EX-10.4







Exhibit 10.4



NEITHER THIS WARRANT NOR THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.




FORM OF WARRANT TO PURCHASE COMMON STOCK




OF




PREMIER EXHIBITIONS, INC.




			
	 	 	 
	Warrant No. W-
	 	May ___, 2009






     THIS CERTIFIES THAT, for value received, Sellers Capital Master Fund, Ltd., an exempted
company organized under the laws of the Cayman Islands, having an address at 311 S. Wacker Drive,
Suite 925, Chicago, Illinois (the “Investor”), is entitled to subscribe for and purchase
from Premier Exhibitions, Inc., a Florida corporation, or any successor (the “Company”), in
whole or in part, at the Warrant Purchase Price (as herein defined), at any time during the period
commencing on the Initial Exercise Date (as herein defined) and ending at 5:00 p.m., Eastern time,
on the date that is five (5) years after the Effectiveness Date (as herein defined) (the
“Expiration Date”), up to that number of shares of the fully paid and non-assessable Common
Stock (as herein defined) determined by multiplying (i) seven percent (7%) by (ii) the total number
of shares of Common Stock into which the outstanding principal amount of the Convertible Note (as
herein defined) is, on the Effectiveness Date, convertible, in accordance with the terms thereof
(as such number may be adjusted as provided herein, the “Warrant Shares”), subject to the
provisions and upon the terms and conditions hereinafter set forth in this Warrant and all Warrants
issued in exchange, transfer or replacement thereof (“Warrant”).



     1. Definitions. As used in this Warrant, the following terms have the meanings set
forth below:



     “Aggregate Number” shall mean, at any time to be determined, the number of Warrant
Shares for which this Warrant may be exercised at such time.



     “Annual Meeting” shall mean the annual meeting of shareholders required to be called
pursuant to the Note Purchase Agreement.



 









 





     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law or executive order to
close.



     “Cashless Exercise” shall have the meaning set forth in Section 2(b).



     “Common Stock” shall mean the common stock, par value $0.0001 per share, of the
Company (and any other securities into which or for which the Common Stock may be converted or
exchanged pursuant to a dividend, stock split, plan of recapitalization, reorganization, merger,
sale of assets or otherwise) into which this Warrant will be exercisable.



     “Company” shall have the meaning set forth in the introductory paragraph hereto.



     “Convertible Note” shall mean that certain convertible note issued by the Company to
Investor in the principal amount set forth on Schedule A to the Note Purchase Agreement.



     “Effectiveness Date” shall have the meaning set forth in Section 10.



     “Expiration Date” shall have the meaning set forth in the introductory paragraph
hereto.



     “Fair Market Value” shall mean, with respect to a share of Common Stock on any date:
(i) the fair market value of the outstanding Common Stock over the ten (10) trading days
immediately prior to the date of calculation based upon the closing price per share of Common Stock
on each such day, as officially reported on the principal national securities exchange on which the
Common Stock is then listed or admitted to trading; or (ii) if subsection (i) is not applicable, a
market price per share determined in good faith by the Board of Directors of the Company, which
shall be deemed to be “Fair Market Value.”



     “Holder” shall mean any holder of an interest in the Warrant or the outstanding
Warrant Shares who becomes a holder in compliance with Section 3 hereof.



     “Initial Exercise Date” shall mean the first Business Day following the Annual
Meeting.



     “Investor” shall have the meaning set forth in the introductory paragraph hereto.



     “Note Purchase Agreement” shall mean that certain Convertible Note Purchase Agreement,
dated May 6, 2009, by and between the Company and Investor, pursuant to which Investor will
purchase the Convertible Note.



     “Person” shall mean any individual, corporation, partnership, firm, limited liability
company, joint venture, trust, association, unincorporated organization, university, group,
joint-stock company or other entity.



     “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar
federal statute, and the rules and regulations promulgated thereunder as the same shall be in
effect at the time.



     “Stock Combination” shall have the meaning set forth in Section 5(a)(i).



2









 





     “Stock Dividend” shall have the meaning set forth in Section 5(a)(i).



     “Stock Subdivision” shall have the meaning set forth in Section 5(a)(i).



     “Transaction” shall have the meaning set forth in Section 5(b).



     “Warrant Purchase Price” shall mean $0.70 per share, as adjusted as provided herein.



     “Warrant Register” shall have the meaning set forth in Section 7.



     “Warrant Shares” shall have the meaning set forth in the preamble.



     2. Exercise of Warrant.



          (a) If (and only if) the Effectiveness Date has occurred, beginning on the Initial Exercise
Date, the rights represented by this Warrant may be exercised by the Holder hereof, in whole or in
part (but not as to a fractional share of Common Stock), by (A) the delivery of this Warrant,
together with a properly completed Notice of Exercise in the form attached hereto, to the principal
office of the Company at 3340 Peachtree Road, N. E., Suite 2250, Atlanta, Georgia 30326 (or to such
other address as the Company may designate by notice in writing to the Holder) and (B) payment to
the Company of the Warrant Purchase Price for the Warrant Shares being purchased (i) by cash or by
certified check or bank draft, (ii) as provided in Section 2(b), or (iii) any combination
thereof. In the case of payment of all or a portion of the Warrant Purchase Price pursuant to
Section 2(b), the direction of the Holder to make a Cashless Exercise shall serve as
accompanying payment for that portion of the Warrant Purchase Price. The Company agrees that the
shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares
as of the close of business on the date on which this Warrant shall have been delivered to the
Company and payment made for such shares as aforesaid. Certificates for the shares so purchased
shall be delivered to the Holder within ten (10) Business Days after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant
representing, and with an Aggregate Number equal to, the number of Warrant Shares, if any, with
respect to which this Warrant shall not then have been exercised, in all other respects identical
with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the
request of such Holder, appropriate notation may be made on this Warrant and signed by the Company
and the same returned to such Holder. The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice
shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares. The Company shall, upon
request of the Holder, use its reasonable best efforts to deliver Warrant Shares hereunder
electronically through The Depository Trust Company or another established clearing corporation
performing similar functions.




          (b) Cashless Exercise. If the resale of the Warrant Shares is not covered by an
effective registration statement under the Securities Act, the Holder shall have the right to pay
all or a portion of the Warrant Purchase Price by making a “Cashless Exercise” pursuant to
this 

Section 2(b), in which case (i) shares of the Company’s Common Stock other than the
Warrant Shares or (ii) the Warrant Shares to be acquired upon the exercise of this Warrant may be
applied



3









 






to pay the Warrant Purchase Price in connection with the exercise of this Warrant in whole or
in part. Any shares of Common Stock or Warrant Shares transferred to the Company as payment of the
Warrant Purchase Price under this Warrant shall be valued at the Fair Market Value of such shares
of Common Stock or Warrant Shares. For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.




          (c) Transfer Restriction Legend. Each certificate for Warrant Shares issued upon
exercise of this Warrant, unless at the time of exercise the offer and sale of such Warrant Shares
are registered under the Securities Act, shall bear the following legend (and any additional legend
required by applicable law or rule) on the face thereof:





THE OFFER AND SALE OF THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. NEITHER THESE SHARES, NOR ANY PORTION THEREOF OR INTEREST THEREIN,
MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND
QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR,
IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED.


The provisions of Section 3 shall be binding upon all holders of certificates for Warrant
Shares bearing the above legend and shall also be applicable to all holders of this Warrant. The
legend endorsed on the certificates for Warrant Shares shall be removed and the Company shall issue
a certificate without such legend to the holder thereof at such time as the securities evidenced
thereby cease to be restricted securities upon the earliest to occur of (i) a registration
statement with respect to the resale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance with such registration
statement, or (ii) the securities shall have been resold to the public pursuant to Rule 144 (or any
successor provision) under the Securities Act.




          (d) Expenses and Taxes on Exercise. The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation, execution and delivery of any stock
certificates and substitute Warrants pursuant to this Section 2, except that, in case such
stock certificates or Warrants shall be registered in a name or names other than the name of the
Holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable
upon the execution and delivery of such stock certificates or Warrants shall be paid by the Holder
to the Company at the time the Company delivers such stock certificates or Warrants to the Company
for exercise. The Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.




          (e) Company Obligations. The Company’s obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional, irrespective



4









 






of any action or inaction by the Holder to enforce the same, any waiver or consent with
respect to any provision hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and irrespective of any
other circumstance which might otherwise limit such obligation of the Company to the Holder in
connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to deliver certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.




          (f) Automatic Exercise. If (and only if) the Effectiveness Date has occurred, if the
Fair Market Value of the Common Stock immediately prior to (but not including) the Expiration Date
exceeds the Warrant Purchase Price on the Expiration Date, then this Warrant shall be deemed to
have been exercised in full (to the extent previously unexercised) on a “cashless exercise” basis
pursuant to Section 2(b) at 5:00 p.m. on the Expiration Date.




     3. Warrants and Warrant Shares Not Registered; Transferee Restrictions.



          (a) Each Holder, by acceptance thereof, represents and acknowledges that the offer and sale of
this Warrant and the Warrant Shares which may be purchased upon exercise of this Warrant are not
being registered under the Securities Act, that the issuance of this Warrant and the offering and
sale of such Warrant Shares are being made in reliance on the exemption from registration under
Section 4(2) of the Securities Act as not involving any public offering and that the Company’s
reliance on such exemption is predicated in part on the representations made by the initial Holder
of this Warrant to the Company that such Holder (i) is acquiring this Warrant for investment
purposes for its own account, with no present intention of reselling or otherwise distributing the
same in violation of the Securities Act, subject, nevertheless, to any requirement of law that the
disposition of its property shall at all times be within its control, (ii) is an “accredited
investor” as defined in Regulation D under the Securities Act, and (iii) has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks
of the investments made or to be made in connection with the acquisition and exercise of this
Warrant. Neither this Warrant nor the related Warrant Shares may be transferred except pursuant to
an effective registration statement under the Securities Act or upon the conditions specified in
Section 3(b).




          (b) Notice of Transfer, Opinion of Counsel. Each Holder, by acceptance hereof, agrees
that prior to the disposition of this Warrant or of any Warrant Shares, other than pursuant to an
effective registration under the Securities Act, such Holder will give written notice to the
Company expressing such Holder’s intention to effect such disposition and describing briefly such
Holder’s intention as to the manner in which this Warrant or the Warrant Shares theretofore issued
or thereafter issuable upon exercise hereof, are to be disposed together with an opinion of counsel
as may be designated by such Holder and reasonably satisfactory to the Company as to the necessity
or non-necessity of registration under the Securities Act. If in the opinion of such counsel, the
proposed disposition does not require registration under the Securities Act of the disposition of
this Warrant and/or the Warrant Shares issuable or issued upon the exercise of this Warrant, such
Holder shall be entitled to dispose of this Warrant and/or



5









 






the Warrant Shares theretofore issued upon the exercise hereof, all in accordance with the
terms of the notice delivered by such Holder to the Company. The Company is entitled to rely on
the most recent written notice from the Holder with respect to the ownership of the Warrant.




     4. Representations, Warranties and Covenants of the Company.



          (a) The Company hereby represents and warrants that (i) it has full corporate power and
authority to execute and deliver this Warrant, (ii) the execution and delivery of this Warrant and
the consummation by the Company of the transactions contemplated hereby have been duly and validly
approved by all necessary corporate action on the part of the Company and (iii) this Warrant has
been duly executed and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms.




          (b) The Company covenants and agrees that (i) during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times authorized, and
reserved for the purpose of issue or transfer upon exercise of the rights evidenced by this
Warrant, a sufficient number of shares of Common Stock to provide therefore, (ii) the Warrant
Shares issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly
issued, fully paid and non-assessable and (iii) the Company shall use its commercially reasonable
efforts to procure at its sole expense the listing of all Warrant Shares then registered for public
sale (subject to issuance or notice of issuance) on all stock exchanges on which the shares of
Common Stock are then listed.




     5. Adjustments of Aggregate Number.



          (a) Adjustments. The Aggregate Number, after taking into consideration any prior
adjustments pursuant to this Section 5, shall be subject to adjustment from time to time as
follows and, thereafter, as adjusted, shall be deemed to be the Aggregate Number hereunder. No
adjustments shall be made under this Section 5 as a result of the issuance by the Company
of the Warrant Shares upon exercise of this Warrant.




               (i) Stock Dividends; Subdivisions and Combinations. In case at any time or from time
to time the Company shall:



                    (A) issue to the holders of the Common Stock a dividend payable in, or other distribution of,
Common Stock (a “Stock Dividend”),



                    (B) subdivide its outstanding shares of Common Stock into a larger number of shares of Common
Stock, including, without limitation, by means of a stock split (a “Stock Subdivision”), or



                    (C) combine its outstanding shares of Common Stock into a smaller number of shares of Common
Stock (a “Stock Combination”),


then the Aggregate Number in effect immediately prior thereto shall be (1) proportionately
increased in the case of a Stock Dividend or a Stock Subdivision and (2) proportionately decreased
in the case of a Stock Combination. In the event the Company shall declare or pay, without
consideration, any dividend on the Common Stock payable in any right to acquire Common Stock for no
consideration, then the Company shall be deemed to have made a Stock


6









 






Dividend in an amount of shares equal to the maximum number of shares issuable upon exercise of
such rights to acquire Common Stock.




               (ii) Miscellaneous. The following provisions shall be applicable to the making of
adjustments of the Aggregate Number provided above in this Section 5(a):



                    (A) Whenever the Aggregate Number is adjusted pursuant to this Section 5(a), the
Warrant Purchase Price per Warrant Share payable upon exercise of this Warrant shall be adjusted by
multiplying the Warrant Purchase Price immediately prior to such adjustment by a fraction, the
numerator of which shall be the Aggregate Number prior to such adjustment, and the denominator of
which shall be the Aggregate Number following such adjustment.



                    (B) If the Company shall take a record of the holders of the Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to shareholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then no adjustment shall be
required by reason of the taking of such record and any such adjustment previously made in respect
thereof shall be rescinded and annulled.



          (b) Changes in Common Stock. In case at any time the Company shall initiate any
transaction or be a party to any transaction (including, without limitation, a merger,
consolidation, share exchange, sale, lease or other disposition of all or substantially all of the
Company’s assets, liquidation, recapitalization or reclassification of the Common Stock or other
transaction) in connection with which the previous outstanding Common Stock shall be changed into
or exchanged for different securities of the Company or securities of another corporation or
interests in a non-corporate entity or other property (including cash) or any combination of the
foregoing (each such transaction being herein called a “Transaction”), then, as a condition
of the consummation of the Transaction and without duplication of any adjustment made pursuant to
Section 5(a)(i), lawful, enforceable and adequate provision shall be made so that the
Holder shall be entitled to receive upon exercise of this Warrant at any time on or after the
consummation of the Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to
such consummation, the securities or other property (including cash) to which such Holder would
have been entitled upon consummation of the Transaction if such Holder had exercised this Warrant
immediately prior thereto (subject to adjustments from and after the consummation date as nearly
equivalent as possible to the adjustments provided for in this Section 5). The foregoing
provisions of this Section 5(b) shall similarly apply to successive Transactions. If
holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Transaction, then the Holder shall be given the same choice as to the consideration it
receives upon any exercise of this Warrant following such Transaction. At the Holder’s request,
any successor to the Company or surviving entity in such Transaction shall issue to the Holder a
new warrant consistent with the foregoing provisions.




          (c) Notices.




          (i) Notice of Proposed Actions. In case the Company shall propose (A) to pay any
dividend payable in stock of any class to the holders of the Common Stock or to make any other
distribution to the holders of the Common Stock, (B) to effect any reclassification of



7









 






the Common Stock, (C) to effect any recapitalization, stock subdivision, stock combination or
other capital reorganization, (D) to effect any consolidation or merger, share exchange, or sale,
lease or other disposition of all or substantially all of its property, assets or business, (E) to
effect the liquidation, dissolution or winding up of the Company, or (F) to effect any other action
which would require an adjustment under this Section 5, then in each such case the Company
shall give to the Holder written notice of such proposed action, which shall specify the date on
which a record is to be taken for the purposes of such stock dividend, stock subdivision, stock
combination, or distribution, or the date on which such reclassification, recapitalization,
reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition,
liquidation, dissolution, winding up or other transaction is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be fixed, or the date
on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect
thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock
and on the Aggregate Number after giving effect to any adjustment which will be required as a
result of such action. Such notice shall be so given in the case of any action covered by clause
(A) or (B) above at least ten (10) days prior to the record date for determining holders of the
Common Stock for purposes of such action and, in the case of any other such action, at least ten
(10) days prior to the earlier of the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock.




          (ii) Adjustment Notice. Whenever the Aggregate Number is to be adjusted pursuant to
this Section 5, unless otherwise agreed by the Holder, the Company shall promptly (and in
any event within twenty (20) Business Days after the event requiring the adjustment) prepare a
certificate signed by the principal executive officer or the principal financial officer of the
Company, setting forth, in reasonable detail, the event requiring the adjustment and the method by
which such adjustment is to be calculated. The Company shall keep at its principal office copies
of all such certificates and cause the same to be available for inspection at said office during
normal business hours by the Holder or any prospective purchaser of the Warrant (in whole or in
part) if so designated by the Holder.




     6. Exchange, Replacement and Assignability. This Warrant is exchangeable, upon the
surrender hereof by the Holder at the office or agency of the Company described in Section
2, for new Warrants of like tenor and date representing in the aggregate the right to purchase
the number of Warrant Shares which may be purchased hereunder, each of such new Warrants to
represent the right to purchase such number of Warrant Shares as shall be designated by such Holder
at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of Warrants and, in the case of any such loss, theft or
destruction, of an indemnity letter (reasonably satisfactory to the Company) of an institutional
holder of such Warrants, or in other cases, of a bond of indemnity or other security satisfactory
to the Company, or, in the case of any such mutilation, upon surrender or cancellation of Warrants,
the Company will issue to the Holder a new Warrant of like tenor and date, in lieu of this Warrant
or such new Warrants, representing the right to purchase the number of Warrant Shares which may be
purchased hereunder. Subject to compliance with Section 3, this Warrant and all rights
hereunder are transferable in whole or in part upon the books of the Company by the registered
Holder hereof in person or by duly authorized attorney, and new Warrants shall be made and
delivered by the Company, of the same tenor and date as this Warrant but registered in the name of
the transferees, upon surrender of this Warrant, duly endorsed, to the appropriate office or agency
of the Company. All expenses, taxes (other than



8









 







stock
transfer taxes) and other charges payable in connection with the preparation, execution and delivery of Warrants
pursuant to this Section 6 shall be paid by the Company.



     7. Registration of Warrant. The Company shall register this Warrant, upon records to
be maintained by the Company for that purpose (the “Warrant Register”), in the name of the
record Holder hereof from time to time. The Company may deem and treat the registered Holder of
record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.



     8. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon
30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or
stockholder services business shall be a successor warrant agent under this Warrant without any
further act. Any such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.



     9. Transfer Books, No Rights as Shareholder, Survival of Rights. The Company will at
no time close its transfer books against the transfer of this Warrant or any Warrant Shares in any
manner which interferes with the timely exercise of this Warrant. This Warrant shall not entitle
the Holder to any voting rights or any rights as a shareholder of the Company. The rights and
obligations of the Company, of the Holder of this Warrant and of any Holder of Warrant Shares
issued upon exercise of this Warrant pursuant to the terms of this Warrant shall survive the
exercise of this Warrant.



     10. Effectiveness of this Warrant. This Warrant shall become effective, and shall be
deemed to be delivered to the Holder on the date hereof, if, and only if, the Company prepays all
or any portion of the Convertible Note within the Pre-Annual Meeting Prepayment Period (the date of
any such prepayment being the “Effectiveness Date”).



     11. No Inconsistent Agreements. The Company shall not hereafter enter into any
agreement with respect to its securities which is inconsistent with or violates the rights granted
to the Holders in this Warrant.



     12. Amendment and Waiver.



          (a) It is agreed that any waiver, permit, consent or approval of any kind or character on the
Holder’s part of any breach or default under this Warrant, or any waiver on the Holder’s part of
any provisions or conditions of this Warrant must be in writing.




          (b) Any amendment, supplement or modification of or to any provision of this Warrant, any
waiver of any provision of this Warrant and any consent to any departure by any party from the
terms of any provision of this Warrant shall be effective only if it is made or given in writing
and signed by the Company and the Holder.




9









 








          (c) Any amendment or waiver consented to as provided in this Section 10 is binding
upon each future Holder of this Warrant and upon the Company without regard to whether this Warrant
has been marked to indicate such amendment or waiver.




     13. Rights of Transferees. Subject to compliance with Section 3, the rights
granted to the Holder hereunder of this Warrant shall pass to and inure to the benefit of all
subsequent transferees of all or any portion of the Warrant (provided that the Holder and any
transferee shall hold such rights in proportion to their respective ownership of the Warrant and
Warrant Shares) until extinguished pursuant to the terms hereof.



     14. Headings. The headings in this Warrant are for convenience of reference only and
shall not constitute a part of this Warrant, nor shall they affect their meaning, construction or
effect.



     15. Notices. All notices, demands and other communications provided for or permitted
hereunder shall be provided, and shall be deemed to have been duly given, as provided for in
Section 8.02 of the Note Purchase Agreement.



     16. Successors and Assigns. This Warrant shall be binding upon and inure to the
benefit of the parties hereto and their respective successors or heirs and personal representatives
and permitted assigns; provided, that the Company shall have no right to assign its rights,
or to delegate its obligations, hereunder without the prior written consent of the Holder.



     17. Governing Law. This Agreement and (unless otherwise provided) all amendments
hereof and waivers and consents hereunder shall be governed by the laws of the State of New York,
notwithstanding any conflict of law provision to the contrary. THE COMPANY HEREBY CONSENTS AND
AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK,
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY
AND THE HOLDER PERTAINING TO THIS WARRANT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY
MATTER ARISING OUT OF OR RELATING TO THIS WARRANT OR ANY OF THE OTHER TRANSACTION DOCUMENTS,
PROVIDED, THAT THE HOLDER AND THE COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY, AND, PROVIDED, FURTHER, NOTHING IN THIS
WARRANT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE HOLDER. THE COMPANY
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE COMPANY HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH 



10









 




SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PERSON AT THE ADDRESS SET FORTH IN SECTION 8.02 OF THE NOTE PURCHASE AGREEMENT
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR
THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.




     18. Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof. The parties hereto further agree to replace such invalid, illegal or
unenforceable provision of this Warrant with a valid, legal and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal
or unenforceable provision.



     19. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, AMONG THE COMPANY AND HOLDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS WARRANT OR ANY OF THE OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.



     20. Entire Agreement. This Warrant contains the entire agreement among the parties
with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements
or understandings with respect thereto.


[signature page follows]




11









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized
officer, duly attested by its authorized officer, as of the date first set forth above.



	 	 	 	 	 
	 	PREMIER EXHIBITIONS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	ATTEST:.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 




[Signature Page]





 









 








NOTICE OF EXERCISE





			
	To:	 	Premier Exhibitions, Inc.

3340 Peachtree Road, N. E., Suite 2250

Atlanta, Georgia 30326

Attention: Chief Executive Officer

Facsimile: 404.842.2626





     1. The undersigned, pursuant to the provisions of the attached Warrant, hereby elects to
exercise this Warrant with respect to                      shares of Common Stock (the “Exercise
Amount”). Capitalized terms used but not otherwise defined herein have the meanings ascribed
thereto in the attached Warrant.



     2. The undersigned herewith tenders payment for such shares in the following manner (please
check type, or types, of payment and indicate the portion of the Exercise Price to be paid by each
type of payment):



                                   Exercise for Cash




                                   Cashless Exercise




     3. Please issue a certificate or certificates representing the shares issuable in respect
hereof under the terms of the attached Warrant, as follows:



(Name of Record Holder/Transferee)




          and deliver such certificate or certificates to the following address:




(Address of Record Holder/Transferee)




     4. If the Exercise Amount is less than all of the shares of Common Stock purchasable
hereunder, please issue a new warrant representing the remaining balance of such shares, as
follows:



(Name of Record Holder/Transferee)




          and deliver such warrant to the following address:




(Address of Record Holder/Transferee)




	 	 	 	 	 	 	 	 	 
	Date:	 	Name of Record Holder	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 




[Notice of Exercise]