIX

APPLICABLE REGULATORY APPROVALS

For Premier

The filing with, and approval of, the U.S. Securities and Exchange Commission of the Proxy Statement.

The approval by the NASDAQ Stock Market, LLC of (i) Premier's issuance of the Premier Merger Shares, (ii) the listing of the Premier Shares issuable upon exchange of the Exchangeable Shares, (iii) the listing of the Premier Shares to be issued on conversion of the Amended and Restated Pentwater Note, and (iv) the listing of the Premier Shares to be issued under the Success Payment Agreement.

Notice under Section 12 of the Investment Canada Act by Premier, if applicable.

APPENDIX

EXCHANGEABLE SHARE RIGHTS AND RESTRICTIONS

Special Rights And Restrictions – Exchangeable shares

28.1 Definitions and Ranking

28.1.1 Definitions

For the purpose of these Articles, unless the context otherwise requires, in addition to such terms as may be defined elsewhere herein, the following terms shall have the following meanings:

(1)

"Canadian Dollar Equivalent" means in respect of an amount expressed in a foreign currency (the "Foreign Currency Amount") at any date the product obtained by multiplying (a) the Foreign Currency Amount by (b) the official noon spot exchange rate on such date for such foreign currency as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such exchange rate on such date for such foreign currency as may be deemed by the Board of Directors to be appropriate for such purpose;

(2)	"Common Shares" means the common shares of the Company;

(3)

"Current Market Price" means, in respect of a share of Premier Common Stock on any date, the Canadian Dollar Equivalent of the average closing sales price of a share of Premier Common Stock during a period of 10 consecutive trading days ending not more than five trading days before such date on the NCM or, if the Premier Common Stock are not then listed on the NCM, on such other stock exchange or automated quotation system on which the Premier Common Stock are listed or quoted, as the case may be, as may be selected by the Board of Directors for such purpose; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of Premier Common Stock during such period is inadequate to create a market that reflects the fair market value of a share of Premier Common Stock, then the Current Market Price of Premier Common Stock shall be determined by the Board of Directors based upon the advice of such qualified independent financial advisors as the Board of Directors may deem to be appropriate, and provided further that any such selection, opinion or determination by the Board of Directors shall be conclusive and binding;

(4)	"Dividend Amount" means an amount equal to the full amount of all dividends and distributions declared and unpaid on each Exchangeable Share with a record date prior to the effective date of the exchange of such Exchangeable Share for a share of Premier Common Stock hereunder;

(5)	"Exchangeable Share(s)" means the exchangeable shares of the Company with the special rights and restrictions set out herein;

(6)	"Premier" means Premier Exhibitions, Inc.;

(7)	"Premier Common Stock" means the shares of common stock, having a par value of $0.0001 each, in the capital of Premier;

(8)	"Premier Dividend Declaration Date" means the date on which the board of directors of Premier has declared a dividend on the Premier Common Stock;

(9)	"Redemption Date" means the date on or after April 1, 2018 which the Company may, subject to the notice requirements and certain call rights described herein, redeem the Exchangeable Shares then outstanding;

(10)

"Subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture, trust or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

(11)	"Transfer Agent" means American Stock Transfer & Trust Company, LLC;

(12)	"Merger Agreement" means the agreement to be entered into on or about April 5, 2015 among Premier, the Company, Dinoking Tech Inc., Daoping Bao and Nancy Brenner;

(13)	"NCM" means the market tier of the National Association of Securities Dealers Automated Quotation System referred to as the NASDAQ National Capital Market.

28.1.2 Ranking

The Exchangeable Shares shall be entitled to a preference over the Common Shares and any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends as and to the extent provided in 28.2 and with respect to the distribution of assets in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs as and to the extent provided in 28.4.

28.2 Dividends

28.2.1 Dividends

A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each Premier Dividend Declaration Date, declare a dividend on each Exchangeable Share (a) in the case of a cash dividend or distribution declared on the shares of Premier Common Stock, in an amount in cash for each Exchangeable Share as is equal to the Canadian Dollar Equivalent on the Premier Dividend Declaration Date of the cash dividend or distribution declared on each share of Premier Common Stock, (b) in the case of a stock dividend or distribution declared on the shares of Premier Common Stock, to be paid in Exchangeable Shares, in such number of Exchangeable Shares for each Exchangeable Share as is equal to the number of shares of Premier Common Stock to be paid on each share of Premier Common Stock or (c) in the case of a dividend or distribution declared on the shares of Premier Common Stock to be paid in property other than cash or Premier Common Stock, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent to (to be determined by the Board

of Directors) the type and amount of property declared as a dividend or distribution on each share of Premier Common Stock. Such dividends shall be paid out of the assets of the Company properly applicable to the payment of dividends, or out of authorized but unissued shares or other securities of the Company.

28.2.2 Payment of Dividends

Cheques of the Company payable at par at any branch of the bankers of the Company shall be issued in respect of any cash dividends or distributions contemplated by Article 28.2.1 hereof and the sending of such a cheque to each holder of an Exchangeable Share shall satisfy the cash dividend represented thereby unless the cheque in not paid on presentation. Certificates registered in the name of the registered holder of Exchangeable Shares shall be issued or transferred in respect of any stock dividends or other distribution of Exchangeable Shares contemplated by Article 28.2.2 hereof and the sending of such a certificate to each holder of an Exchangeable Share shall satisfy the stock dividend or other distribution of Exchangeable Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Article 28.2.3 hereof shall be issued, distributed or transferred by the Company in such manner as it shall determine and the issuance, distribution or transfer thereof by the Company to each holder of an Exchangeable Share shall satisfy the dividend or distribution represented thereby. No holder of an Exchangeable Share shall be entitled to recover by action or other legal process against the Company any dividend that is represented by a cheque that has not been duly presented to the Company's bankers for payment of that otherwise remains unclaimed for a period of six years from the date on which such dividend or distribution was payable.

28.2.3 Record and Payment Dates

The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Exchangeable Shares under Article 28.2 hereof shall be the same as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the shares of Premier Common Stock.

28.2.4 Partial Payment

If on any payment date for any dividends or distributions declared on the Exchangeable Shares under Article 28.2 hereof the dividends or distributions are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Company shall have sufficient money or other assets properly applicable to the payment of such dividends or distributions.

28.3 Certain Restrictions

So long as any of the Exchangeable Shares are outstanding, the Company shall not at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Article 28.8(2) hereof:

(1)	pay any dividends on the Common Shares or any other shares ranking junior to the Exchangeable Shares, other than stock dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares, as the case may be;

(2)	redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares;

(3)	redeem or purchase any other shares of the Company ranking equally with the Exchangeable Shares with respect to the payment of dividends or on any liquidation distribution; or

(4)	issue any shares other than (a) Exchangeable Shares; (b) Common Shares, and (c) any other shares not ranking superior to the Exchangeable Shares.

28.4 Liquidation

28.4.1 Participation Upon Liquidation, Dissolution or Winding Up of the Company

(1)

Subject to applicable law and the due exercise by Premier of a Liquidation Call Right, in the event of the liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares (other than Premier or its Subsidiaries) shall be entitled to receive from the assets of the Company in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution or winding up (the "Liquidation Date"), before any distribution of any part of the assets of the Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by the Company causing to be delivered to such holder one share of Premier Common Stock, plus (b) the Dividend Amount, if any (collectively, the "Liquidation Amount").

(2)

In the case of a distribution on Exchangeable Shares under this Article 28.4.1, on or promptly after the Liquidation Date, the Company shall cause to be delivered to the holders of the Exchangeable Shares (other than Premier or its Subsidiaries) the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Company may reasonably require, at the registered office of the Company or at any office as may be specified by the Company by notice to the holders of the Exchangeable Shares. Payment of the aggregate Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick up by the holder at the registered office of the Company or at any office as may be specified by the Company by notice to the holders of Exchangeable Shares, certificates representing the aggregate number of shares of Premier Common Stock deliverable by the Company to such holder (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse

claim) and a cheque of the Company payable at par at any branch of the bankers of the Company in payment of the remaining portion, if any of the aggregate Liquidation Amount payable to such holder. On or before the Liquidation Date, the Company shall deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares (other than Premier or its Subsidiaries) in a custodial account with any chartered bank or trust company in Canada named in such notice. Upon such deposit being made, the rights of the holders of Exchangeable Shares as such shall be limited to receiving their proportionate part of the total Liquidation Amount for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions and any interest allowed on such deposit shall belong to the Company. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares (other than Exchangeable Shares held by Premier or its Subsidiaries) shall thereafter be considered and deemed for all purposes to be the holders of the shares of Premier Common Stock delivered to them.

(3)	After the Company has satisfied its obligations to pay the holders of the Exchangeable Shares the total Liquidation Amount pursuant to this Article 28.4.1 , such holders shall not be entitled to share in any further distribution of the assets of the Company.

28.4.2 Liquidation Call Rights

(1)

In the event of a liquidation or insolvency of the Company, Premier will have an overriding right (a "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding up of the Company pursuant to Article 28.4.1 hereof, to purchase from all but not less than all of the holders of Exchangeable Shares (other than Premier or its Subsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Premier of an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one share of Premier Common Stock, plus (b) the Dividend Amount, if any (collectively, the "Liquidation Call Purchase Price"). In the event of the exercise of a Liquidation Call Right, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares (other than Premier or its Subsidiaries) held by such holder to Premier on the Liquidation Date on payment by Premier to the holder of the Liquidation Call Purchase Price for each such share.

(2)

For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Liquidation Call Right, Premier shall deposit with the Transfer Agent, on or before the Liquidation Date, certificates representing the total number of shares of Premier Common Stock deliverable by Premier (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) in payment of the total Liquidation Call Purchase Price and a cheque in the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price and any interest allowed on such deposit shall belong to Premier. Provided that the total Liquidation Call Purchase Price has been so deposited with the Transfer Agent, on and after the Liquidation Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate part of the total Liquidation Call Purchase Price

payable by Premier, upon presentation and surrender by the holder of Exchangeable Shares of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and such holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the shares of Premier Common Stock delivered to such holder. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Premier shall deliver to such holder, a certificate representing the shares of Premier Common Stock to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the holder's proportionate part of the total Liquidation Call Purchase Price, and such delivery shall be deemed to be payment of and shall satisfy and discharge all liability for the Liquidation Call Purchase Price, unless such cheque is not paid on due presentation. If Premier does not exercise its Liquidation Call Right in the manner described above, on the Liquidation Date the holders of Exchangeable Shares shall be entitled to receive in exchange therefor the liquidation price otherwise payable by the Company in connection with the liquidation, dissolution or winding up of the Company pursuant to Article 28.4.1 hereof.

28.4.3 Automatic Exchange on Liquidation of Premier

(1)	The Company, on being duly notified by Premier, shall give the holders of Exchangeable Shares written notice of each of the following events (each a "Premier Liquidation Event") at the time set forth below:

(a)

In the event of any determination by the board of directors of Premier to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Premier or to effect any other distribution of assets of Premier among its stockholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, winding up or other distribution; and

(b)

immediately, upon the earlier of (i) receipt by Premier of notice of and (ii) Premier otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding up of Premier or to effect any other distribution of assets of Premier among its stockholders for the purpose of winding up its affairs.

(2)	Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Premier Common Stock provided for in Article 28.4.3(4) below (the "Automatic Exchange Right").

(3)

(other than Exchangeable Shares held by Premier and its Subsidiaries) shall be automatically exchanged for shares of Premier Common Stock. To effect such automatic exchange, Premier shall purchase each Exchangeable Share outstanding on the fifth Business Day prior to the Premier Liquidation Event Effective Date and held by a holder of Exchangeable Shares (other than Premier and its Subsidiaries), and each such holder shall sell the Exchangeable Shares held by it at such time, for a purchase price per share equal to (a) the Current Market Price of a share of Premier Common Stock on the fifth Business Day prior to the Premier Liquidation Event Effective Date, which shall be satisfied in full by Premier delivering to such holder one share of Premier Common Stock, plus (b) the Dividend Amount, if any.

(4)

On the fifth Business Day prior to the Premier Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the foregoing automatic exchange of Exchangeable Shares for Premier Common Stock shall be deemed to have occurred, and each holder of Exchangeable Shares (other than Premier or its Subsidiaries) shall be deemed to have transferred to Premier all of such holder's right, title and interest in and to such Exchangeable Shares and shall cease to be a holder of such Exchangeable Shares and Premier shall deliver or cause to be delivered to the Transfer Agent, for delivery to such holders, the certificates for the number of shares of Premier Common Stock deliverable upon the automatic exchange of Exchangeable Shares for Premier Common Stock (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, security interest or adverse claim) and a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares and any interest on such deposit shall be issued to such holder. Concurrently with each such holder ceasing to be a holder of Exchangeable Shares, such holder shall be considered and deemed for all purposes to be the holder of the shares of Premier Common Stock delivered to it, or to the Transfer Agent on its behalf, pursuant to the automatic exchange of Exchangeable Shares for Premier Common Stock and the certificates held by such holder previously representing the Exchangeable Shares exchanged by such holder with Premier pursuant to such automatic exchange shall thereafter be deemed to represent the shares of Premier Common Stock delivered to such holder by Premier pursuant to such automatic exchange. Upon the request of any such former holder of Exchangeable Shares and the surrender by such holder of Exchangeable Share certificates deemed to represent shares of Premier Common Stock, duly endorsed in blank and accompanied by such instruments of transfer as Premier may reasonably require, the Transfer Agent shall deliver or cause to be delivered to such holder certificates representing the shares of Premier Common Stock of which such holder is the holder and a cheque in payment of the remaining portion, if any, of the purchase price.

28.5 Retraction at Option of Holder

28.5.1 Retraction at Option of Holder

(1)

share of Premier Common Stock on the last Business Day prior to the Retraction Date, which shall be satisfied in full by the Company causing to be delivered to such holder one share of Premier Common Stock for each Exchangeable Share presented and surrendered by the holder, plus (b) the Dividend Amount, if any (collectively, the "Retraction Price"). To effect a redemption under this Article 28.5.1, the holder must present and surrender at the registered office of the Company or at any office as may be specified by the Company by notice to the holders of Exchangeable Shares the certificate representing the Exchangeable Shares that the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, together with a duly executed statement (the "Retraction Requested") in the form of Schedule A hereto or in such other form as may be acceptable to the Company specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate (the "Retracted Shares") redeemed by the Company.

(2)

In the case of a redemption of Exchangeable Shares under this Article 28.5.1, upon receipt by the Company or the Transfer Agent in the manner specified in Article 28.5.1(1) hereof of a certificate representing the number of Exchangeable Shares which the holder desires to have the Company redeem, together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Article 28.5.1(5), the Company shall redeem the Retracted Shares to be retracted effective at the close of business on the Retraction Date. On the Retraction Date, the Company shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or at the address specified in the holder's Retraction Request or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, a certificate representing the number of shares of Premier Common Stock to which such holder is entitled (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) registered in the name of the holder or in such other name as the holder may request in payment of the Retraction Price and a cheque of the Company payable at par at any branch of the bankers of the Company in payment of the remaining portion, if any, of the aggregate Retraction Price to which such holder is entitled and such delivery of such certificate and cheque on behalf of the Company by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Price to the extent that the same is represented by such share certificates and cheque, unless such cheque is not paid on due presentation. If only a part of the Exchangeable Shares represented by any certificate is redeemed, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Company.

(3)

to such holder shall not be made, in which case the rights of such holder shall remain unaffected until such aggregate Retraction Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of such aggregate Retraction Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Company shall thereafter be considered and deemed for all purposes to be a holder of the shares of Premier Common Stock delivered to such holder.

(4)

Notwithstanding any other provision of this Article 28.5.1, the Company shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Company believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and Premier has not exercised its Retraction Call Right with respect to the Retracted Shares, the Company shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions and shall notify the holder at least five Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Company. In any case in which the redemption by the Company of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law and more than one holder has delivered a Retraction Request, the Company shall redeem Retracted Shares in accordance with Article 28.5.1(2) on a pro rata basis and shall issue to each such holder of Retracted Shares a new certificate, at the expense of the Company, representing the Retracted Shares not redeemed by the Company pursuant to Article 28.5.1(2) hereof. If the Retraction Request is not revoked by the holder in the manner specified in Article 28.5.1(5) and Premier has not exercised its Retraction Call Right in respect of any such Retracted Shares, an Insolvency Event shall, to the extent it has not theretofore occurred, be deemed thereupon to have occurred and the holder of any such Retracted Shares not redeemed by the Company pursuant to Article 28.5.1(2) as a result of solvency requirements or other provisions of applicable law shall be deemed by giving the Retraction Request to have exercised its right to require Premier to purchase the unredeemed Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by Premier to such holder of the Purchase Price for such Retracted Share.

(5)	A holder of Retracted Shares may, by notice in writing given by the holder to the Company before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request in which event such Retraction Request shall be null and void.

28.5.2 Retraction Call Rights

(1)

In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Article 28.5.1 and subject to the limitations set forth in Article 28.5.2(2), Premier shall have the overriding right (a "Retraction Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by the Company pursuant to Article 28.5.1 hereof, to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by

such holder on payment by Premier of an amount per share equal to the Retraction Price (the "Retraction Call Purchase Price"). In the event of the exercise of a Retraction Call Right, a holder of Exchangeable Shares who has delivered a Retraction Request shall be obligated to sell all the Retracted Shares to Premier on the Retraction Date on payment by Premier of an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Retraction Date, which shall be satisfied in full by Premier causing to be delivered to such holder one share of Premier Common Stock for each Exchangeable Share presented and surrendered by the holder, plus (b) the Dividend Amount, if any (collectively, the "Retraction Call Purchase Price").

(2)

Upon receipt by the Company of a Retraction Request, the Company shall immediately notify Premier thereof. In order to exercise its Retraction Call Right, the Premier must notify the Company (a "Call Notice") within five Business Days of notification to Premier by the Company of the receipt by the Company of the Retraction Request. If Premier so notifies the Company within such five Business Day period, the Company shall notify the holder as soon as possible thereafter as to the exercise of a Retraction Call Right. If Premier delivers a Call Notice within such five Business Day period and duly exercises its Retraction Call Right in accordance with this Article 28.5.2, the obligation of the Company to redeem the Retracted Shares shall terminate and, provided that the Retraction Requested is not revoked by the holder in the manner specified in Article 28.5.1(5), Premier shall purchase from such holder, and such holder shall sell to Premier on the Retraction Date the Retracted Shares for the Retraction Call Purchase Price. For the purposes of completing a purchase pursuant to a Retraction Call Right, Premier shall deposit with the Transfer Agent, on or before the Retraction Date, certificates representing the number of shares of Premier Common Stock to which such holder is entitled and a cheque in the amount of the remaining portion, if any, of the aggregate Retraction Call Purchase Price to which such holder is entitled. Provided that the aggregate Retraction Call Purchase Price has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Company of such Retracted Shares shall take place on the Retraction Date. In the event that Premier does not deliver a Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Article 28.5.1(5), the Company shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 28.5.1.

(3)

For the purpose of completing a purchase of Exchangeable Shares pursuant to the exercise of a Retraction Call Right, Premier shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or at the address specified in the holder's Retraction Request or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, a certificate representing the number of shares of Premier Common Stock to which such holder is entitled (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) registered in the name of the holder or in such other name as the holder may request in payment of the Retraction Call Purchase Price and a cheque of Premier

payable in Canadian dollars at any branch of the bankers of the Company in Canada in payment of the remaining portion, if any, of such aggregate Retraction Call Purchase Price and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation.

(4)

On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive its proportionate part of the total Retraction Call Purchase Price unless such presentation and surrender of certificates in accordance with the foregoing provisions, payment of the aggregate Retraction Call Purchase Price payable to such holder shall not be made, in which case the rights of such holder shall remain unaffected until such aggregate Retraction Call Purchase Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of such aggregate Retraction Call Purchase Price has been made in accordance with the foregoing provisions, the holder of the Retracted Shares so purchased by Premier shall thereafter be considered and deemed for all purposes to be a holder of the shares of Premier Common Stock delivered to such holder.

28.6 Redemption by the Company

28.6.1 Redemption by the Company

(1)

Subject to applicable law and the due exercise by Premier of a Redemption Call Right, the Company may redeem all of the then outstanding Exchangeable Shares (other than Premier or its Subsidiaries) on a Redemption Date designated by the Company for an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to such Redemption Date, which shall be satisfied in full by the Company causing to be delivered to such holder of Exchangeable Shares one share of Premier Common Stock for each Exchangeable Share held by such holder, plus (b) the Dividend Amount, if any (collectively, the "Redemption Price"). If Premier exercises a Redemption Call Right and less than all of the then outstanding Exchangeable Shares other than the Exchangeable Shares held by Premier or its Subsidiaries are purchased in accordance with Article 28.6.2, the remaining outstanding Exchangeable Shares (other than Exchangeable Shares held by Premier or its Subsidiaries) may continue to be redeemed by the Company pursuant to the provisions of this Article 28.6.1.

(2)

In case of a redemption of Exchangeable Shares under this Article 28.6.1, the Company shall, at least 90 days before the intended Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by Premier under its Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, such Redemption Date and, if applicable, particulars of the Redemption Call Right.

(3)

On or after any Redemption Date and subject to the exercise by Premier of a Redemption Call Right, the Company shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share upon presentation and surrender at the registered office of the Company or at any office as may be specified by the Company in such notice of the certificates representing such Exchangeable Shares, together with such other document and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require. Payment of the aggregate Redemption Price for Exchangeable Shares held by a holder shall be made by delivery to such holder, at the address of such holder recorded in the securities register of the Company or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company in such notice, of a certificate representing the aggregate number of shares of Premier Common Stock deliverable by the Company to such holder (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) and a cheque of the Company payable at par at any branch of the bankers of the Company in respect of the remaining portion, if any, of such aggregate Redemption Price. On and after any Redemption Date, the holders of the Exchangeable Shares called for redemption shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, unless payment of the aggregate Redemption Price deliverable to a holder for Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holder shall remain unaffected until the aggregate Redemption Price deliverable to such holder has been paid in the manner hereinbefore provided. The Company shall have the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice and any interest allowed on such deposit shall belong to the Company. Provided that such total Redemption Price has been so deposited prior to any Redemption Date, on and after such Redemption Date, the Exchangeable Shares so called for redemption shall be redeemed and the rights of the holders thereof after such Redemption Date shall be limited to receiving their proportionate part of the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificate held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares so called for redemption shall thereafter be considered and deemed for all purposes to be holders of the shares of Premier Common Stock delivered to them.

28.6.2 Redemption Call Rights

(1)	Premier shall have the overriding right (a "Redemption Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by the Company pursuant to Article 28.6.1 hereof, to purchase from the holders of Exchangeable Shares (other than Premier and its

Subsidiaries) on the last Business Day prior to the Redemption Date in respect of which the Redemption Call Right is exercised all but not less than all of the Exchangeable Shares that the Company proposes to redeem pursuant to Article 28.6.1, on payment by Premier of an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to such Redemption Date, which shall be satisfied in full by causing to be delivered to such holder one share of Premier Common Stock plus (b) the Dividend Amount, if any (collectively, the "Redemption Call Purchase Price"). In the event of the exercise of a Redemption Call Right, each holder of Exchangeable Shares (other than Premier and its Subsidiaries) shall be obligated to sell all the Exchangeable Shares held by such holder to Premier on the last Business Day prior to such Redemption Date on payment by Premier to such holder of the Redemption Call Purchase Price for each such share.

(2)

For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Redemption Call Right, Premier shall deposit with the Transfer Agent, on or before the last Business Day prior to the Redemption Date, certificates representing the total number of shares of Premier Common Stock deliverable by Premier (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) in payment of the total Redemption Call Purchase Price and a cheque in the amount of the remaining portion, if any, of the total Redemption Call Purchase Price and any interest allowed on such deposit shall belong to Premier. Provided that the total Redemption Call Purchase Price has been so deposited with the Transfer Agent, on and after the last Business Day prior to such Redemption Date the rights of each holder of Exchangeable Shares (other than Premier and its Subsidiaries) will be limited to receiving such holder's proportionate part of the total Redemption Call Purchase Price payable by Premier upon presentation and surrender by such holder of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and such holder shall on and after the last Business Day prior to such Redemption Date be considered and deemed for all purposes to be the holder of the shares of Premier Common Stock delivered to such holder. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Premier shall deliver to such holder, a certificate representing the shares of Premier Common Stock to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the holder's proportionate part of the total Redemption Call Purchase Price, and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Redemption Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation.. If Premier does not exercise the Redemption Call Right in the manner described above, on the Redemption Date a holder of Exchangeable Shares shall be entitled to receive in exchange therefor the redemption price otherwise payable by the Company in connection with the redemption of the exchangeable Shares pursuant to Article 28.6.1 hereof.

28.7 Voting Rights

Except as required by applicable law and the provisions of Articles 28.9, 28.10 and 28.11(2), the holders of the Exchangeable Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Company or to vote at any such meeting. The holders of the Exchangeable Shares shall be entitled to notice of meetings of the shareholders called for the purpose of authorizing the dissolution of the Company or the sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business of the Company.

28.8 Amendment and Approval

(1)	The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

(2)

Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast in such resolution at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 50% of the outstanding Exchangeable Shares at that time are present or represented by proxy; provided that while any Exchangeable Shares are outstanding and held by persons other than Premier and its Subsidiaries, such approval must be given also by the affirmative vote of holders of more than two-thirds of the Exchangeable Shares represented in person or by proxy at the meeting excluding Exchangeable Shares beneficially owned by Premier or any of its Subsidiaries. If at any such meeting the holders of at least 50% of the outstanding Exchangeable Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting then the meeting shall be adjourned to such date not less than 10 days thereafter and to such time and place as may be designated by the chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Exchangeable Shares.

28.9 Reciprocal Changes, etc. in Respect of Premier Common Stock

Each holder of an Exchangeable Share acknowledges that pursuant to a support agreement to be entered into between Premier and the Company, Premier will not, except as provided therein, without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 28.8(2) hereof:

(1)	issue or distribute shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Premier Common Stock) to the holders of all or

substantially all of the then outstanding shares of Premier Common Stock by way of stock dividend or other distribution, other than an issue of shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Premier Common Stock) to holders of shares of Premier Common Stock who exercise an option to receive dividends in shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Premier Common Stock) in lieu of receiving such dividends;

(2)

issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of Premier Common Stock entitling them to subscribe for or to purchase shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Premier Common Stock);

(3)

issue or distribute to the holders of all or substantially all of the then outstanding shares of Premier Common Stock (a) shares or securities of Premier of any class other than Premier Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of Premier Common Stock), (b) rights, options or warrants other than those referred to in Article 28.9(2) above, (c) evidences of indebtedness of Premier or (d) assets of Premier;

(4)

issue or distribute rights, options or warrants or other property to the holders of all or substantially all of the ten outstanding Premier Common Stock entitled them to subscribe for or to purchase Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Premier Common Stock);

(5)	subdivide, redivide or change the then outstanding shares of Premier Common Stock into a greater number of shares of Premier Common Stock;

(6)	reduce, combine or consolidate or change the then outstanding shares of Premier Common Stock into a lesser number of shares of Premier Common Stock; or

(7)	reclassify or otherwise change the shares of Premier Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the Premier Common Stock,

unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

28.10 Legend

The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend, in form and on terms approved by the Board of Directors, with respect to the provisions of the Merger Agreement (including the provisions with respect to the call rights and exchange rights thereunder).

28.11 Notices

(1)

Subject to applicable law, any notice, request or other communication to be given to the Company by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by fax or by delivery to the registered office of the Company and addressed to the attention of the President. Any such notice, request or other communication, if given by mail, fax or delivery, shall only be deemed to have been given and received upon actual receipt thereof by the Company.

(2)

Any presentation and surrender by a holder of Exchangeable Shares to the Company or to the Transfer Agent of certificates representing Exchangeable Shares in connection with the liquidation, dissolution or winding up of the Company or the retraction or redemption of Exchangeable Shares shall be made by registered mail (postage prepaid) or by delivery to the registered office of the Company or to such office of the Transfer Agent as may be specified by the Company, in each case addressed to the attention of the President of the Company. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Company or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.

(3)

Subject to applicable law, any notice, request or other communication to be given to a holder of Exchangeable Shares by or on behalf of the Company shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by delivery to the address of the holder recorded in the securities register of the Company, in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, if given by mail, shall be deemed to have been given and received on the fifth Business Day following the date of mailing and, if given by delivery, shall be deemed to have been given and received on the date of delivery.

28.12 Other Matters

(1)

The Company and the Transfer Agent shall be entitled to deduct and withhold from any consideration deliverable or otherwise payable to any person pursuant to these Articles such amount as is required to be deducted or withheld (and remitted to a governmental entity) with respect to such payment under the Income Tax Act (Canada) or any provision of other comparable law, provided however that if such deduction or withholding obligation may be reduced or eliminated by any applicable taxation treaty, convention or applicable law, the Company and the Transfer Agent, together with any relevant holder of Exchangeable Shares may take reasonable and permitted steps to obtain such reduction or elimination of that obligation. To the extent that such amount is so withheld or deducted and remitted to the applicable governmental entity, such withheld or deducted amounts shall be treated for all purposes of these Articles as having been paid to such person as the remainder of the payment in respect of which such deduction and withholding were made. To the extent that the amount so required to be deducted or withheld from any payment to a person exceeds the cash portion of the consideration otherwise payable to such person, the Company or the Transfer Agent, as the case may be, are hereby authorized to sell or otherwise dispose, on behalf of such person thereof, of such portion of the consideration as is necessary to provide

sufficient funds to the Company or the Transfer Agent, as the case may be, to enable it to comply with such deduction or withholding requirement, and the Company or the Transfer Agent shall notify such person thereof and remit any unapplied balance of the net proceeds of such sale.

(2)	No fractional shares (or certificates representing same) shall be issued pursuant to these Articles and all fractional shares otherwise issuable shall be rounded down to the nearest number of whole shares, with no compensation payable in respect of such fractional shares.

SCHEDULE A

NOTICE OF RETRACTION

To Premier Exhibitions, Inc.

c/o American Stock Transfer & Trust Company, LLC

This notice is given pursuant to Article 5 of the provisions (the "Exchangeable Share Provisions") attaching to the share(s) represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions.

The undersigned hereby notifies the Company that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Company redeem on the Retraction Date (being the fifth Business Day after the date upon which this notice is received by the Company) in accordance with Article 5 of the Exchangeable Share Provisions:

[ ]	all share(s) represented by this certificate; or

[ ]	share(s) only.

The undersigned acknowledges the Retraction Call Right of Premier, to purchase all but not less than all the Retracted Shares from the undersigned and that this notice shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Premier in accordance with the Retraction Call Right on the Retraction Date for the Retraction Price and on the other terms and conditions set out in Article 28.5 of the Exchangeable Share Provisions. If Premier determines not to exercise its Retraction Call Right, the Company will notify the undersigned of such fact as soon as possible. This notice of retraction, and offer to sell the Retracted Shares to Premier, may be revoked and withdrawn by the undersigned by notice in writing given to the Company at any time before the close of business on the Business Day immediately preceding the Retraction Date.

The undersigned acknowledges that if, as a result of solvency requirements or other provisions of applicable law, the Company is unable to redeem all Retracted Shares an Insolvency Event shall, to the extent it shall not theretofore have occurred, be deemed thereupon to have occurred, and the undersigned will be deemed to have exercised an exchange right so as to require Premier to purchase the unredeemed Retracted Shares.

The undersigned hereby represents and warrants to the Company and Premier that the undersigned has good title to, and owns, the share(s) represented by this certificate to be acquired by the Company, Premier, as the case may be, free and clear of all liens, claims and encumbrances.

_______________ _________________________________ ________________________

(Date) (Signature of Shareholder) (Guarantee of Signature)

[ ]	Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Restricted Shares are to be held for pick-up by the shareholder at the principal transfer

office of Transfer Agent in [ ], failing which the Securities and any cheque will be mailed to the last address of the shareholder as it appears on the register.

NOTE: This panel must be completed and this certificate, together with such additional documents as the Transfer Agent and the Company may require, must be deposited with the Transfer Agent. The securities and any cheque resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of the Company and the securities and a cheque resulting from such retraction or purchase will be delivered to such shareholder as indicated above, provided the form appearing immediately below is duly completed, all exigible transfer taxes are paid and the signature of the registered holder is guaranteed by a Canadian chartered bank or trust company, member of a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (STAMP) Program.


Name of Person In Whose Name Securities and Cheque Are To Be Registered, Issued or Delivered (please print)

________________________________ ______________________________

Street Address or P.O. Box Signature of Registered Holder

________________________________ ______________________________

City - Province Signature Guaranteed by

NOTE: If the notice of retraction is for less than all of the share(s) represented by this certificate, a certificate representing the remaining shares of the Company will be issued and registered in the name of the shareholder as it appears on the register of the Company, unless the Share Transfer Power on the share certificate is duly completed in respect of such shares.

APPENDIX

MERGER SHARE RIGHTS AND RESTRICTIONS

CLASS 1 SPECIAL VOTING STOCK

Section 1. Designation, Amount and Par Value. The Class 1 Special Voting Stock shall be designated as Class 1 Special Voting Stock and the number of shares so designated shall be one (1). The shares of Class 1 Special Voting Stock shall have a par value of $0.0001 per share.

Section 2. Dividends. The holder of record of the share of the Class 1 Special Voting Stock shall not be entitled to receive any dividends declared and paid by the Company.

Section 3. Voting Rights.

(a)

The holder of record of the share of the Class 1 Special Voting Stock, except as otherwise required under applicable law or as set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the Company.

(b)

With respect to all meetings of the stockholders of the Company at which the holders of the Company's common stock, par value $0.0001 per share, are entitled to vote (each, a "Stockholder Meeting") and with respect to any written consents sought by the Company from the holders of such common stock (each, a "Stockholder Consent"), the holder of the share of the Class 1 Special Voting Stock shall vote together with the holders of such common stock and the holders of Class 2 Special Voting Stock, all as a single class (except as otherwise required under applicable law), and the holder of the issued Class 1 Special Voting Stock shall be entitled to cast on such matter a number of votes equal to the number of Exchangeable Shares (the "Exchangeable Shares") of 1032403 B.C. Ltd. a British Columbia corporation ("Exchangeco"), outstanding as of the record date for determining stockholders entitled to vote at such Stockholder Meeting or in connection with the applicable Stockholder Consent that are owned by the holder of the Class 1 Special Voting Stock.

Section 4. Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holder of record of the share of the Class 1 Special Voting Stock shall not be entitled to receive any assets of the Company available for distribution to its stockholders.

Section 5. Other Provisions.

(a)

The holder of record of the Class 1 Special Voting Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Company.

(b)

At such time as the share of the Class 1 Special Voting Stock has no votes attached to it, the Class 1 Special Voting Stock shall be automatically cancelled.

CLASS 2 SPECIAL VOTING STOCK

Section 1. Designation, Amount and Par Value. The Class 2 Special Voting Stock shall be designated as Class 2 Special Voting Stock and the number of shares so designated shall be one (1). The shares of Class 2 Special Voting Stock shall have a par value of $0.0001 per share.

Section 2. Dividends. The holder of record of the share of the Class 2 Special Voting Stock shall not be entitled to receive any dividends declared and paid by the Company.

Section 3. Voting Rights.

(c)

The holder of record of the share of the Class 2 Special Voting Stock, except as otherwise required under applicable law or as set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the Company.

(d)

With respect to all meetings of the stockholders of the Company at which the holders of the Company's common stock, par value $0.0001 per share, are entitled to vote (each, a "Stockholder Meeting") and with respect to any written consents sought by the Company from the holders of such common stock (each, a "Stockholder Consent"), the holder of the share of the Class 2 Special Voting Stock shall vote together with the holders of such common stock, and the holders of the Class 1 Special Voting Stock, all as a single class (except as otherwise required under applicable law), and the holder of the issued Class 2 Special Voting Stock shall be entitled to cast on such matter a number of votes equal to the number of Exchangeable Shares (the "Exchangeable Shares") of 1032403 B.C. Ltd. a British Columbia corporation ("Exchangeco"), outstanding as of the record date for determining stockholders entitled to vote at such Stockholder Meeting or in connection with the applicable Stockholder Consent that are owned by the holder of the Class 2 Special Voting Stock.

Section 4. Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holder of record of the share of the Class 2 Special Voting Stock shall not be entitled to receive any assets of the Company available for distribution to its stockholders.

Section 5. Other Provisions.

(c)

The holder of record of the Class 2 Special Voting Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Company.

(d)

At such time as the share of the Class 2 Special Voting Stock has no votes attached to it, the Class 2 Special Voting Stock shall be automatically cancelled.

Annex D

Special Rights And Restrictions – Exchangeable shares

1.1 Definitions and Ranking

1.1.1 Definitions

For the purpose of these Articles, unless the context otherwise requires, in addition to such terms as may be defined elsewhere herein, the following terms shall have the following meanings:

(1)

“Canadian Dollar Equivalent” means in respect of an amount expressed in a foreign currency (the “Foreign Currency Amount”) at any date the product obtained by multiplying (a) the Foreign Currency Amount by (b) the official noon spot exchange rate on such date for such foreign currency as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such exchange rate on such date for such foreign currency as may be deemed by the Board of Directors to be appropriate for such purpose;

(2)	“Common Shares” means the common shares of the Company;

(3)

“Current Market Price” means, in respect of a share of Premier Common Stock on any date, the Canadian Dollar Equivalent of the average closing sales price of a share of Premier Common Stock during a period of 10 consecutive trading days ending not more than five trading days before such date on the NCM or, if the Premier Common Stock are not then listed on the NCM, on such other stock exchange or automated quotation system on which the Premier Common Stock are listed or quoted, as the case may be, as may be selected by the Board of Directors for such purpose; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of Premier Common Stock during such period is inadequate to create a market that reflects the fair market value of a share of Premier Common Stock, then the Current Market Price of Premier Common Stock shall be determined by the Board of Directors based upon the advice of such qualified independent financial advisors as the Board of Directors may deem to be appropriate, and provided further that any such selection, opinion or determination by the Board of Directors shall be conclusive and binding;

(4)	“Dividend Amount” means an amount equal to the full amount of all dividends and distributions declared and unpaid on each Exchangeable Share with a record date prior to the effective date of the exchange of such Exchangeable Share for a share of Premier Common Stock hereunder;

(5)	“Exchangeable Share(s)” means the exchangeable shares of the Company with the special rights and restrictions set out herein;

(6)	“Premier” means Premier Exhibitions, Inc.;

(7)	“Premier Common Stock” means the shares of common stock, having a par value of $0.0001 each, in the capital of Premier;

(8)	“Premier Dividend Declaration Date” means the date on which the board of directors of Premier has declared a dividend on the Premier Common Stock;

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(9)	“Redemption Date” means the date on or after April 1, 2018 which the Company may, subject to the notice requirements and certain call rights described herein, redeem the Exchangeable Shares then outstanding;

(10)

“Subsidiary” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture, trust or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

(11)	“Transfer Agent” means American Stock Transfer & Trust Company, LLC;

(12)	“Merger Agreement” means the agreement to be entered into on or about April 5, 2015 among Premier, the Company, Dinoking Tech Inc., Daoping Bao and Nancy Brenner;

(13)	“NCM” means the market tier of the National Association of Securities Dealers Automated Quotation System referred to as the NASDAQ National Capital Market.

1.1.2 Ranking

The Exchangeable Shares shall be entitled to a preference over the Common Shares and any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends as and to the extent provided in 1.2 and with respect to the distribution of assets in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs as and to the extent provided in 1.4.

1.2 Dividends

1.2.1 Dividends

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applicable to the payment of dividends, or out of authorized but unissued shares or other securities of the Company.

1.2.2 Payment of Dividends

Cheques of the Company payable at par at any branch of the bankers of the Company shall be issued in respect of any cash dividends or distributions contemplated by Article 1.2.1 hereof and the sending of such a cheque to each holder of an Exchangeable Share shall satisfy the cash dividend represented thereby unless the cheque in not paid on presentation. Certificates registered in the name of the registered holder of Exchangeable Shares shall be issued or transferred in respect of any stock dividends or other distribution of Exchangeable Shares contemplated by Article 1.2.2 hereof and the sending of such a certificate to each holder of an Exchangeable Share shall satisfy the stock dividend or other distribution of Exchangeable Shares represented thereby. Such other type and amount of property in respect of any dividends or distributions contemplated by Article 1.2.3 hereof shall be issued, distributed or transferred by the Company in such manner as it shall determine and the issuance, distribution or transfer thereof by the Company to each holder of an Exchangeable Share shall satisfy the dividend or distribution represented thereby. No holder of an Exchangeable Share shall be entitled to recover by action or other legal process against the Company any dividend that is represented by a cheque that has not been duly presented to the Company’s bankers for payment of that otherwise remains unclaimed for a period of six years from the date on which such dividend or distribution was payable.

1.2.3 Record and Payment Dates

The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend or distribution declared on the Exchangeable Shares under Article 1.2 hereof shall be the same as the record date and payment date, respectively, for the corresponding dividend or distribution declared on the shares of Premier Common Stock.

1.2.4 Partial Payment

If on any payment date for any dividends or distributions declared on the Exchangeable Shares under Article 1.2 hereof the dividends or distributions are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends or distributions that remain unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Company shall have sufficient money or other assets properly applicable to the payment of such dividends or distributions.

1.3 Certain Restrictions

(1)	pay any dividends on the Common Shares or any other shares ranking junior to the Exchangeable Shares, other than stock dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares, as the case may be;

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(2)	redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares;

(3)	redeem or purchase any other shares of the Company ranking equally with the Exchangeable Shares with respect to the payment of dividends or on any liquidation distribution; or

(4)	issue any shares other than (a) Exchangeable Shares; (b) Common Shares, and (c) any other shares not ranking superior to the Exchangeable Shares.

1.4 Liquidation

1.4.1 Participation Upon Liquidation, Dissolution or Winding Up of the Company

(1)

Subject to applicable law and the due exercise by Premier of a Liquidation Call Right, in the event of the liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares (other than Premier or its Subsidiaries) shall be entitled to receive from the assets of the Company in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution or winding up (the “Liquidation Date”), before any distribution of any part of the assets of the Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by the Company causing to be delivered to such holder one share of Premier Common Stock, plus (b) the Dividend Amount, if any (collectively, the “Liquidation Amount”).

(2)

In the case of a distribution on Exchangeable Shares under this Article 1.4.1, on or promptly after the Liquidation Date, the Company shall cause to be delivered to the holders of the Exchangeable Shares (other than Premier or its Subsidiaries) the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Company may reasonably require, at the registered office of the Company or at any office as may be specified by the Company by notice to the holders of the Exchangeable Shares. Payment of the aggregate Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or by holding for pick up by the holder at the registered office of the Company or at any office as may be specified by the Company by notice to the holders of Exchangeable Shares, certificates representing the aggregate number of shares of Premier Common Stock deliverable by the Company to such holder (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) and a cheque of the Company payable at par at any branch of the bankers of the Company in payment of the remaining portion, if any of the aggregate Liquidation Amount payable to such holder. On or before the Liquidation Date, the Company shall deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares

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(other than Premier or its Subsidiaries) in a custodial account with any chartered bank or trust company in Canada named in such notice. Upon such deposit being made, the rights of the holders of Exchangeable Shares as such shall be limited to receiving their proportionate part of the total Liquidation Amount for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions and any interest allowed on such deposit shall belong to the Company. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares (other than Exchangeable Shares held by Premier or its Subsidiaries) shall thereafter be considered and deemed for all purposes to be the holders of the shares of Premier Common Stock delivered to them.

(3)	After the Company has satisfied its obligations to pay the holders of the Exchangeable Shares the total Liquidation Amount pursuant to this Article 1.4.1 , such holders shall not be entitled to share in any further distribution of the assets of the Company.

1.4.2 Liquidation Call Rights

(1)

In the event of a liquidation or insolvency of the Company, Premier will have an overriding right (a “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding up of the Company pursuant to Article 1.4.1 hereof, to purchase from all but not less than all of the holders of Exchangeable Shares (other than Premier or its Subsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Premier of an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one share of Premier Common Stock, plus (b) the Dividend Amount, if any (collectively, the “Liquidation Call Purchase Price”). In the event of the exercise of a Liquidation Call Right, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares (other than Premier or its Subsidiaries) held by such holder to Premier on the Liquidation Date on payment by Premier to the holder of the Liquidation Call Purchase Price for each such share.

(2)

For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Liquidation Call Right, Premier shall deposit with the Transfer Agent, on or before the Liquidation Date, certificates representing the total number of shares of Premier Common Stock deliverable by Premier (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) in payment of the total Liquidation Call Purchase Price and a cheque in the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price and any interest allowed on such deposit shall belong to Premier. Provided that the total Liquidation Call Purchase Price has been so deposited with the Transfer Agent, on and after the Liquidation Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder’s proportionate part of the total Liquidation Call Purchase Price payable by Premier, upon presentation and surrender by the holder of Exchangeable Shares of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and such holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the shares of Premier Common

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Stock delivered to such holder. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Premier shall deliver to such holder, a certificate representing the shares of Premier Common Stock to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the holder’s proportionate part of the total Liquidation Call Purchase Price, and such delivery shall be deemed to be payment of and shall satisfy and discharge all liability for the Liquidation Call Purchase Price, unless such cheque is not paid on due presentation. If Premier does not exercise its Liquidation Call Right in the manner described above, on the Liquidation Date the holders of Exchangeable Shares shall be entitled to receive in exchange therefor the liquidation price otherwise payable by the Company in connection with the liquidation, dissolution or winding up of the Company pursuant to Article 1.4.1 hereof.

1.4.3 Automatic Exchange on Liquidation of Premier

(1)	The Company, on being duly notified by Premier, shall give the holders of Exchangeable Shares written notice of each of the following events (each a “Premier Liquidation Event”) at the time set forth below:

(a)

(b)

(2)	Such notice shall include a brief description of the automatic exchange of Exchangeable Shares for shares of Premier Common Stock provided for in Article 1.4.3(4) below (the “Automatic Exchange Right”).

(3)

In order that the holders of Exchangeable Shares (other than Premier and its Subsidiaries) will be able to participate on a pro rata basis with the holders of Premier Common Stock in the distribution of assets of Premier in connection with a Premier Liquidation Event, on the fifth Business Day prior to the effective date (the “Premier Liquidation Event Effective Date”) of a Premier Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Premier and its Subsidiaries) shall be automatically exchanged for shares of Premier Common Stock. To effect such automatic exchange, Premier shall purchase each Exchangeable Share outstanding on the fifth Business Day prior to the Premier Liquidation Event Effective Date and held by a holder of Exchangeable

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Shares (other than Premier and its Subsidiaries), and each such holder shall sell the Exchangeable Shares held by it at such time, for a purchase price per share equal to (a) the Current Market Price of a share of Premier Common Stock on the fifth Business Day prior to the Premier Liquidation Event Effective Date, which shall be satisfied in full by Premier delivering to such holder one share of Premier Common Stock, plus (b) the Dividend Amount, if any.

(4)

On the fifth Business Day prior to the Premier Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the foregoing automatic exchange of Exchangeable Shares for Premier Common Stock shall be deemed to have occurred, and each holder of Exchangeable Shares (other than Premier or its Subsidiaries) shall be deemed to have transferred to Premier all of such holder’s right, title and interest in and to such Exchangeable Shares and shall cease to be a holder of such Exchangeable Shares and Premier shall deliver or cause to be delivered to the Transfer Agent, for delivery to such holders, the certificates for the number of shares of Premier Common Stock deliverable upon the automatic exchange of Exchangeable Shares for Premier Common Stock (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, security interest or adverse claim) and a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares and any interest on such deposit shall be issued to such holder. Concurrently with each such holder ceasing to be a holder of Exchangeable Shares, such holder shall be considered and deemed for all purposes to be the holder of the shares of Premier Common Stock delivered to it, or to the Transfer Agent on its behalf, pursuant to the automatic exchange of Exchangeable Shares for Premier Common Stock and the certificates held by such holder previously representing the Exchangeable Shares exchanged by such holder with Premier pursuant to such automatic exchange shall thereafter be deemed to represent the shares of Premier Common Stock delivered to such holder by Premier pursuant to such automatic exchange. Upon the request of any such former holder of Exchangeable Shares and the surrender by such holder of Exchangeable Share certificates deemed to represent shares of Premier Common Stock, duly endorsed in blank and accompanied by such instruments of transfer as Premier may reasonably require, the Transfer Agent shall deliver or cause to be delivered to such holder certificates representing the shares of Premier Common Stock of which such holder is the holder and a cheque in payment of the remaining portion, if any, of the purchase price.

1.5 Retraction at Option of Holder

1.5.1 Retraction at Option of Holder

(1)

Subject to applicable law and the due exercise by Premier of a Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company to redeem, on the fifth Business Day after the date on which the Retraction Request is received by the Company (the “Retraction Date”), any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Retraction Date, which shall be satisfied in full by the Company causing to be delivered to such holder one share of Premier Common Stock for each Exchangeable Share presented and surrendered by the holder, plus (b) the Dividend Amount, if any (collectively, the “Retraction Price”). To effect

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a redemption under this Article 1.5.1, the holder must present and surrender at the registered office of the Company or at any office as may be specified by the Company by notice to the holders of Exchangeable Shares the certificate representing the Exchangeable Shares that the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, together with a duly executed statement (the “Retraction Requested”) in the form of Schedule A hereto or in such other form as may be acceptable to the Company specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate (the “Retracted Shares”) redeemed by the Company.

(2)

In the case of a redemption of Exchangeable Shares under this Article 1.5.1, upon receipt by the Company or the Transfer Agent in the manner specified in Article 1.5.1(1) hereof of a certificate representing the number of Exchangeable Shares which the holder desires to have the Company redeem, together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Article 1.5.1(5), the Company shall redeem the Retracted Shares to be retracted effective at the close of business on the Retraction Date. On the Retraction Date, the Company shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, a certificate representing the number of shares of Premier Common Stock to which such holder is entitled (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) registered in the name of the holder or in such other name as the holder may request in payment of the Retraction Price and a cheque of the Company payable at par at any branch of the bankers of the Company in payment of the remaining portion, if any, of the aggregate Retraction Price to which such holder is entitled and such delivery of such certificate and cheque on behalf of the Company by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Price to the extent that the same is represented by such share certificates and cheque, unless such cheque is not paid on due presentation. If only a part of the Exchangeable Shares represented by any certificate is redeemed, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Company.

(3)

On and after the close of business on the Retraction Date, the holder of the Retracted Shares cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive its aggregate Retraction Price for such Retracted Shares, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the aggregate Retraction Price payable to such holder shall not be made, in which case the rights of such holder shall remain unaffected until such aggregate Retraction Price has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of such aggregate Retraction Price has

- 9-

been made in accordance with the foregoing provisions, the holder of the Retracted Shares so redeemed by the Company shall thereafter be considered and deemed for all purposes to be a holder of the shares of Premier Common Stock delivered to such holder.

(4)

Notwithstanding any other provision of this Article 1.5.1, the Company shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Company believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and Premier has not exercised its Retraction Call Right with respect to the Retracted Shares, the Company shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions and shall notify the holder at least five Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Company. In any case in which the redemption by the Company of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law and more than one holder has delivered a Retraction Request, the Company shall redeem Retracted Shares in accordance with Article 1.5.1(2) on a pro rata basis and shall issue to each such holder of Retracted Shares a new certificate, at the expense of the Company, representing the Retracted Shares not redeemed by the Company pursuant to Article 1.5.1(2) hereof. If the Retraction Request is not revoked by the holder in the manner specified in Article 1.5.1(5) and Premier has not exercised its Retraction Call Right in respect of any such Retracted Shares, an Insolvency Event shall, to the extent it has not theretofore occurred, be deemed thereupon to have occurred and the holder of any such Retracted Shares not redeemed by the Company pursuant to Article 1.5.1(2) as a result of solvency requirements or other provisions of applicable law shall be deemed by giving the Retraction Request to have exercised its right to require Premier to purchase the unredeemed Retracted Shares from such holder on the Retraction Date or as soon as practicable thereafter on payment by Premier to such holder of the Purchase Price for such Retracted Share.

(5)	A holder of Retracted Shares may, by notice in writing given by the holder to the Company before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request in which event such Retraction Request shall be null and void.

1.5.2 Retraction Call Rights

(1)

In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Article 1.5.1 and subject to the limitations set forth in Article 1.5.2(2), Premier shall have the overriding right (a “Retraction Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the Company pursuant to Article 1.5.1 hereof, to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by Premier of an amount per share equal to the Retraction Price (the “Retraction Call Purchase Price”). In the event of the exercise of a Retraction Call Right, a holder of Exchangeable Shares who has delivered a Retraction Request shall be obligated to sell all the Retracted Shares to Premier on the Retraction Date on payment by Premier of an

- 10-

amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to the Retraction Date, which shall be satisfied in full by Premier causing to be delivered to such holder one share of Premier Common Stock for each Exchangeable Share presented and surrendered by the holder, plus (b) the Dividend Amount, if any (collectively, the “Retraction Call Purchase Price”).

(2)

Upon receipt by the Company of a Retraction Request, the Company shall immediately notify Premier thereof. In order to exercise its Retraction Call Right, the Premier must notify the Company (a “Call Notice”) within five Business Days of notification to Premier by the Company of the receipt by the Company of the Retraction Request. If Premier so notifies the Company within such five Business Day period, the Company shall notify the holder as soon as possible thereafter as to the exercise of a Retraction Call Right. If Premier delivers a Call Notice within such five Business Day period and duly exercises its Retraction Call Right in accordance with this Article 1.5.2, the obligation of the Company to redeem the Retracted Shares shall terminate and, provided that the Retraction Requested is not revoked by the holder in the manner specified in Article 1.5.1(5), Premier shall purchase from such holder, and such holder shall sell to Premier on the Retraction Date the Retracted Shares for the Retraction Call Purchase Price. For the purposes of completing a purchase pursuant to a Retraction Call Right, Premier shall deposit with the Transfer Agent, on or before the Retraction Date, certificates representing the number of shares of Premier Common Stock to which such holder is entitled and a cheque in the amount of the remaining portion, if any, of the aggregate Retraction Call Purchase Price to which such holder is entitled. Provided that the aggregate Retraction Call Purchase Price has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Company of such Retracted Shares shall take place on the Retraction Date. In the event that Premier does not deliver a Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Article 1.5.1(5), the Company shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 1.5.1.

(3)

For the purpose of completing a purchase of Exchangeable Shares pursuant to the exercise of a Retraction Call Right, Premier shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of the Company for the Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, a certificate representing the number of shares of Premier Common Stock to which such holder is entitled (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) registered in the name of the holder or in such other name as the holder may request in payment of the Retraction Call Purchase Price and a cheque of Premier payable in Canadian dollars at any branch of the bankers of the Company in Canada in payment of the remaining portion, if any, of such aggregate Retraction Call Purchase Price and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the

- 11-

Retraction Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation.

(4)

1.6 Redemption by the Company

1.6.1 Redemption by the Company

(1)

Subject to applicable law and the due exercise by Premier of a Redemption Call Right, the Company may redeem all of the then outstanding Exchangeable Shares (other than Premier or its Subsidiaries) on a Redemption Date designated by the Company for an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to such Redemption Date, which shall be satisfied in full by the Company causing to be delivered to such holder of Exchangeable Shares one share of Premier Common Stock for each Exchangeable Share held by such holder, plus (b) the Dividend Amount, if any (collectively, the “Redemption Price”). If Premier exercises a Redemption Call Right and less than all of the then outstanding Exchangeable Shares other than the Exchangeable Shares held by Premier or its Subsidiaries are purchased in accordance with Article 1.6.2, the remaining outstanding Exchangeable Shares (other than Exchangeable Shares held by Premier or its Subsidiaries) may continue to be redeemed by the Company pursuant to the provisions of this Article 1.6.1.

(2)

In case of a redemption of Exchangeable Shares under this Article 1.6.1, the Company shall, at least 90 days before the intended Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by Premier under its Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, such Redemption Date and, if applicable, particulars of the Redemption Call Right.

(3)

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Shares, together with such other document and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require. Payment of the aggregate Redemption Price for Exchangeable Shares held by a holder shall be made by delivery to such holder, at the address of such holder recorded in the securities register of the Company or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company in such notice, of a certificate representing the aggregate number of shares of Premier Common Stock deliverable by the Company to such holder (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) and a cheque of the Company payable at par at any branch of the bankers of the Company in respect of the remaining portion, if any, of such aggregate Redemption Price. On and after any Redemption Date, the holders of the Exchangeable Shares called for redemption shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, unless payment of the aggregate Redemption Price deliverable to a holder for Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holder shall remain unaffected until the aggregate Redemption Price deliverable to such holder has been paid in the manner hereinbefore provided. The Company shall have the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice and any interest allowed on such deposit shall belong to the Company. Provided that such total Redemption Price has been so deposited prior to any Redemption Date, on and after such Redemption Date, the Exchangeable Shares so called for redemption shall be redeemed and the rights of the holders thereof after such Redemption Date shall be limited to receiving their proportionate part of the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificate held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares so called for redemption shall thereafter be considered and deemed for all purposes to be holders of the shares of Premier Common Stock delivered to them.

1.6.2 Redemption Call Rights

(1)

Premier shall have the overriding right (a “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the Company pursuant to Article 1.6.1 hereof, to purchase from the holders of Exchangeable Shares (other than Premier and its Subsidiaries) on the last Business Day prior to the Redemption Date in respect of which the Redemption Call Right is exercised all but not less than all of the Exchangeable Shares that the Company proposes to redeem pursuant to Article 1.6.1, on payment by Premier of an amount per share equal to (a) the Current Market Price of a share of Premier Common Stock on the last Business Day prior to such Redemption Date, which shall be satisfied in full by

- 13 -

causing to be delivered to such holder one share of Premier Common Stock plus (b) the Dividend Amount, if any (collectively, the “Redemption Call Purchase Price”). In the event of the exercise of a Redemption Call Right, each holder of Exchangeable Shares (other than Premier and its Subsidiaries) shall be obligated to sell all the Exchangeable Shares held by such holder to Premier on the last Business Day prior to such Redemption Date on payment by Premier to such holder of the Redemption Call Purchase Price for each such share.

(2)

For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Redemption Call Right, Premier shall deposit with the Transfer Agent, on or before the last Business Day prior to the Redemption Date, certificates representing the total number of shares of Premier Common Stock deliverable by Premier (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) in payment of the total Redemption Call Purchase Price and a cheque in the amount of the remaining portion, if any, of the total Redemption Call Purchase Price and any interest allowed on such deposit shall belong to Premier. Provided that the total Redemption Call Purchase Price has been so deposited with the Transfer Agent, on and after the last Business Day prior to such Redemption Date the rights of each holder of Exchangeable Shares (other than Premier and its Subsidiaries) will be limited to receiving such holder’s proportionate part of the total Redemption Call Purchase Price payable by Premier upon presentation and surrender by such holder of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and such holder shall on and after the last Business Day prior to such Redemption Date be considered and deemed for all purposes to be the holder of the shares of Premier Common Stock delivered to such holder. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Premier shall deliver to such holder, a certificate representing the shares of Premier Common Stock to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the holder’s proportionate part of the total Redemption Call Purchase Price, and such delivery of such certificate and cheque on behalf of Premier by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Redemption Call Purchase Price to the extent that the same is represented by such share certificate and cheque, unless such cheque is not paid on due presentation.. If Premier does not exercise the Redemption Call Right in the manner described above, on the Redemption Date a holder of Exchangeable Shares shall be entitled to receive in exchange therefor the redemption price otherwise payable by the Company in connection with the redemption of the exchangeable Shares pursuant to Article 1.6.1 hereof.

1.7 Voting Rights

Except as required by applicable law and the provisions of Articles 1.9, 1.10 and 1.11(2), the holders of the Exchangeable Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Company or to vote at any such meeting. The holders of the Exchangeable Shares shall be entitled to notice of meetings of the shareholders called for the purpose of

- 14 -

authorizing the dissolution of the Company or the sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business of the Company.

1.8 Amendment and Approval

(1)	The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

(2)

1.9 Reciprocal Changes, etc. in Respect of Premier Common Stock

(1)

issue or distribute shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Premier Common Stock) to the holders of all or substantially all of the then outstanding shares of Premier Common Stock by way of stock dividend or other distribution, other than an issue of shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire Premier Common Stock) to holders of shares of Premier Common Stock who exercise an option to receive dividends in shares of Premier Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Premier Common Stock) in lieu of receiving such dividends;

- 15 -

(2)

(3)

issue or distribute to the holders of all or substantially all of the then outstanding shares of Premier Common Stock (a) shares or securities of Premier of any class other than Premier Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of Premier Common Stock), (b) rights, options or warrants other than those referred to in Article 1.9(2) above, (c) evidences of indebtedness of Premier or (d) assets of Premier;

(4)

(5)	subdivide, redivide or change the then outstanding shares of Premier Common Stock into a greater number of shares of Premier Common Stock;

(6)	reduce, combine or consolidate or change the then outstanding shares of Premier Common Stock into a lesser number of shares of Premier Common Stock; or

(7)	reclassify or otherwise change the shares of Premier Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting the Premier Common Stock,

unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

1.10 Legend

1.11 Notices

(1)

(2)	Any presentation and surrender by a holder of Exchangeable Shares to the Company or to the Transfer Agent of certificates representing Exchangeable Shares in connection with the

- 16-

liquidation, dissolution or winding up of the Company or the retraction or redemption of Exchangeable Shares shall be made by registered mail (postage prepaid) or by delivery to the registered office of the Company or to such office of the Transfer Agent as may be specified by the Company, in each case addressed to the attention of the President of the Company. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Company or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.

(3)

1.12 Other Matters

(1)

(2)	No fractional shares (or certificates representing same) shall be issued pursuant to these Articles and all fractional shares otherwise issuable shall be rounded down to the nearest number of whole shares, with no compensation payable in respect of such fractional shares.

- 17 -

SCHEDULE A

NOTICE OF RETRACTION

To Premier Exhibitions, Inc.

c/o American Stock Transfer & Trust Company, LLC

This notice is given pursuant to Article 5 of the provisions (the “Exchangeable Share Provisions”) attaching to the share(s) represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions.

[ ]

all share(s) represented by this certificate; or

[ ]

share(s) only.

The undersigned acknowledges the Retraction Call Right of Premier, to purchase all but not less than all the Retracted Shares from the undersigned and that this notice shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to Premier in accordance with the Retraction Call Right on the Retraction Date for the Retraction Price and on the other terms and conditions set out in Article 1.5 of the Exchangeable Share Provisions. If Premier determines not to exercise its Retraction Call Right, the Company will notify the undersigned of such fact as soon as possible. This notice of retraction, and offer to sell the Retracted Shares to Premier, may be revoked and withdrawn by the undersigned by notice in writing given to the Company at any time before the close of business on the Business Day immediately preceding the Retraction Date.


(Date)		(Signature of Shareholder)		(Guarantee of Signature)

[ ]	Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Restricted Shares are to be held for pick-up by the shareholder at the principal transfer

- 18-

office of Transfer Agent in [ ], failing which the Securities and any cheque will be mailed to the last address of the shareholder as it appears on the register.

NOTE:

This panel must be completed and this certificate, together with such additional documents as the Transfer Agent and the Company may require, must be deposited with the Transfer Agent. The securities and any cheque resulting from the retraction or purchase of the Retracted Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of the Company and the securities and a cheque resulting from such retraction or purchase will be delivered to such shareholder as indicated above, provided the form appearing immediately below is duly completed, all exigible transfer taxes are paid and the signature of the registered holder is guaranteed by a Canadian chartered bank or trust company, member of a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (STAMP) Program.


Name of Person In Whose Name Securities and Cheque Are To Be Registered, Issued or Delivered (please print)


Street Address or P.O. Box		Signature of Registered Holder


City - Province		Signature Guaranteed by

NOTE:

If the notice of retraction is for less than all of the share(s) represented by this certificate, a certificate representing the remaining shares of the Company will be issued and registered in the name of the shareholder as it appears on the register of the Company, unless the Share Transfer Power on the share certificate is duly completed in respect of such shares.

x	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to Section 240.14a-12

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:


	(2)	Form, Schedule or Registration Statement No.:


	(3)	Filing Party:


	(4)	Date Filed:

	3 Months Ended June 30				Year Ended December 31,
	2015		2014		2014		2013		2012		2011		2010
	(Cdn$)				(Cdn$)
High rate during period		1.2610		1.1251		1.1644		1.0697		1.0417		1.0605		1.0776
Low rate during period		1.1950		1.0612		1.0612		0.9838		0.971		0.9448		0.9960
Rate at end of period		1.2473		1.1053		1.1601		1.0637		0.9958		1.0168		1.0009
Average rate for period		1.2296		1.1033		1.1043		1.0300		0.9995		0.9887		1.0298

	High		Low
	(Cdn$)
January 2015		1.2716		1.1725
February 2015		1.2635		1.2401
March 2015		1.2803		1.2439
April 2015		1.2610		1.2439
May 2015		1.2483		1.1950
June 2015		1.2547		1.2206

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS	1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	2
QUESTIONS AND ANSWERS ABOUT THE MERGER	6
SUMMARY	12
RISK FACTORS	19
THE MEETING	23
PROPOSAL 1 – AMENDMENT TO THE COMPANY’S AMENDED ARTICLES OF INCORPORATION TO CREATE THE SPECIAL VOTING SHARES	29
PROPOSAL 2 – ISSUANCE OF PREMIER COMMON STOCK AS CONSIDERATION FOR THE MERGER	31
PROPOSAL 3 – ISSUANCE OF PREMIER COMMON STOCK UPON CONVERSION OF THE CONVERTIBLE NOTE	33
PROPOSAL 4 – THE ADJOURNMENT PROPOSAL	37
INFORMATION ABOUT THE COMPANY AND DINOKING	38
THE MERGER	40
MERGER AGREEMENT	48
INFORMATION ABOUT THE COMPANY	59
INFORMATION ABOUT DINOKING	88
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK	100
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	102
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	105
EXECUTIVE OFFICERS OF THE COMPANY	107
EXECUTIVE COMPENSATION	107
NARRATIVE TO EXECUTIVE COMPENSATION TABLES	110
INFORMATION ABOUT DIRECTORS TO BE APPOINTED UPON CLOSING OF THE MERGER	115
BOARD OF DIRECTORS	117
CORPORATE GOVERNANCE	118
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	124
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	124
WHERE YOU CAN FIND ADDITIONAL INFORMATION	126
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	126
OTHER INFORMATION	127
OTHER MATTERS	127
INDEX TO DINOKING TECH INC. CONSOLIDATED FINANCIAL STATEMENTS	F-1

Annex A	–	Pro Forma Financial Statements
Annex B	–	Merger Agreement
Annex C	–	Text of Proposed Amendment to the Articles of Incorporation of Premier Exhibitions, Inc.
Annex D	–	Special Rights and Restrictions governing the Exchangeable Shares
Annex E	–	Form of Support Agreement
Annex F	–	Success Payment Agreement
Annex G-1	–	Shareholder Voting Agreement (Sellers Capital Master Fund, Ltd.)
Annex G-2	–	Form of Shareholder Voting Agreement (Directors and Executive Officers)
Annex H	–	Form of Corporate Governance Agreement
Annex I	–	Form of Registration Rights Agreement
Annex J	–	Convertible Note

	Total Premier Shares Giving Effect to Merger (undiluted)		Total Premier Shares Giving Effect to Merger (fully diluted)		Percentage of Undiluted Premier Shares Held			Percentage of Fully Diluted Premier Shares Held
Existing Premier Shareholders		4,917,222		5,015,969		46	%		47	%
Dinoking Shareholders		5,757,277		5,757,277		54	%		53	%
Total for Premier and Dinoking		10,674,499		10,773,246		100	%		100	%

	May 31, 2015
	Stationary		Touring		Total
Exhibitions owned or leased:
“Bodies…The Exhibition” and “Bodies Revealed”		3		4		7
“Titanic: The Artifact Exhibition” and “Titanic: The Experience”		3		5		8
“Real Pirates”		-		2		2
“The Discovery of King Tut”		-		1		1
“Saturday Night Live: The Exhibition”		1		-		1
Total Exhibitions		7		12		19

	Three Months Ended May 31,						% Change
	2015			2014
	(In thousands except percentages)


Revenue	$	7,249		$	7,491			(3.2	)%
Cost of revenue (exclusive of depreciation and amortization)		5,509			4,407			25.0	%
Gross profit		1,740			3,084			(43.6	)%
Gross profit as a percent of revenue		24.0	%		41.2	%

Operating expenses		3,904			4,442			(12.1	)%
Loss from operations		(2,164	)		(1,358	)		59.4	%

Other expense		(381	)		(5	)		7,520.0	%

Loss before income tax		(2,545	)		(1,363	)		86.7	%

Income tax expense		-			-			N/A
Effective tax rate		0.0	%		0.0	%

Net loss		(2,545	)		(1,363	)		86.7	%
Less: Net loss attributable to non-controlling interest		268			151			77.5	%
Net loss attributable to the shareholders of Premier Exhibitions, Inc.	$	(2,277	)	$	(1,212	)		87.9	%

Loss per share:
Basic	$	(0.46	)	$	(0.25	)
Diluted	$	(0.46	)	$	(0.25	)

	Revenue (in thousands)
	Three Months Ended May 31,
	2015		2014
Exhibition Revenue
Admissions revenue	$	4,840	$	4,665
Non-refundable license fees for current exhibitions		1,073		1,343
Total Exhibition revenue		5,913		6,008
Merchandise and Other		1,272		1,345
Management fee		34		138
Licensing fee		30		-
Total Revenue	$	7,249	$	7,491

Key Non-financial Measurements
Total number of exhibitions presented		17		20
Semi-permanent exhibitions presented		7		6
Partnered exhibitions presented		8		8
Exhibitions rented to promoters or museums		2		6
Total operating days for semi-permanent, partner and rented exhibitions		1,078		1,426
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		445		496
Average attendance per day for semi-permanent and partnered exhibitions presented		484		462
Average ticket price for semi-permanent and partnered exhibitions presented	$	18.04	$	15.18
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.63	$	2.67

Semi permanent exhibitions:
Total operating days		554		552
Total attendance (in 000's)		190		206
Average attendance per day		344		373
Average ticket price	$	21.42	$	19.44
Average retail per attendee	$	3.58	$	3.28

	Cost of Revenue
	(in thousands, except percentages)
	Three Months Ended						Percent Change
	May 31, 2015			May 31, 2014			2015 vs. 2014

Exhibition costs

Production	$	353		$	358			(1.4	)%
Operating Expenses		3,503			2,359			48.5	%
Marketing		1,115			1,104			1.0	%
		4,971			3,821			30.1	%
Exhibition expense as percent of exhibition revenue		84.1	%		63.6	%

Cost of merchandise		538			586			(8.2	)%
Cost of merchandise as percent of merchandise revenue		42.3	%		43.6	%

Total	$	5,509		$	4,407			25.0	%
Cost of revenue as a percent of total revenue		76.0	%		58.8	%

	Analysis of Consolidated Statements of Operations
	2015			2014			% Change
	(In thousands except percentages and per share data)

Revenue	$	29,390		$	29,348			0.1	%
Cost of revenue (exclusive of depreciation and amortization)		19,784			15,368			28.7	%
Gross profit		9,606			13,980			(31.3	)%
Gross profit as a percent of revenue		32.7	%		47.6	%

Operating expenses		20,093			14,731			36.4	%
Loss from operations		(10,487	)		(751	)		1,296.4	%

Other expense		(1,206	)		(190	)		534.7	%

Loss before income tax		(11,693	)		(941	)		1,142.6	%

Income tax benefit		-			(163	)		(100.0	)%
Effective tax rate		0.0	%		-17.3	%

Net loss		(11,693	)		(778	)		1,403.0	%
Less: Net loss attributable to non-controlling interests		(1,218	)		(64	)		1,803.1	%
Net loss attributable to shareholders of Premier Exhibitions, Inc.	$	(10,475	)	$	(714	)		1,367.1	%

Net loss per share
Basic loss per share (1)	$	(2.13	)	$	(0.14	)
Diluted net loss per share (1)	$	(2.13	)	$	(0.14	)

	2015		2014		Increase (decrease)
	(in thousands)
Exhibition expense	$	461	$	461		-
Artifact expense		115		180		(65	)
Compensation		6,185		6,117		68
Employee benefits		140		159		(19	)
Insurance		924		829		95
Office expense		1,733		1,600		133
Travel		388		422		(34	)
Professional fees		2,180		2,299		(119	)
Stock Compensation		262		231		31
Bad debt expense		-		67		(67	)
Other		421		396		25
Total	$	12,809	$	12,761		48

	Revenue (in thousands)
	Three Months Ended
	May 31,
	2015		2014
Exhibition Revenue
Admissions revenue	$	4,840	$	4,665
Non-refundable license fees for current exhibitions		1,073		1,343
Total Exhibition revenue		5,913		6,008
Merchandise and Other		1,272		1,345
Management fee		34		138
Licensing fee		30		-
Total Revenue	$	7,249	$	7,491

Key Non-financial Measurements
Total number of exhibitions presented		17		20
Semi-permanent exhibitions presented		7		6
Partnered exhibitions presented		8		8
Exhibitions rented to promoters or museums		2		6
Total operating days for semi-permanent, partner and rented exhibitions		1,078		1,426
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		445		496
Average attendance per day for semi-permanent and partnered exhibitions presented		484		462
Average ticket price for semi-permanent and partnered exhibitions presented	$	18.04	$	15.18
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.63	$	2.67

Semi permanent exhibitions:
Total operating days		554		552
Total attendance (in 000's)		190		206
Average attendance per day		344		373
Average ticket price	$	21.42	$	19.44
Average retail per attendee	$	3.58	$	3.28

	2015		2014

	(in thousands)
Exhibition Revenue
Admissions revenue		18,535		18,854
Non-refundable license fees for current exhibitions		5,426		4,039
Total Exhibition revenue		23,961		22,893
Merchandise and Other		4,925		5,747
Management fee		474		708
Licensing fee		30		-
Total Revenue	$	29,390	$	29,348

Key Non-financial Measurements *
Total number of exhibitions presented		29		32
Semi-permanent exhibitions presented		6		7
Partnered exhibitions presented		13		18
Exhibitions rented to promoters or museums		10		7
Total operating days for semi-permanent, partner and rented exhibitions		5,323		4,868
Total attendance for semi-permanent and partner presented exhibitions (in 000's)		1,787		1,582
Average attendance per day for semi-permanent and partnered exhibitions presented		447		325
Average ticket price for semi-permanent and partnered exhibitions presented	$	16.16	$	14.74
Average retail per attendee for semi-permanent and partnered exhibitions presented	$	2.69	$	3.23

Semi-permanent exhibitions:
Total operating days		2,183		2,224
Total attendance (in 000's)		727		736
Average attendance per day		330		331
Average ticket price	$	20.77	$	20.63
Average retail per attendee	$	3.58	$	3.56

	2015			2014			% Change
	(In thousands except percentages)

General and administrative	$	11,577		$	11,567			0.1	%
Depreciation and amortization		4,560			4,097			11.3	%
Net gain on disposal of assets		(4	)		(115	)		(96.5	)%
Write-off of assets		104			132			(21.2	)%
Impairment of goodwill and intangible assets		2,926			-			N/A%
Gain on note payable fair market value adjustment		(338	)		(2,566	)		(86.8	)%
Contract and legal settlements		36			(297	)		112.1	%
Total	$	18,861		$	12,818			47.1	%

Selected cash flow information:
	2015			2014

Net cash provided by /(used in) operating activities	$	(1,386	)	$	483
Net cash used in investing activities		(4,505	)		(2,939	)
Net cash provided by/ (used in) financing activities		7,255			(512	)
Effects of exchange rate changes on cash and cash equivalents		-			9
Net increase/(decrease) in cash and cash equivalents	$	1,364		$	(2,959	)

Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

Specimen, artifact and license agreements (*)	$	3,413	$	1,858	$	305	$	850	$	400
Real estate operating leases		54,787		8,415		14,773		9,496		22,103
Capital lease obligations		63		31		32		-		-
Interest payable on capital lease obligation		6		4		2		-		-
Royalty payable		714		413		301		-		-
Interest payable on royalty payable		96		48		48		-		-
Notes payable		8,190		8,190		-		-		-
Interest payable on notes payable		90		90		-		-		-
Purchase obligations (**)		824		824		-		-		-
Equipment leases		133		47		63		23		-
Total	$	68,316	$	19,920	$	15,524	$	10,369	$	22,503

	Three Months Ended March 31,						% Change
	2015			2014
	(In thousands except percentages)


Revenue	$	1,414		$	1,018			38.9	%
Cost of revenue (exclusive of depreciation and amortization)		309			326			(5.1	)%
Gross profit		1,105			692			59.7	%
Gross profit as a percent of revenue		78.1	%		67.8	%

Operating expenses		1,135			699			62.4	%
Loss from operations before income tax		(29	)		(7	)		(314.3	)%

Income tax expense		-			-			N/A


Net loss		(29	)		(7	)		(314.3	)%

	Revenue (in thousands)
	Three Months Ended March 31,
	2015		2014
Revenue
Sales-type lease and fixed fee	$	1,108	$	797
Gate Share		306		221
Total revenue		1,414		1,018

	Analysis of Consolidated Statements of Operations
	December 31, 2014			December 31, 2013			% Change
	(In thousands except percentages and per share data)

Revenue	$	11,130		$	6,389			74.2	%
Cost of revenue		1,648			2,504			(34.2	)%
Gross profit		9,482			3,885			144.1	%
Gross profit as a percent of revenue		85.2	%		60.8	%

Operating expenses		2,948			2,874			2.6	%
Income from operations before income tax		6,534			1,012			545.7	%

Provision for income taxes		(866	)		(53	)		1534.0	%

Net income		5,668			959			491	%

Foreign currency translation		143			(10	)		(1530.0	)%


Comprehensive income attributable to shareholders of Dinoking Tech Inc.		5,811			949			512.3	%

	Cost of Revenue
	(in thousands, except percentages)
	Years Ended						Percent Change
	December 31, 2014			December 31, 2013			2015 vs. 2014

Cost of revenues

Cost of assets – sales-type lease	$	969		$	1,871			(48.2	)%
Other costs of revenues		679			633			7..3	%

Total	$	1,648		$	2,504			(34.2	)%
Exhibition expense as percent of exhibition revenue		14.8	%		39.2	%

Revenue	Mar 31 2015		Mar 31 2014
United States		290,392		876,835
Canada		971,744		16,284
Other		151,864		125,000
		1,414,000		1,018,120

	Three Months Ended March 31,
	2015

Net cash provided by/(used in) operating activities	$	(217	)
Net cash used in investing activities		(495	)
Net cash provided by/(used in) financing activities		270
Net decrease in cash and cash equivalents	$	(442	)

	High		Low
Fiscal 2016
Second Quarter (June 1, 2015 through July 23, 2015)	$	4.64	$	2.90
First Quarter (March 1, 2015 through May 31, 2015)		4.90		4.31
Fiscal 2015
Fourth Quarter ended February 28, 2015	$	7.60	$	3.34
Third Quarter ended November 30, 2014		9.10		6.62
Second Quarter ended August 31, 2014		7.90		6.25
First Quarter ended May 31, 2014		10.50		7.90
Fiscal 2014
Fourth Quarter ended February 28, 2014	$	1.22	$	0.88
Third Quarter ended November 30, 2013		1.76		1.05
Second Quarter ended August 31, 2013		2.00		1.52
First Quarter ended May 31, 2013		2.93		2.00

Name	Cash ($) (1)(2)(3)	Equity ($)(4)	Pension/ NQDC ($)	Perquisites/ Benefits ($)	Tax Reimbursement ($)	Other ($)	Total ($)
Michael J. Little	$280,000	$0	$0	$0	$0	$0	$280,000
John Norman	$106,667	$0	$0	$0	$0	$0	$106,667
Samuel S. Weiser	$300,000	$0	$0	$0	$0	$0	$300,000

	Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares (#)		Percentage of Class (%) ⁽¹⁾
More than 5% Shareholders:
Sellers Capital Master Fund, Ltd. (2)		1,543,018		31.4	%
Greggory Schneider (3)		303,750		6.2	%
Directors and Executive Officers:
Douglas Banker (4)(5)		17,444		*
Rick Kraniak (4)		1,227		*
Michael J. Little (6)		40,200		*
John Norman		2,818		*
Mark A. Sellers (2)		1,543,018		31.4	%
Samuel S. Weiser (7)(8)		29,830		*
Directors and executive officers as a group (6 persons)(9)		1,634,537		33.0	%


(1)	As reported by such persons as of July 24, 2015, with percentages based on 4,917,222 shares of the Company’s common stock outstanding, except as indicated otherwise and except where the person has the right to acquire shares within the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares beneficially owned by such person and the number of shares outstanding. The Company has determined beneficial ownership in accordance with the SEC’s rules. Under such rules, “beneficial ownership” is deemed to include shares for which the individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire shares by exercise of options. Shares that may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options.” Unless otherwise indicated in the footnotes to this table, each shareholder named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by that shareholder. The Company has omitted percentages of less than 1% from the table (indicated by *).

(2)	This information as to the beneficial ownership of shares of the Company’s common stock is based on the Schedule 13D/A filed with the SEC by Sellers Capital Master Fund, Ltd., Sellers Capital LLC, and Mark A. Sellers on December 1, 2014, as adjusted for the Company’s 1-for-10 reverse stock split. Each reporting person reports shared voting and dispositive power with respect to 1,543,018 of such shares. Mark A. Sellers is the managing member of Sellers Capital LLC, which is the investment manager to and general partner of Sellers Capital Master Fund, Ltd. Mr. Sellers disclaimed beneficial ownership of shares of the Company’s common stock, except to the extent of his pecuniary interest therein. The principal business office of Sellers Capital Master Fund, Ltd. is c/o M&C Corporate Services, Ugland House, South Church Street, P.O. Box 309 GT, George Town, Grand Cayman, Cayman Islands. The principal business office of Sellers Capital LLC and Mark A. Sellers is 200 S. Wacker Drive, Suite 3100, Chicago, Illinois 60606.

(3)	This information as to the beneficial ownership of shares of the Company’s common stock is based on the Schedule 13D/A filed with the SEC by Greggory Schneider on October 24, 2012, as adjusted for the Company’s 1-for-10 reverse stock split. The reporting person reports sole voting and dispositive power with respect to all of such shares. The principal business office of Greggory Schneider is 10445 Wilshire Blvd. #1806, Los Angeles, CA 90024.

(4)	The number shown does not include 3,790 restricted stock units granted to each of the Company’s non-employee directors (other than Mr. Sellers) on January 1, 2015. These units will vest and will be paid in shares of common stock on January 1, 2016.

(5)	This number includes presently exercisable options to purchase 7,500 shares of common stock.

(6)	The number shown includes presently exercisable options to purchase 40,000 shares of common stock.

(7)	The number includes presently exercisable options to purchase 15,000 shares of common stock.

(8)	Mr. Weiser resigned as Executive Chairman and as a member of the Company’s Board of Directors on April 2, 2015.
(9)	Represents beneficial ownership of the Company’s common stock held by the current directors and executive officers as a group as of July 24, 2015.

(1)	The dollar value of restricted stock, stock appreciation rights and option grants represent the grant date fair value calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 10. Common Stock and Stock Compensation to the Consolidated Financial Statements in the 2014 Form 10-K.

Name	Year	Medical Insurance Premiums ($)		Health Saving Plan ($)		Living and Commuting Expenses ($)		Tax Gross Up on Commuting Expense ($)		Severance ($)		Rental Payments for Office Space ($)		Total ($)
Samuel Weiser	2015		22,200		—		7,392		2,506		260,000		22,683		314,781
Michael Little	2015		15,766		2,230		12,162		5,704		—		—		35,862
John Norman	2015		11,227		—		—		—		—		—		11,227

(3)	Mr. Weiser was appointed as President and Chief Executive Officer on June 29, 2012. On June 13, 2014, Mr. Weiser resigned as President and Chief Executive Officer. On August 28, 2014, the Board of Directors appointed Mr. Weiser as Executive Chairman of the Company. On April 2, 2015 Mr. Weiser resigned as Executive Chairman of the Company.
(4)	Mr. Little was appointed Chief Financial Officer on June 16, 2011 and became Chief Financial Officer and Chief Operating Officer on November 28, 2011. Mr. Little was appointed Interim President and Chief Executive Officer on June 13, 2014.
(5)	Mr. Norman became President of Arts and Exhibitions International, LLC, the Company’s subsidiary, on June 25, 2012, and President of Premier Exhibition Management, LLC, on April 2, 2013.
(6)	The amount in this column reflects (a) salary paid to Mr. Weiser for his service as President and Chief Executive Officer, (b) payments to Mr. Weiser for his services as an interim officer pursuant to a consulting agreement with Foxdale Management, LLC, a consulting firm founded by Mr. Weiser that provided advice and other consulting services to the Company, (c) fees paid in cash to Mr. Weiser for his service as a director of the Company, and (d) salary paid to Mr. Weiser for his service as the Executive Chairman of the Company. Pursuant to his employment agreement with the Company, Mr. Weiser waived his director fees beginning June 29, 2012.
(7)	The Compensation Committee awarded Mr. Weiser a discretionary cash bonus of $140,000 based on fiscal year 2013 performance. The bonus is reflected in the amendment to the employment agreement between the Company and Mr. Weiser, dated June 12, 2013.
(8)	For 2013, this column reflects the value of restricted stock units awarded to Mr. Weiser pursuant to his employment agreement, which vested in full pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser. Mr. Weiser waived his director fees beginning June 29, 2012 when he entered into his employment agreement. At that time 843 of the restricted stock units granted on January 1, 2012, vested and the remaining 853 restricted stock units were forfeited.
(9)	For 2014, this column reflects the value of stock options awarded to Mr. Weiser pursuant to his amended employment agreement, which vested in full and became exercisable pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser. For 2013, this column reflects the value of stock appreciation rights awarded to Mr. Weiser pursuant to his employment agreement, which vested in full and became exercisable pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser.
(10)	Pursuant to Mr. Little’s employment agreement, he has the opportunity to receive a discretionary bonus of up to 50% of his base salary annually.
(11)	For 2014, this column reflects the value of stock options awarded to Mr. Little pursuant to his amended employment agreement, which vest and are exercisable over a multi-year period.
(12)	For fiscal 2013, fiscal 2014, and fiscal 2015 the Compensation Committee established a bonus opportunity for Mr. Little under the Premier Exhibitions, Inc. Annual Incentive Plan of up to 50% of his base salary, in lieu of the discretionary bonus opportunity provided in his employment agreement. Mr. Little earned his full bonus award in 2013 and one quarter of his bonus award in 2014. Mr. Little did not receive a bonus for fiscal 2015.
(13)	Pursuant to his employment agreement with the Company, Mr. Norman had a formulaic bonus opportunity for the period June 25, 2012 through June 24, 2013 and June 25, 2013 through February 28, 2014. The amount reported for fiscal 2014 includes the portion of the bonus paid for the period June 25, 2012 through June 24, 2013 attributable to fiscal 2014. No bonus was earned for the period June 25, 2013 through February 28, 2014 or March 1, 2014 through February 28, 2015. The amount reported for fiscal 2013 includes the portion of the bonus paid for the period June 25, 2012 through June 24, 2013 attributable to fiscal 2013. For the bonus award paid for the period June 25, 2012 to June 25, 2013, the Company paid half in cash and half in shares issued under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan.

	Option Awards
Name (4)	Number of Shares Underlying Unexercised Options (#) Exercisable			Number of Shares Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date
Samuel S. Weiser		25,000	⁽¹⁾	-			$	27.00	6/29/2017
		15,000	⁽²⁾	-			$	17.80	7/12/2018

Michael J. Little		30,000	⁽¹⁾		-		$	16.60	6/27/2016
		3,333	⁽³⁾		6,667	⁽³⁾	$	17.80	7/12/2018


	(1)	These options vested one-third on June 27, 2012, with the remaining two-thirds vesting in twenty-four equal parts each month thereafter.
	(2)	These restricted stock units would have vested between March 31, 2014 and November 30, 2014, pro rata each month. The restricted stock units vested in full on June 20, 2014, pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser.
	(3)	These options vest one third on each of the first three anniversaries of the date of grant, July 12, 2013. Mr. Weiser’s options vested in full on June 20, 2014, pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser.
	(4)	Mr. Norman does not currently have any outstanding equity awards.

Name and Background		Director Since
Douglas Banker, age 63, has served as a director since August 2000. Mr. Banker’s more than 35 years of experience in the entertainment industry includes major market concert production and promotions; providing management services to musicians and recording artists; marketing, merchandising, licensing, and sales of music media products; as well as the development and management of international concert tours. Mr. Banker is currently Vice President of McGhee Entertainment, a successful artist management company with offices in Los Angeles and Nashville. Mr. Banker also served as President of the Board of the Motor City Music Foundation in Detroit, Michigan from 1996 to 2000. The Board of Directors believes that Mr. Banker’s entertainment and marketing experience and his experience in international markets makes him well suited to service on the Board of Directors of the Company.		2000
Rick Kraniak, age 65, joined the Board of Directors in August of 2014 and has previously served as a consultant to the Company from 2005 to 2008. His entrepreneurial background includes launching a number of businesses in the media and entertainment, health, software, Internet, and technology verticals. Since February 2005, Mr. Kraniak has been an owner of RK Consulting, a privately held company providing consulting services in media, entertainment and health care industries. Through RK Consulting, he currently serves as an advisor to Cavendish Global, a privately held company in the financial services industry, and Discount Coupons Corporation, a marketing company. From May 2011 to May 2014, Mr. Kraniak was a principal and chief strategic officer of Buzcast.com, a privately held digital technology company; from April 2007 to 2009, he was an advisor to, and shareholder in Tix Corporation, an entertainment company providing discount ticketing and discount dinner reservations; and from 2006 to 2008, he was a senior advisor at Beringea Limited, a London-based private equity firm. From April 1974 to May 1996, Mr. Kraniak was an owner of Brass Ring Productions, which produced over 6,000 performances, including The Rolling Stones, Madonna, Elton John and Bruce Springsteen, among others. Mr. Kraniak was previously a director of OptimizeRx Corp. The Board of Directors believes that Mr. Kraniak’s experience in the entertainment industry makes him well suited to service on the Board of Directors of the Company.		2014
Mark A. Sellers, age 46, has served on the Board of Directors since July 2008, serving as Chairman of the Board from January 2009 to August 2014 and since May 2015. Mr. Sellers has been the founder and managing member of Sellers Capital LLC, an investment management firm, since 2003. Sellers Capital LLC manages Sellers Capital Master Fund, Ltd., a hedge fund that is the Company’s largest shareholder. Prior to founding Sellers Capital LLC, Mr. Sellers was the Lead Equity Strategist for Morningstar, Inc., a provider of investment research. The Board of Directors believes Mr. Sellers is qualified to serve as a director of the Company due to his extensive financial and investment experience. In addition, Mr. Sellers’ role as managing member of the Company’s largest shareholder provides a valuable shareholder perspective to the Board of Directors.		2008