X0303 4 2009-08-06 0 0000796764 PREMIER EXHIBITIONS, INC. PRXI 0001411818 Sellers Capital Master Fund, Ltd. C/O M&C CORPORATE SERVICES, UGLAND HOUSE SOUTH CHURCH STREET, PO BOX 309 GT GEORGE TOWN GRAND CAYMAN E9 CAYMAN ISL CAYMAN ISLANDS 1 0 1 0 0001412234 Sellers Capital LLC 311 S. WACKER DR., STE. 925 CHICAGO IL 60606 1 0 1 0 0001412222 Sellers Mark A 311 S. WACKER DR., STE. 925 CHICAGO IL 60606 1 0 1 0 Convertible Note .75 2009-08-06 4 P 0 6000000 6000000 A 2009-08-13 2012-05-06 Common Stock 8000000 6000000 D Convertible Note .75 2009-08-06 4 P 0 5550000 5550000 A 2009-08-13 2012-05-06 Common Stock 7400000 11550000 D Sellers Capital Master Fund, Ltd. is a Privately Offered Collective Investment vehicle that may be deemed the direct beneficial owner of the securities referred to herein. Sellers Capital LLC, is the investment manager of Sellers Capital Master Fund, Ltd. and Mark A. Sellers is the managing member of Sellers Capital LLC. Therefore, Mr. Sellers and Sellers Capital LLC may be considered indirect beneficial owners of the securities referred to herein. Sellers Capital Master Fund Ltd., Sellers Capital LLC and Mr. Sellers each disclaim beneficial ownership of the securities referred to herein except to the extent of their pecuniary interest therein. The Reporting Persons originally purchased the convertible notes on May 6, 2009, and June 15, 2009, respectively; however, the ability of the holder of such notes to convert them into common stock of the Issuer was contingent upon shareholder approval of the issuance of the shares of common stock issuable upon conversion of the notes and an amendment to the Issuer's certificate of incorporation increasing the number of authorized shares of common stock to an amount not less than necessary to enable the full issuance of the number of the shares of common stock that may be issuable upon conversion of the Note. On August 6, 2009, at the Issuer's 2009 Annual Meeting of Shareholders, the Issuer's shareholders approved the issuance of common stock upon conversion of the notes and the related amendment to the Issuer's certificate of incorporation. The convertible notes pay interest in cash at a rate of 6 percent per annum; however, in the event that there is any accrued and unpaid interest with respect to a convertible note at the time of conversion of such note, additional shares will be issued to the holder of the convertible note in an amount equal to the accrued an unpaid interest on the convertible note at such time divided by the conversion price (with adjustments to avoid the issuance of fractional shares). /s/ Samuel S. Weiser on behalf of SELLERS CAPITAL MASTER FUND, LTD. 2009-08-10 /s/ Samuel S. Weiser on behalf of SELLERS CAPITAL LLC 2009-08-10 /s/ Mark A. Sellers 2009-08-10