Exhibit 10.1


 


 





*** OMITTED AND FILED SEPARATELY WITH
THE


SECURITIES AND EXCHANGE COMMISSION


 


CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTION 240.24b-2


 


FIRST
AMENDMENT TO LEASE 


 


This FIRST AMENDMENT
TO LEASE (this “Amendment”), dated as of November 24, 2014 (the “Effective Date”), is made
between 417 FIFTH AVE REAL ESTATE LLC (the "Landlord") and PREMIER EXHIBITIONS, INC. (the "Tenant").


 


W I
T N E S S E T H :


 


WHEREAS by that certain
Agreement of Lease dated as of April 9, 2014 (the “Lease”) Landlord leased to Tenant and Tenant leased from
Landlord certain premises located in the building located at 417 Fifth Avenue, New York, New York (the “Building”)
as more particularly described in Article 41 of the Lease (the “Premises”);


 


WHEREAS, Landlord is
responsible for the performance of the Initial Work on behalf of Tenant pursuant to Article 46 of the Lease;


 


WHEREAS, Landlord and
Tenant mutually desire to modify Article 46 to provide that Tenant shall be responsible for the performance of the Initial Work;
and


 


WHEREAS, Tenant is
obligated to pay Landlord the Additional Amortized Rent pursuant to Article 46.D(6) of the Lease;


 


WHEREAS, Landlord and
Tenant mutually desire to clarify the payment of the Additional Amortized Rent by amending Exhibit C and Exhibit C-1 to the Lease
and in other respects upon the terms hereinafter contained; and


 


WHEREAS, Landlord and
Tenant mutually desire to modify the Lease in certain other respects, as hereinafter set forth.


 


NOW THEREFORE in consideration
of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, Landlord and Tenant hereby agree that the Lease is hereby amended, modified and supplemented as follows:


 


1.                 
Defined Terms. Unless the context otherwise clearly indicates a contrary intent or unless specifically otherwise
provided herein, each term used in this Amendment which is defined in the Lease shall be deemed to have the meaning ascribed thereto
in the Lease.


 


2.                 
Commencement Date. Landlord and Tenant each acknowledge and agree that the Commencement Date occurred on July 9,
2014.






    	 



    	 



    

3.                 
Rent Commencement Date. Landlord and Tenant each acknowledge and agree that the Rent Commencement Date shall occur
on January 9, 2015. Landlord hereby waives any Tenant Delay that occurred prior to the date hereof.


 


4.                 
Landlord’s Work. Landlord and Tenant each acknowledge and agree that the Landlord’s Work was Substantially
Completed on July 9, 2014.


 


5.                 
Façade Work. Landlord and Tenant each acknowledge and agree that the Façade Work was Substantially
Completed on November 7, 2014. Tenant hereby waives any right to receive a per diem rent credit against Fixed Rent due to the Façade
Work not being completed by the Anticipated Facade Work Completion Date.


 


6.                 
Initial Work. Section 46.D of the Lease is hereby modified to provide the following:


 


(a)All references in the Lease
regarding the performance of the Initial Work to be performed by Landlord are hereby deleted in their entirety, including, without
limitation, Section 46.D(7). In lieu thereof, Tenant shall be responsible for the performance of the Initial Work and agrees to
hire a construction management company (the “CMC”), reasonably acceptable to Landlord, to perform (or cause
to be performed) the Initial Work in compliance all Legal Requirements, the terms of this Lease and the Final Plans approved by
Landlord. Landlord hereby approves Structure Tone as an approved CMC. Notwithstanding Tenant being responsible for the performance
of the Initial Work, Landlord agrees to assist Tenant and the CMC, at no cost to Tenant other than the CM Fee, in their performance
of the Initial Work, as reasonably requested, by attending onsite meetings with Tenant, the CMC and/or other professionals involved
in the performance of the Initial Work, overseeing the performance of the Initial Work, coordinating various aspects of the Initial
Work and/or performing such other acts to facilitate the performance of the Initial Work amongst the various parties and governmental
agencies involved in connection with the Initial Work.


 


(b)Section 46.D(3) is hereby deleted
in its entirety, and all references in the Lease to the Bids are hereby deleted in their entirety.


 


(c)As of the Effective Date, the
estimated cost to perform the Initial Work is [* * *], as more particularly described on Schedule 1 annexed hereto and made
a part hereof (the “Estimated Project Costs”). The Estimated Project Costs is based on Proposed Plans (not Final
Plans) dated September 4, 2014 and does not include costs associated with [* * *] (collectively, the “Additional Costs”).
In order to ensure sufficient funds are available to complete the Initial Work (exclusive of the Additional Costs), Tenant shall
deliver to Landlord, simultaneously upon execution of this Amendment, in immediately available funds, an amount equal to [* * *]
(the “Initial Fund”). The Initial Fund was determined by calculating the difference between the Estimated Project
Costs and the aggregate amount of the Landlord Contribution, the Revolving Door Contribution and the Construction Allowance. Prior
to incurring any Additional Costs, [* * *]. Landlord shall hold the Initial Fund in a non-interest bearing bank account and shall
make disbursements therefrom to Tenant’s architect, engineer, expediter or to the CMC in accordance with Section 46.D(5)(c)
as the Initial Work progresses. [* * *]. The Initial Fund is paid as a trust fund, similar to the provisions of Section 13 of the
New York Lien Law, to be used only for the payment of the costs related to the Initial Work, and not as additional security for
Tenant’s obligations under the Lease. Landlord and Tenant agree that the Initial Fund being paid on the date hereof shall
be allocated as follows: (i) the amount of [* * *] shall be paid directly to “Murray Hill Properties” to be applied
towards the CM Fee, which amount shall be deemed due and payable on the date hereof, and (ii) the balance of the Initial Fund,
in the amount of [* * *] shall be delivered to and held by Landlord in accordance with the provisions of this Lease (as amended
in this First Amendment). The portion of the Initial Fund, if any, that is not applied to the costs of the Initial Work, shall
be refunded to Tenant. [* * *].”


 






    	 



    	 



    

(d)Section 46.D(4) is hereby deleted
in its entirety. Upon request by the CMC and after receipt by Landlord of all necessary paperwork, including drawings with respect
to the Final Plans, Landlord agrees to assist the CMC to obtain, at Tenant’s sole cost and expense, any and all building
permits required for the performance of the Initial Work, including, without limitation, any determinations necessary to obtain
same.


 


(e)Section 46.D(5)(c) is hereby
deleted in its entirety and replaced with the following new language:


 


“Provided
this Lease is in full force and effect and no default under this Lease then exists beyond the expiration of any applicable notice
and cure periods, Landlord shall pay to Tenant’s architect, engineer, expediter or to the CMC for costs incurred by Tenant
in connection with the performance of the Initial Work, but subject to the Soft Cost Cap with respect to the Soft Costs and in
all events subject to the provisions of this Lease. Landlord shall disburse funds for the Initial Work initially from the Initial
Fund (including any subsequent deposits as required hereunder) until same is entirely utilized, then from the Landlord Contribution
and the Revolving Door Contribution (if applicable) and then, after all of the foregoing amounts have been utilized, from the Construction
Allowance. Landlord shall not be obligated to make any disbursement until Tenant delivers to Landlord a Disbursement Request (as
hereinafter defined), which is accompanied by all of the documentation required below. Landlord shall not make more than one (1)
disbursement of the Initial Fund, the Landlord Contribution, the Revolving Door Contribution (if applicable) and/or the Construction
Allowance more frequently than once in any calendar month. Subject to the terms of this Section 46.D(5)(c), Landlord shall disburse
a portion of the Initial Fund, the Landlord Contribution, the Revolving Door Contribution (if applicable) and/or the Construction
Allowance within thirty (30) days after receipt of a complete Disbursement Request. The term “Disbursement Request”
shall mean a request for a disbursement of the Initial Fund, the Landlord Contribution, the Revolving Door Contribution (if applicable)
and/or the Construction Allowance signed by the chief financial officer or President of Tenant (or another officer of Tenant who
performs the functions ordinarily performed by a chief financial officer), together with:


 


(i)written
certification from Tenant’s construction professional requesting payment (e.g., architect, engineer, expediter, or the CMC)
detailing the work performed and which is the subject of the Disbursement Request;


 


(ii)copies
of reasonable documentation (such as bills and invoices) that indicate that the applicable work has been completed, the applicable
materials have been furnished, or the applicable services have been performed, as the case may be;






    	 



    	 



    

(iii)with
the exception of the first Disbursement Request, copies of paid invoices covering all work and/or materials which were the subject
of all previous Disbursement Requests;


 


(iv)waivers
of lien from all contractors, subcontractors, materialmen, architects, engineers and other persons who may file a lien against
the Demised Premises and/or the real property in which it is situated in connection with the performance of the Initial Work, for
which previous disbursements of the Initial Fund, the Landlord Contribution, the Revolving Door Contribution (if applicable) and/or
the Construction Allowance have been made (except to the extent Tenant gave such waivers of lien to Landlord in connection with
a prior Disbursement Request);


 


(v)a certificate
of the Tenant’s architect stating that, in his or her opinion, the portion of the Initial Work theretofore substantially
completed and for which the disbursement is requested was performed in a good and workmanlike manner and substantially in accordance
with the Final Plans, as approved by Landlord (or deemed approved by Landlord, as the case may be); and


 


(v)a revised
estimate of the total estimated cost to perform the Initial Work, prepared by the CMC.


 


Notwithstanding
anything to the contrary, the amount to be paid by Landlord on account of each Disbursement Request shall be reduced by ten (10%)
(the “Retainage”). Landlord shall disburse the Retainage upon (i) submission of a final Disbursement Request
by Tenant, accompanied by all of the foregoing documentation, (ii) completion of all punchlist items, and (iii) delivery to Landlord
of all final sign-offs on any construction permits.


 


Notwithstanding
anything to the contrary, the failure of Tenant to provide the required documentation with respect to a particular contractor or
matter shall not permit Landlord to withhold the entire amount requested under a Disbursement Request, but only that portion which
is deficient, and only until such time as the deficiency is corrected by Tenant, subject to the immediately succeeding sentence.
If any matter concerning a Disbursement Request is disputed by Landlord, the undisputed portion shall be funded by Landlord subject
to all of its rights to dispute such matter, and such dispute shall be resolved by arbitration under the AAA in accordance with
the provisions of this Lease.


 


In no
event shall Landlord be obligated to pay to Tenant more than the amount being held on account of the Initial Fund, the Landlord
Contribution, the Revolving Door Contribution (if applicable) and/or the Construction Allowance. Landlord shall incur no out-of-pocket
costs as it relates to the performance of the Initial Work, and the provisions of Sections 46.D(6)(d) and (e) shall continue to
apply from and after the Effective Date.


 


Notwithstanding
the foregoing, and in addition to any other rights or remedies of Landlord, if any mechanics lien exists as of the date on which
Tenant makes a Disbursement Request, Landlord shall not be required to make any disbursement thereof until such lien has been removed
by bond or otherwise; provided, however, that Landlord shall promptly disburse the amount withheld upon the bonding or other removal
of such lien.”


 






    	 



    	 



    

(f)Section 46.D(6)(a) of the Lease
is hereby deleted in its entirety and replaced with the following new language:


 


“In
addition to the Landlord Contribution and the Revolving Door Contribution, Landlord agrees to loan to Tenant an amount up to [*
* *] (the “Construction Allowance”) to be applied toward so-called “hard costs” to perform the Initial
Work and to pay the CM Fee, which amount shall be repaid by Tenant to Landlord pursuant to the provisions of Section 46.D(6)(c)
below.”


 


(g)Section 46.D(6)(c) of the Lease
is hereby deleted in its entirety and replaced with the following new language:


 


“The
entire Construction Allowance utilized for costs related to the preparation and/or revision of the Proposed Plans, the Final Plans,
the Construction Plan, and/or to obtain the Building Permits, the Temporary Occupancy Permits and/or the Final Occupancy Permits,
and/or to perform the Initial Work shall be reimbursed to Landlord by Tenant, together with interest thereon at the rate of twelve
percent (12%) per annum (the “Additional Amortized Rent”) as hereinafter set forth. The Additional Amortized
Rent shall be payable in [* * *] equal monthly installments, in the amount of [* * *] in accordance with the amortization schedule
annexed hereto as Exhibit C-2 (subject to acceleration if this Lease is terminated prior to the Expiration Date, but only
to the extent of the Construction Allowance actually funded). The Additional Amortized Rent shall be payable on the first (1st)
day of each calendar month, commencing on January 1, 2015 and on each consecutive month thereafter for a total of one hundred twenty
(120) months. Amortized Rent shall be payable by Tenant to Landlord without notice or demand, and without any offsets, or deductions
whatsoever. If the entire Construction Allowance is not utilized, then the Additional Amortized Rent shall be recalculated to account
for the actual amount of the Construction Allowance utilized in connection with the preparation and/or revision of the Proposed
Plans, the Final Plans, the Construction Plan, and/or to obtain the Building Permits, the Temporary Occupancy Permits and/or the
Final Occupancy Permits, and/or to perform the Initial Work and/or as otherwise utilized in accordance with the terms of this Lease.”


 


(h)Exhibit C and Exhibit C-1.
Exhibit C and Exhibit C-1 annexed to the Lease are each deleted in their entirety and replaced with Revised Exhibit C and
Revised Exhibit C-1 annexed hereto and made a part hereof. All references in the Lease to Exhibit C and Exhibit C-1 shall
be deemed to refer to Revised Exhibit C and Revised Exhibit C-1, respectively.


 


(i)Section 45.H of the Lease is
hereby deleted in its entirety and replaced with the following new language:


 






    	 



    	 



    

“(1)Upon
substantial completion by Tenant of the Initial Work (or portion thereof if Tenant performs the Initial Work in phases), and provided
Tenant delivers to Landlord all required paperwork, Landlord shall procure the necessary governmental license, approval or permit
to allow Tenant to occupy the Demised Premises and to operate for the Initial Uses, which Tenant acknowledges and agrees (i) may
be a temporary place of assembly permit, or a temporary certificate of occupancy or a similar temporary license, approval or permit
(the “Temporary Occupancy Permit”), (ii) may pertain to only a portion of the Demised Premises to the extent
Tenant performs the Initial Work (as hereinafter defined) in phases, and/or (iii) may not allow all of the uses contemplated by
the Initial Uses if Tenant performs the Initial Work in phases. Landlord, at Tenant’s sole cost and expense, shall cause
the Temporary Occupancy Permit to be renewed as necessary until the Final Occupancy Permit (as hereinafter defined) is issued.
Promptly after Tenant’s completion of the Initial Work and delivery to Landlord of all necessary paperwork, Landlord shall
use good faith and diligent efforts to obtain a final place of assembly permit, or a final partial certificate of occupancy or
equivalent license, approval or permit for the use of the entire Demised Premises for the Initial Uses (the “Final Occupancy
Permit”). Tenant shall at all times comply with the terms and conditions of the Temporary Occupancy Permit and/or the
Final Occupancy Permit.


 


(2)The
cost to obtain and renew, if applicable, the Temporary Occupancy Permit and to obtain the Final Occupancy Permit shall be at Tenant’s
sole cost and expense (however, Tenant may request any amount incurred to obtain same be paid from the Landlord Contribution and/or
the Construction Allowance), and except as set forth in Article 73 of this Lease or in any other specific provision of this Lease,
Landlord shall have no obligation to make any changes, upgrades, additions or other improvements to the Demised Premises and/or
the Building in connection with the procurement (or renewal) of the Temporary Occupancy Permit and/or the Final Occupancy Permit.


 


(3)Tenant
acknowledges that Landlord has made no representation as to the propriety of any use permitted or prohibited under existing or
future zoning or other laws and/or regulations applicable to the Demised Premises or the Building, and this Lease shall continue
in full force and effect notwithstanding Landlord’s failure or inability to obtain any required Temporary Occupancy Permit
and/or Final Occupancy Permit and/or Tenant’s failure or inability to obtain any required Temporary Occupancy Permit and/or
Final Occupancy Permit upon any change of use of the Premises to a Lawful Use provided Landlord complies with its obligations under
this Article 45.H.


 


(4)Nothing
in this Section 45.H shall be deemed to require Landlord to obtain any liquor license or other license, permit or approval permitting
Tenant to serve and/or allow the consumption of alcoholic beverages in the Demised Premises.”


 


(j)Section 45.M of the Lease is
hereby modified by changing the definition of Tenant’s “Required Opening Date” from “one hundred eighty
(180) days after Substantial Completion of the Initial Work” to “December 31, 2015, subject to delays due to Force
Majeure.”


 


7.                 
Full Force and Effect. Except as herein expressly amended, modified and supplemented, all of the terms, conditions
and provisions of the Lease remain and continue unmodified and in full force and effect and are hereby ratified and confirmed
in every respect.






    	 



    	 



    

8.                 
No Modification. This Amendment shall not be changed, modified or cancelled orally.


 


9.                 
Counterparts. This Amendment may be executed in one or more counterparts, whether delivered by facsimile, electronic
mail or Portable Document Format (PDF), and any one or all of which shall constitute but one agreement.


 


10.             
Governing Law; Successors and Assigns. This Amendment shall be governed by and construed in accordance with the laws
of the State of New York and shall be binding upon the parties hereto and their respective permitted successors in interest and
assigns.


 


11.             
Not Binding. This Amendment is being tendered to Tenant without obligation on Landlord’s part and in no event
shall it be deemed to be binding upon Landlord or give Tenant any rights unless and until Landlord shall have executed the same
and delivered a copy to Tenant.


 


12.             
Entire Agreement. This Amendment, together with the Lease, contains the entire agreement of the parties with respect
to its subject matter and all prior negotiations, discussions, representations, agreements and understandings heretofore had among
the parties with respect thereto are merged herein.


 


13.             
Conflict. To the extent of any inconsistency or conflict between the terms of this Amendment and the Lease, the terms
of this Amendment shall govern.


 


[Signature page follows.]


 






    	 



    	 



    

IN WITNESS THEREOF
Landlord and Tenant have executed this Amendment as of the day and year first written above.


 





	Landlord:	417 FIFTH AVE REAL ESTATE LLC
	 	By:  /s/ Roxana Girand

Name: Roxana Girand

Title
	Tenant:	PREMIER EXHIBITIONS, INC.  
		By:  /s/ Michael Little

Name: Michael Little

Title: Interim CEO & President







 






    	 



    	 



    

REVISED EXHIBIT C


 


Fixed Annual Rent – Use Plan
A


 


	TERM	FIXED ANNUAL RENT	
        TOTAL MONTHLY

         

        RENT

         

	Lease Year 1	$3,350,000.00	$279,166.67
	Lease Year 2	$3,350,000.00	$279,166.67
	Lease Year 3	$3,350,000.00	$279,166.67
	Lease Year 4	$3,350,000.00	$279,166.67
	Lease Year 5	$3,350,000.00	$279,166.67
	Lease Year 6	$3,750,000.00	$312,500.00
	Lease Year 7	$3,750,000.00	$312,500.00
	Lease Year 8	$3,750,000.00	$312,500.00
	Lease Year 9	$3,750,000.00	$312,500.00
	Lease Year 10	$3,750,000.00	$312,500.00
	Lease Year 11*	$3,750,000.00	$312,500.00


 


 


 


* Lease Year 11 is a partial
Lease Year consisting of 10 months.


 






    	 



    	 



    

REVISED EXHIBIT C-1


 


FIXED ANNUAL RENT – Use Plan B


 


	TERM	FIXED ANNUAL RENT	
        TOTAL MONTHLY

         

        RENT

         

	Lease Year 1	$3,217,120.00	$268,093.33
	Lease Year 2	$3,217,120.00	$268,093.33
	Lease Year 3	$3,217,120.00	$268,093.33
	Lease Year 4	$3,217,120.00	$268,093.33
	Lease Year 5	$3,217,120.00	$268,093.33
	Lease Year 6	$3,601,254.00	$300,104.50
	Lease Year 7	$3,601,254.00	$300,104.50
	Lease Year 8	$3,601,254.00	$300,104.50
	Lease Year 9	$3,601,254.00	$300,104.50
	Lease Year 10	$3,601,254.00	$300,104.50
	Lease Year 11*	$3,601,254.00	$300,104.50


 


 


 


* Lease Year 11 is a partial
Lease Year consisting of 10 months.


 






    	 



    	 



    

EXHIBIT C-2


 


AMORITIZATION SCHEDULE


 


[* * *]


 






    	 



    	 



    

Schedule 1


 


ESTIMATED PROJECT COSTS


 


[* * *]