Exhibit
10.7


 


NEITHER
THIS NOTE NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS, AND NEITHER MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR UNLESS SOLD
PURSUANT TO AN EXEMPTION THEREFROM.


 


AMENDED AND RESTATED


SECURED PROMISSORY NOTE AND GUARANTEE



 


April 2, 2015


 


FOR VALUE RECEIVED,
Premier Exhibitions, Inc., a Florida corporation (the “Maker”) hereby promises to pay to the order of Daoping
Bao (the “Agent” and the “Payee”) for and on behalf of the Lenders (as defined below), the
principal sum set out on the grid attached to this Note, not to exceed THIRTEEN MILLION FIVE HUNDRED THOUSAND U.S DOLLARS ($13,500,000)
together with interest, in each case in the manner described herein. Certain terms used herein are defined in Annex A.


 


This Amended
and Restated Secured Promissory Note and Guarantee (this “Note”) amends and restates in their entirety (a) that
certain PWCM Master Fund Ltd. Secured Promissory Note and Guarantee, dated as of September 30, 2014, made by Maker in favor PWCM
Master Fund Ltd. in the principal amount of Seven Million U.S. Dollars, and (b) that certain Pentwater Credit Opportunities Master
Fund Ltd Secured Promissory Note and Guarantee, dated as of September 30, 2014, made by Maker in favor Pentwater Credit Opportunities
Master Fund Ltd. in the principal amount of One Million U.S. Dollars, in each case as assigned to Payee pursuant to that certain
Assignment and Assumption Agreement, dated as of April 2, 2015 (collectively the “Existing Promissory Notes”)
and is amended to increase the principal amount that may be advanced by the Payee and may be drawn by the Maker by up to an additional
Five Million Five Hundred Thousand U.S. Dollars (the “Additional Principal Amount”) for an aggregate principal amount
not to exceed Thirteen Million Five Hundred Thousand U.S. Dollars. Upon the effectiveness of this Note, the terms and provisions
of the Existing Promissory Notes shall be superseded hereby.  Notwithstanding the amendment and restatement of the Existing
Promissory Notes by this Note, the obligations outstanding under the Existing Promissory Notes as of April 2, 2015 shall remain
outstanding and constitute continuing Obligations hereunder.  Such outstanding Obligations and the guarantees of payment thereof
by the Guarantors shall in all respects be continuing, and this Note shall not be deemed to evidence or result in a novation or
repayment and re-borrowing of such Obligations.  In furtherance of and, without limiting the foregoing, from and after the
date hereof and except as expressly specified herein, the terms, conditions, and covenants governing the obligations outstanding
under the Existing Promissory Notes shall be solely as set forth in this Note, including, without limitation, the Guarantors guarantees
hereunder, which shall supersede the Existing Promissory Notes and guarantees provided therein in their entirety;


 


The lenders
under this Note are listed in Appendix A hereto (the “Lenders”) and have authorized the Agent to act for and on their
behalf in respect of all matters related to this Note. Agent hereby represents and warrants to Maker that the Lenders have granted
Agent such authority and that all Lenders have agreed to the terms and conditions of this Note. The respective obligations of the
Lenders hereunder are joint and several and the failure of any Lender to make any loan hereunder or to perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations hereunder.


 


1.          Draw
Downs. Agent and the Lenders hereby agree to make advances to Maker as follows:


 




    	 



    	 



    

 


a.           an
advance by way of payoff of the Existing Promissory Notes, such advance to be made directly to the holders of the Existing Promissory
Notes in the specific amounts owing to each of them on the date hereof representing the aggregate amount of $8,000,000;


 


b.           within
five business days after receipt of a written notice from Maker requesting the second advance, an advance of $3,500,000 to be made
between April 15, 2015 and April 30, 2015; provided that the proceeds of such advance shall be used solely for expenses related
to (1) the build-out of the “Saturday Night Live: The Exhibition” project and (2) construction of Maker’s new
facility located at 417 5th Avenue, New York, New York; and


 


c.           within
five business days after receipt of a written notice from Maker requesting the third advance, an advance of $2,000,000 to be made
between May 15, 2015 and May 30, 2105,


 


provided that, (i) with
respect to the request of an advance under Sections 1(b) or (c), the Agent and the Lenders are not required to make such advance
if there shall have been an Event of Default under this Note relating to either the Maker or any Guarantor; and (ii) with respect
to the advance under Section 1(b), the Agent and the Lenders are not required to make such advance if the requested drawdown is
made at a time when the Business Cash Flow of the Maker set out at Schedule 6 hereto is less than 85% of the cumulative projected
cash flow since the date of this Note.


 


In connection with the foregoing,
the Agent and the Lenders agree that each advance hereunder shall be made via wire transfer to an account designated by Maker (and
provided to Agent) on or prior to the date of such advance.


 


2.          Payments
of Principal. Subject to the acceleration provisions of Section 11, all unpaid principal, fees and accrued and unpaid interest
shall be due and payable in full on April 2, 2016 (the “Maturity Date”).


 


3.          Interest.
The unpaid principal amount of this Note shall accrue interest on the basis of a 360 day year at 12% per annum, provided that
upon the occurrence and during the continuance of an Event of Default, at the option of the Payee (other than with respect to an
Event of Default under Section 10(e) hereof, in which case it shall be automatic), the outstanding principal amount of this Note
and any accrued and unpaid interest and all other overdue amounts shall each bear interest until paid at the stated rate plus 3%
per annum. Accrued interest shall be payable (a) upon the payment or prepayment of any principal owing under this Note (but only
on the principal amount so paid or prepaid), (b) on the last business day of each month and (c) on the Maturity Date. In the event
of a conversion of this Note prior to the Maturity Date pursuant to the terms set forth in Section 6, all accrued and unpaid interest
shall be added to the principal amount being converted as of the date of conversion to determine the amount of securities into
which this Note shall be converted.


 


4.          Prepayments.
Immediately upon a Change of Control, other than a Permitted Change of Control, the Maker shall repay all unpaid principal at 105%
of the principal amount outstanding plus all accrued and unpaid interest thereon and all other amounts hereunder. In addition,
subject to the below, the Maker may at any time and from time to time prepay any principal amount of this Note in whole or in part
subject to the below. Any repayment or prepayment, whether voluntary, mandatory, upon acceleration, or otherwise shall be made
at 105% of the principal amount hereof and in the case of a conversion upon a Change of Control (other than a Permitted Change
of Control), the principal amount shall be converted at 105% of the principal amount. If the Maker elects to prepay all or any
part of this Note, it shall provide written notice of such election (a "Prepayment Notice") to the Payee fixing
a date for prepayment of such amounts (the "Prepayment Date"), which date shall not be earlier than the fifth
(5th) Business Day after the date of the Prepayment Notice (provided that the Maker shall have confirmed the Payee’s receipt
of the Prepayment Notice on or prior to such date).


 




    	2



    	 



    

 


5.          Payment
Terms. All payments of principal of, and interest upon, this Note shall be made by the Maker to the Agent for and on behalf
of the Lenders and shall be paid in cash in immediately available funds in lawful money of the United States by wire transfer to
the bank account designated by the Payee in writing from time to time. All payments under this Note shall be made without withholding,
defense, set-off, counterclaim or deduction. Payments and prepayments made to the Payee by the Maker hereunder shall be applied
first to expenses recoverable under Section 16, then accrued interest and then to principal. If the due date of any payment under
this Note would otherwise fall on a day that is not a business day, such due date shall be extended to the next succeeding business
day, and interest shall be payable on any principal so extended for the period of such extension.


 


6.          Conversion.


 


(a)        Automatic Conversion. This Note shall, on the first Business Day after Shareholder Approval has been obtained (the “Conversion
Date”), automatically be converted with respect to the entire principal amount of this Note then outstanding (plus accrued
but unpaid interest thereon) into Common Stock of the Maker.


 


(b)        Conversion
Price. In the event of any conversion under this Section 6, the price at which the principal amount of this Note shall be converted
into shares of Common Stock of the Maker is $4.48, subject to adjustment as set forth herein (the "Conversion Price").
This Note shall be convertible into the number of fully paid and non-assessable shares of Common Stock equal to the quotient of
(x) the principal amount of this Note being converted plus all accrued and unpaid interest with respect to such principal, divided
by (y) the Conversion Price. No fractional shares of Common Stock shall be issued upon conversion of the Convertible Note. If the
conversion would result in the issuance of any fractional share, the Maker shall, in lieu of issuing any fractional share, either,
at its option, pay the Payee cash equal to the product of such fraction multiplied by the closing price of the Maker’s Common
Stock on the Applicable Market on the Business Day immediately prior to the Conversion Date or round such fraction of a share up
to the nearest whole share.


 


(c)         Conversion
Mechanics. In connection with any conversion by the Payee under this Section 6, the Payee shall (i) surrender this Note
to the Maker, and (ii) pay any transfer or similar tax if required. The Maker shall, promptly after surrender of this Note,
issue to the Payee, or its designees, a certificate or certificates evidencing the number of shares of Common Stock of the Maker
to which it shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on
the Conversion Date and surrender of this Note, and the Person or Persons entitled to receive the shares of Common Stock of the
Maker issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common
Stock as of such time and shall, with respect to such shares, have all of those rights of a holder of shares of Common Stock of
the Maker.


 


7.          Adjustments;
Reorganizations.


 


(a)         Adjustment
for Stock Splits and Combinations. If the outstanding shares of Common Stock of the Maker shall be subdivided into a greater
number of shares, or a dividend in Common Stock or other securities of the Maker convertible into or exchangeable for Common Stock
(in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be
deemed to have been distributed) shall be paid in respect to the Common Stock of the Maker, the Conversion Price in effect immediately
prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend, be proportionately reduced, and conversely, if outstanding shares of the
Common Stock of the Maker shall be combined into a smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall simultaneously with the effectiveness of such combination, be proportionately increased. Any adjustment
to the Conversion Price under this Section 7(a) shall become effective at the close of business on the date the subdivision or
combination referred to herein becomes effective.


 




    	3



    	 



    

 


(b)        Reorganizations,
Mergers, Consolidations or Reclassifications. In the event of any capital reorganization, any reclassification of the Common
Stock of the Maker (other than a change in par value), or the consolidation or merger of the Maker with or into another Person
(each a "Reorganization"), the Payee shall thereafter be entitled to receive, and provision shall be made therefor
in any agreement relating to a Reorganization, upon conversion of this Note (or deemed conversion of this Note in the event that
the Reorganization is consummated at such time as this Note is not otherwise convertible under the terms hereof), the kind and
number of shares of Common Stock or other securities or property (including cash) of the Maker, or other corporation resulting
from or surviving such Reorganization, to which a holder of the number of shares of the Common Stock of the Maker which this Note
entitled the holder thereof to convert into immediately prior to such Reorganization would have been entitled to receive with respect
to such Reorganization; and in any such case appropriate adjustment shall be made in the application of the provisions herein set
forth with respect to the rights and interests thereafter of the Payee of this Note, to the end that the provisions set forth herein
(including the specified changes and other adjustments to the Conversion Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any shares, other securities or property thereafter receivable upon conversion of this Note. In the event
of a Reorganization in which the equity securities of the Maker into which this Note is then convertible are exchangeable for or
convertible into securities of another issuer, the shares of common stock of which are securities registered under or subject to
Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended, any agreement relating to such Reorganization shall provide
for the assumption of this Note by such issuer, to the extent not previously converted or redeemed, which Note shall thereafter
be convertible into the shares of common stock of such issuer on the basis set forth in this Section 7(b). The provisions of this
Section 7(b) shall similarly apply to successive Reorganizations.


 


(c)         Reservation
of Stock Issuable Upon Conversion. The Maker shall, at all times after the Shareholder Approval has been obtained, reserve
and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the full conversion
of this Note, such number of shares of Common Stock as shall from time to time be sufficient to effect a full conversion of this
Note, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the full
conversion of all then outstanding Note, the Maker shall promptly take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for
such purpose.


 


(d)        No
Impairment. The Maker shall not participate in any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action for the purpose of avoiding or seeking to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Maker, but shall at all times in good faith use its best efforts
in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the
Payee against dilution or other impairment.


 




    	4



    	 



    

 


8.          Guarantee.
  The Guarantors hereby jointly and severally guarantee to the Payee and its successors and assigns the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation
of the automatic stay under the Debtor Relief Laws) of the Obligations. The Guarantors hereby further jointly and severally agree
that if the Maker shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts
that would become due but for the operation of the automatic stay under the Debtor Relief Laws) any of the Obligations strictly
in accordance with the terms of any document or agreement evidencing any such Obligations, including in the amounts, in the currency
and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation
in effect from time to time of the jurisdiction where the Maker, any Guarantor or any other person obligated on any such Obligations
is located, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or renewal. The obligations of the Guarantors under
this Section 8 are primary, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the obligations of the Maker under this Note, or any substitution, release or exchange of any other guarantee
of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance
whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent
of this Section 8 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under
any and all circumstances and shall apply to any and all Obligations now existing or in the future arising. The guarantee in this
Section 8 is a continuing guarantee and is a guaranty of payment and not merely of collection, and shall apply to all Obligations
whenever arising.


 


9.          Security
Grant. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise)
of all Obligations, each of the Obligors hereby pledges and grants to the Payee a security interest in all of such Obligor’s
right, title and interest in the following property, assets and revenues, whether now owned by such Obligor or hereafter acquired
and whether now existing or hereafter coming into existence (all of the property, assets and revenues described in this Section 9
being collectively referred to herein as the “Collateral”):


 


(a)         all
accounts, as-extracted collateral, chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, documents,
equipment, financial assets, fixtures, general intangibles, goods, pledged shares, instruments (including promissory notes), insurance,
intellectual property, inventory, investment property, letter-of-credit rights, , payment intangibles, receivables and receivables
records, securities, securities accounts, security entitlements and software (as each such term is defined in the UCC);


 


(b)         all
other tangible and intangible property whatsoever; and


 


(c)         all
proceeds of and to any of the Collateral,


 


provided that Collateral
shall not include the Titanic Assets but in any event the Collateral shall include any and all proceeds of the Titanic Assets and
all revenues, contracts and agreements arising out of the Titanic Assets, except with respect to any such proceeds, revenues, contracts
and agreements received or entered into in violation of the Titanic Documents (such proceeds, revenues, contracts and agreements
being referred to as the “Titanic Proceeds and Agreements”).


 


10.         Events
of Default. An “Event of Default” shall exist hereunder if any one or more of the following events shall
occur:


 


(a)         the
Maker shall fail (i) to pay any principal or any portion thereof when due, or (ii) to pay any interest or any portion thereof or
any other amount hereunder within three business days the same becomes due; or


 




    	5



    	 



    

 


(b)          any
Premier Party shall fail to perform or observe any term, covenant or agreement to be performed or observed by it contained in Sections
13 or 14; or


 


(c)          any
Obligor shall fail to perform or observe any other covenant or agreement contained herein for ten days after notice thereof; or


 


(d)          any
material representation or warranty of any Obligor made herein or in connection herewith proves to have been materially incorrect
when made or reaffirmed; or


 


(e)          any
Premier Party institutes or consents to any proceeding under any bankruptcy laws relating to it or to all or any part of its property,
or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors;
or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator
or similar officer is appointed without the application or consent of any Premier Party, as applicable; or any proceeding under
a Debtor Relief Law relating to any Premier Party or to all or any part of its property is instituted without its consent and remains
undismissed for thirty (30) days from the commencement of any such proceeding; or any judgment, writ, warrant of attachment or
execution or similar process is issued or levied against all or any material part of its property and is not released, vacated
or fully bonded within ten calendar days after its issue or levy; or


 


(f)          (i)
a judgment against any Premier Party is entered for the payment of money exceeding $1,000,000 or (ii) a judgment against any Premier
Party is entered that could result in a Lien on any of its property; and, absent procurement of a stay of execution, any such judgment
(under clause (i) or (ii)) remains unbonded or unsatisfied for ten calendar days after the date of entry of judgment, or in any
event later than 60 days prior to the date of any proposed sale thereunder; or


 


(g)          (i)
failure of any Premier Party to pay when due any principal of or interest on or any other amount payable in respect of one or more
items of Indebtedness (other than Indebtedness under this Note) with an aggregate principal amount of $1,000,000 or more, in each
case beyond the grace period, if any, provided therefor or (ii) breach or default by any Premier Party with respect to any term
of (1) one or more items of Indebtedness in the aggregate principal amounts referred to in clause (i) above or (2) any loan agreement,
mortgage, indenture or other agreement relating to such Indebtedness, in each case beyond the grace period, if any, provided therefor,
if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf
of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated
maturity or the stated maturity of any underlying obligation, as the case may be; or


 


(h)          (i)
there shall occur any material damage to or loss of any material portion of the Titanic Assets or (ii) there shall be any material
prohibition or material restriction on the ability of the Obligors to display or exhibit the Titanic Assets other than as set forth
in the Titanic Documents on the date hereof, in each case that prevents PEM from operating exhibitions of the Titanic Assets; or


 


(i)           there
shall have occurred any condition or event that has or is reasonably likely to have a Material Adverse Effect;


 




    	6



    	 



    

 


(j)           if
the Shareholder Approval is not obtained on or prior to the date that is 180 days after the Special Meeting; or


 


(k)          any
Obligor shall contest the validity or enforceability of any part of this Note.


 


11.         Remedies.
Upon the occurrence of any Event of Default specified in Section 10(e) above, the principal amount of this Note together with any
interest thereon, all fees and all other Obligations (including the Prepayment Premium) shall become immediately and automatically
due and payable, without presentment, demand, notice, protest or other requirements of any kind (all of which are hereby expressly
waived by the Maker). Upon the occurrence and during the continuance of any other Event of Default, the Payee may, by written notice
to the Maker, declare the principal amount of this Note together with any interest thereon to be due and payable, and the principal
amount of this Note together with any such interest shall thereupon immediately become due and payable without presentment, further
notice, protest or other requirements of any kind (all of which are hereby expressly waived by the Maker). Following any such demand,
the Maker shall immediately pay to such holder all amounts due and payable with respect to this Note. If an Event of Default shall
have occurred and is continuing the Payee shall have all of the rights and remedies with respect to the Collateral of a secured
party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights
and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual
and other powers of ownership pertaining to the Collateral as if the Payee were the sole and absolute owner thereof (and each Obligor
agrees to take all such action as may be appropriate to give effect to such right), in each case subject to the Payee’s compliance
with the Titanic Documents. Notwithstanding the foregoing, the Payee’s exercise of its rights and remedies with respect to
the Titanic Proceeds and Agreement, and the rights and obligations of any subsequent transferee (but not a pledgee) of the RMST
Shares, are governed by and subject to the terms and conditions of the Titanic Documents.


 


If the Obligations are accelerated for
any reason, including because of default, sale, transfer or encumbrance (including that by operation of law or otherwise), the
Prepayment Premium will also be automatically due and payable regardless of whether the Obligations were voluntarily or involuntarily
prepaid, repaid, paid, satisfied, distributed or discharged and shall constitute part of the Obligations, in view of the impracticability
and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of
the Payee’s lost profits as a result thereof.  Any Prepayment Premium payable above shall be presumed to be the liquidated
damages sustained by the Payee as the result of the early termination and the Maker agrees that it is reasonable under the circumstances
currently existing.  THE MAKER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR
MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM OR DAMAGES IN CONNECTION WITH ANY SUCH VOLUNTARY OR INVOLUNTARY
ACCELERATION OF THIS NOTE, ANY RECISSION OF SUCH ACCELERATION, THE EARLIER MATURITY OF THIS NOTE OR THE COMMENCEMENT OF ANY INSOLVENCY
PROCEEDING OR OTHER PROCEEDING PURSUANT TO ANY DEBTOR RELIEF LAWS, OR PURSUANT TO A PLAN OF REORGANIZATION.  The Maker expressly
agrees that: (A) the Prepayment Premium and any discount on the loan provided for herein is reasonable and is the product of an
arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall
be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct
between the Payee and the Maker giving specific consideration in this transaction for such agreement to pay the Prepayment Premium
and (D) the Maker shall be estopped hereafter from claiming differently than as agreed to in this paragraph.  The Maker expressly
acknowledges that its agreement to pay the Prepayment Premium to the Payee as herein described is a material inducement to the
Payee to accept this Note.


 




    	7



    	 



    

 


12.         Obligors’
Representations. Each Obligor represents and warrants to the Payee as follows


 


(a) General
Representations. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has full power and authority to execute, deliver and perform its obligations under this Note.  It has duly authorized
and taken all other appropriate action for the execution, delivery and performance of this Note and any other document or instrument
delivered pursuant hereto or in connection herewith and the consummation of the transactions provided for in this Note.  It
has duly executed and delivered this Note and this Note constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws and by equitable
principles, whether considered at law or in equity.  Its execution and delivery of this Note, the performance of the transactions
contemplated by this Note and the fulfillment of the terms of this Note will not (i) conflict with or violate any of its constitutive
documents or its contractual obligations, (ii) conflict with or violate any order, judgment or decree of governmental authority
binding on it, (iii) require any approval of its equityholders or any approval or consent of any Person under any contractual obligation
of such Obligor, except for such approvals or consents which will be obtained on or before the date hereof, or (iv) conflict with
or violate any applicable laws, or (v) result in or require the creation or imposition of any Lien upon any of its properties or
assets (other than any Liens created hereunder).  It has duly obtained, effected or given all authorizations, consents, licenses,
orders or approvals of or registrations or declarations with any governmental authority or any other Person required in connection
with the execution and delivery of this Note and the performance of the transactions contemplated by this Note, and such authorizations,
consents, licenses, orders or approvals of or registrations or declarations are in full force and effect. There has been no increase
in salary or other compensation (cash or otherwise) payable or to become payable to any director, officer, contractor or advisor
of an Obligor. There are no actions, suits or proceedings by or before any arbitrator or governmental authority pending against
or, to the knowledge of such Obligor, threatened against or affecting any Premier Party (A) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (B) that involve this Note or the transactions contemplated hereby. It
is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. None
of the reports, financial statements, certificates or other information furnished by or on behalf of such Obligor in connection
with this Note contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


 




    	8



    	 



    

 


(b)         Collateral
Representations. It owns the Collateral purported to be owned by it or otherwise has rights or the power to transfer rights
in the Collateral in which it purports to grant a security interest hereunder and no Lien exists upon the Collateral other than
(i) the security interest created or provided for herein and (ii) Permitted Liens. The full and correct legal name, type
of organization, jurisdiction of organization and mailing address of each Obligor are correctly set forth in Schedule 1. Except
as set forth in the disclosures in the first six paragraphs of Item 1 of Part 1 of the Maker’s Annual Report on Form 10-K
for the fiscal year ended February 28, 2014, no Obligor has been known by or used any other legal or fictitious name or been a
party to any merger or consolidation, or acquired all of the assets of any Person, or acquired any of its property or assets out
of such Obligor’s ordinary course of business. Each Obligor has not (A) within the period of four months prior to the
date hereof, changed its location (as defined in Section 9-307 of the UCC), (B) since January 28, 2009 changed its name,
(C)  heretofore become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a currently
effective security agreement previously entered into by any other Person, who is not an Obligor, or (D) changed its identity or
corporate structure. The RMST Shares constitute and will constitute 100% of the issued and outstanding Equity Interests of RMST
and the Maker is and will at all times while the Obligations are outstanding (other than contingent indemnity obligations) be the
sole holder of record and the legal and beneficial owner, free and clear of all Liens, of the RMST Shares, and there are no outstanding
warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to,
or property that is convertible into, or that requires the issuance or sale of, the RMST Shares. Schedule 2 correctly identifies
the RMST Shares and the par value of the RMST Shares as of the date hereof. All certificates, agreements or instruments representing
or evidencing the RMST Shares have been delivered to the Payee in a suitable form for transfer by delivery or accompanied by duly
executed instruments of transfer or assignment in blank. The RMST Shares are duly authorized, validly existing, fully paid and
non-assessable, and none of the RMST Shares are or will be while the Obligations are outstanding (other than contingent indemnity
obligations) subject to any contractual restriction, or any restriction under the organizational documents of RMST, upon the pledge
or, except as set forth in the Titanic Documents, transfer, assignment, disposal or sale thereof.


 


13.         Covenants.
Each Obligor covenants and agrees as provided in Annex B.


 


14.         RMST
Provisions.


 


(a) Representations.         The
Obligors represent and warrants to the Payee as follows:


 


(i) the execution
and delivery of this Note, the performance of the transactions contemplated by this Note, and the fulfillment of the terms of this
Note, 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, provided that any transfer, assignment (but not the pledge), disposal or sale of the RMST
shares is subject to the Titanic Documents;


 


(ii) RMST 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;


 


(iii) the location
of each of the Titanic Assets is as described in Schedule 3;


 


(iv) there
are no restrictions on the transfer, pledge, assignment, disposal or sale of the Titanic Assets except as set forth in the Titanic
Documents;


 


(v) each of
the Titanic Documents is enforceable and in full force and effect in all applicable United States jurisdictions;


 


(vi) all material
documents entered into by RMST and all other material documents entered into by any Obligor relating to the Titanic Assets are
described in Schedule 4 and (x) each such document is and shall remain while the Obligations are outstanding (other than contingent
indemnity obligations) in full force and effect, (y) no defaults by any party exist thereunder, and (z) there shall be no amendments,
modifications or waivers thereto that are adverse to the Payee in any material respect;


 


(vii) none
of the Titanic Assets will be disposed, sold, assigned, pledged, donated, transferred or, except in the ordinary course of business,
licensed or sublicensed while the Obligations are outstanding (other than contingent indemnity obligations); and


 


(viii) it is
and shall remain in compliance with the Titanic Documents as in effect on the date hereof


 




    	9



    	 



    

 


(b) Single
Purpose. RMST will take all steps necessary to continue its identity as a separate legal entity and to make it apparent to
other Persons that it is an entity with assets and liabilities distinct from those of any other Person.  Without limiting
the generality of the foregoing and the other provisions of this Note, RMST will comply with the special-purpose covenants set
forth in Annex C.


 


15.         Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial, Etc. This Note shall be governed by, and construed in accordance with,
the law of the State of New York. The Obligors and the Payee hereby submit to the exclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York state court sitting in New York City, borough of Manhattan for
the purposes of all legal proceedings arising out of or relating to this Note or the transactions contemplated hereby. This Note
may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which,
taken together, shall constitute one and the same Note. Delivery of an executed counterpart of a signature page to this Note by
electronic transmission shall be as effective as delivery of an original executed counterpart of this Note. This Section 15 shall
survive the termination of this Note. EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING
TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
HEREOF.


 


16.         Expenses;
Amendments; Notices. The Maker shall pay on demand all costs and expenses of the Payee (i) in connection with the negotiation,
preparation, administration, execution and delivery of this Note and any other agreement in connection herewith, including filing
fees, taxes, assessments, reasonable attorney’s fees and expenses, (ii) in connection with each amendment, forbearance, waiver,
consent, refinancing, restructuring, reorganization (including any fees (including attorneys’ fees) and costs incurred by
the Payee for any reason in respect of the bankruptcy of the Maker), enforcement or attempted enforcement, and any matter related
thereto, and in each case including all reasonable out of pocket expenses of the Payee or the Payee’s attorneys that are
related thereto, and (iii) the reasonable fees and costs of consultants, appraisers, accountants and the like engaged by the Payee
in respect of the Maker’s obligations hereunder. The Maker shall reimburse, hold harmless and indemnify the Payee and its
directors, officer, employees, advisors agents and affiliates from any and all loss, liability or legal or other expense with respect
to or resulting from this Note, except losses or damages resulting from Payee’s own gross negligence or willful misconduct.
This Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by the Obligors and the
Payee. All notices and other communications in respect of this Note shall be given or made in writing at the address as shall be
designated by such party in a notice to the other party. Except as otherwise provided in this Note, all such communications shall
be deemed to have been duly given when transmitted by electronic transmission or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.


 


17.         Right
of Setoff. The Payee and each of its affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Payee or any such
affiliate to or for the credit or the account of any Obligor against any and all of the obligations of such Obligor now or hereafter
existing hereunder to the Payee or, irrespective of whether or not the Payee shall have made any demand hereunder and although
such obligations of such Obligor may be contingent or unmatured or are owed to a branch or office of the Payee different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of the Payee and its affiliates hereunder are
in addition to other rights and remedies (including other rights of setoff) that the Payee or its affiliates may have.


 




    	10



    	 



    

 


18.         Assignments.
The Payee may at any time assign all or a portion of its rights and obligations under this Note without the prior written consent
of the Obligors. From and after the effective date specified in each assignment and assumption, the assignee thereunder shall be
a party to this Note and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations
of the Payee under this Note, and the Payee shall, to the extent of the interest assigned by such assignment and assumption, be
released from its obligations under this Note (and, in the case of an assignment and assumption covering all of the Payee’s
rights and obligations under this Note, the Payee shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Section 15 with respect to facts and circumstances occurring prior to the effective date of such assignment.


 


19.         Board
Meetings. One representative of the Payee shall be entitled to attend all board meetings of the Maker so long as the Obligations
remain outstanding. Maker shall provide to Payee all board and committee meeting materials in advance of each board meeting.


 


20.         Exemption.
This Note, and the rights and obligations of the parties hereunder, are subject to the delivery to the Maker by the Agent of an
exemption certificate, in the form attached hereto as Annex D, duly completed and executed by each Lender who has advanced funds
hereunder.


 


21.         Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein
to any person shall be construed to include such person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Note in its entirety and not to any
particular provision hereof, (d) all references herein to Sections, Annexes and Schedules shall be construed to refer to Sections,
Annexes and Schedules of this Note and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer
to such law or regulation as amended, supplemented or otherwise modified from time to time.


 




    	11



    	 



    

 


IN WITNESS WHEREOF, the Obligors
have caused this Note to be executed and delivered by their duly authorized officers, as of the date and year and at a place first
above written.


 


	 	PREMIER EXHIBITIONS, INC.,
	 	as the Maker
	 	 
	 	By:	/s/ Michael Little
	 	Name:	Michael Little
	 	Title:	Chief Executive Officer
	 	 
	 	PREMIER MERCHANDISING, LLC,

as an Obligor
	 	 
	 	By:	/s/ Michael Little
	 	Name:	Michael Little
	 	Title:	Manager
	 	 
	 	RMS TITANIC, INC,

 as an Obligor
	 	 
	 	By:	/s/ Michael Little
	 	Name:	Michael Little
	 	Title:	Chief Executive Officer
	 	 
	 	PREMIER EXHIBITION MANAGEMENT LLC,

 as an Obligor
	 	 
	 	By: Premier Exhibitions, Inc., its Managing Member
	 	 
	 	By:	/s/ Michael Little
	 	Name:	Michael Little
	 	Title:	Chief Financial Officer
	 	 
	 	ARTS AND EXHIBITIONS INTERNATIONAL, LLC,

 as an Obligor
	 	 
	 	By: Premier Exhibition Management LLC, its Managing Member
	 	 
	 	By:	/s/ John Norman
	 	Name:	John Norman
	 	Title:	President


 




    	 



    	 



    

 


The undersigned hereby agrees and acknowledges the terms
of the foregoing, on behalf of itself and the Lenders:


 


	 	DAOPING BAO, as Agent
	 	 	 
	 	By:	/s/ Daoping Bao
	 	 	Daoping Bao


 




    	 



    	 



    

 


Appendix A


 


Lenders


 


a.           1030443
B.C. Ltd.


b.           High
Nature Holding Limited


c.           Mandra
Forestry Limited (subject to a name change)


d.           Lenge
Feng


 




    	Appendix A



    	 



    

 


Annex A


 


Definitions.
The following capitalized terms, when used in this Note, shall have the following meanings:


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power (i) to vote 10% or more of the Equity Interests having ordinary voting power for the election of directors
of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership
of voting securities or by contract or otherwise.


 


“Applicable
Market” means NASDAQ or, if the Maker's Common Stock is not listed for trading on NASDAQ at the applicable time, the
Over-The-Counter Bulletin Board, if the trading of the Maker’s Common Stock is qualified for quotation thereon at the applicable
time.


 


“Approval”
means the approval of the Maker’s shareholders (a) by the affirmative vote of the holders of more than 50% of the Maker’s
outstanding shares of Common Stock present and cast on the applicable proposal at the Special Meeting or other meeting of the Maker’s
shareholders, in any such case at which a quorum is present, or such higher percentage as may be required by applicable law or
the listing rules of NASDAQ as of the date of such meeting, or (b) by the affirmative vote of the holders of more than 50% of the
Maker’s outstanding shares of Common Stock pursuant to written consents obtained in accordance with applicable law, or such
higher percentage as may be required by applicable law or the listing rules of NASDAQ as of the date of such consents.


 


“BofA”
means Bank of America, N.A.


 


“BofA
LC Account” means the deposit account maintained by the Maker at BofA as collateral for the letters of credit issued
by BofA.


 


“Cash”
means money, currency or a credit balance in any demand or deposit account.


 


“Change
of Control” means (i) the Maker shall cease to directly beneficially own and control 100% on a fully diluted bases of
the economic and voting interest in the Equity Interests of RMST, (ii) any person or “group” (within the meaning of
Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date hereof, but excluding any employee benefit plan of such person
and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) shall have acquired beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect
on the Closing Date) of Equity Interests of the Maker representing more than 27.5% of the voting interests represented by the issued
and outstanding Equity Interests of the Maker (determined on a fully diluted basis but not giving effect to contingent voting rights
that have not yet vested), and (iii) PEM shall cease to have the exclusive right to exhibit the Titanic Assets.


 


“Controlled
Account” means a deposit account maintained by an Obligor at BofA that is subject to a deposit account control agreement
in favor of the Agent, on behalf of the Lenders.


 


“Conversion
Date” shall have the meaning set forth in Section 6(a) hereof.


 


“Conversion
Price” shall have the meaning set forth in Section 6(b) hereof.


 




    	Annex A - 1



    	 



    

 


“Debtor
Relief Law” means the Bankruptcy Reform Act of 1978, codified as 11 U.S.C. §§101 et seq, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such equity interest.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 


“Excluded
Accounts” means (i) each zero-balance account maintained by an Obligor at BofA, (ii) the Titanic Reserve Account and
(iii) the BofA LC Account.


 


“Excluded
Subsidiary” means each of Premier Exhibitions International, LLC, Exhibitions International, LLC, Premier Exhibitions
NYC, Inc., PRXI International Holdings CV, RMS Titanic (UK) Ltd. and Premier Exhibitions (UK) Ltd.


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time.


 


“Guarantors”
means each of the signatories hereto other than the Maker and each person that has executed a joinder to this Note pursuant to
clause (g) of Annex B.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all
capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.


 


“Lien”
means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof)
and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case
of Equity Interests, any purchase option, call or similar right of a third party with respect to such Equity Interests.


 




    	Annex A - 2



    	 



    

 


“Material
Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business,
operations, properties, assets or condition (financial or otherwise) of the Maker and its Subsidiaries taken as a whole, (ii) the
ability of any Obligor to fully and timely perform its Obligations, (iii) the legality, validity, binding effect or enforceability
against an Obligor of this Note, or (iv) the rights, remedies and benefits available to, or conferred upon, the Payee under this
Note.


 


“Material
Agreement” means each of those agreements listed on Schedule 4 hereto.


 


“Merger”
means the proposed transactions set out in the Merger Agreement.


 


“Merger
Agreement” means that agreement among inter alia Daoping Bao, Nancy Brenner, Dinoking Tech Inc. and the Maker
dated April 2, 2015.


 


“NASDAQ”
means the market tier of The National Association of Securities Dealers Automated Quotation System, referred to as the NASDAQ National
Capital Market.


 


“Obligations”
means, collectively, (a) in the case of the Maker, all obligations of the Maker under this Note to pay principal, fees and interest
(including default interest and the Prepayment Premium) on this Note and other amounts whatsoever, whether direct or indirect,
absolute or contingent, now or hereafter from time to time owing by the Maker to the Payee, and (b) in the case of the Guarantors,
all obligations of the Guarantors in respect of its guarantee under Section 8 and all other obligations of the Guarantors
under this Note and (c) in the case of each of the foregoing, including all interest thereon and expenses related thereto,
including any interest or expenses accruing or arising after the commencement of any case under any Debtor Relief Law (whether
or not such interest or expenses are enforceable, allowed or allowable as a claim in whole or in part in such case).


 


“Obligors”
means the Maker and the Guarantors.


 


“PEM”
means Premier Exhibitions Management LLC, a Florida limited liability company.


 


“Permitted
Change of Control” means a Change of Control resulting from the implementation of the Merger.


 


“Permitted
Investments” means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and
credit of the United States), in each case maturing within one year from the date of acquisition thereof and (b) investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000;


 


“Permitted
Liens” means, with respect to any person: (a) Liens arising by operation of law which were incurred in the ordinary course
of business, including carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the
ordinary course of business, and which (i) do not in the aggregate materially detract from the value of the property subject thereto
or materially impair the use thereof in the operations of the business of such person or (ii) are being contested in good faith
by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such
Liens and for which adequate reserves have been made if required in accordance with generally accepted accounting principles; (b)
pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
or other similar social security legislation; (c) Liens securing taxes, assessments and other governmental charges, the payment
of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted
and for which such reserve or other appropriate provisions, if any, as shall be required by generally accepted accounting principles
shall have been made; and (d) Liens securing any extension, renewal, replacement or refinancing of an indebtedness secured by a
Lien permitted by this Note.


 




    	Annex A - 3



    	 



    

 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and governmental authorities.


 


“Premier
Party” means each Obligor and each Excluded Subsidiary.


 


“Prepayment
Date” shall have the meaning set forth in Section 4 hereof.


 


“Prepayment
Notice” shall have the meaning set forth in Section 4 hereof.


 


“Prepayment
Premium” means any additional amounts and fees above the principal amount to be paid pursuant to Section 4.


 


“Proposal”
means the following proposal: the issuance to the Payee for and on behalf the Lenders of the shares of Common Stock of the Maker
issuable upon conversion of this Note, pursuant to all applicable rules under NASDAQ’s listing rules.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in any of the Obligors or any Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.


 


“Reorganization”
shall have the meaning set forth in Section 7(b) hereof.


 


“RMST”
means RMS Titanic, Inc., a Florida corporation.


 


“RMST
Shares” means all of the Equity Interests in RMST issued by RMST.


 


“SEC”
means the Securities and Exchange Commission of the United States.


 


“Shareholder
Approval” means the Approval by the Maker’s shareholders of the Proposal.


 


“Special
Meeting” means the Maker’s special meeting of shareholders required to be called and held by it pursuant to the
Merger Agreement, dated as of the date hereof, by and among Maker, 1032403 B.C. Ltd., Dinoking Tech, Inc., Daoping Bao and Nancy
Brenner with respect to the Merger.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees
or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of
that Person or a combination thereof.


 




    	Annex A - 4



    	 



    

 


“Titanic
Assets” means (a) the Titanic Collections, as defined in the Revised Covenants and Conditions set forth in the 2010 Opinion,
and related supporting documentation and intellectual property owned by RMST, and (b) the Titanic Reserve Account.


 


“Titanic
Documents” means (i) the Opinion issued by the United State District Court for the Eastern District of Virginia with
respect to Action No. 2:93cv902, dated as of August 12, 2010 (the “2010 Opinion”); (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 R.M.S.
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.


 


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


 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.


 




    	Annex A - 5



    	 



    

 


Annex B


 


Each Obligor covenants and agrees as follows:


 


(a) Indebtedness. The Maker will
not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(i) Indebtedness created hereunder;


 


(ii) Indebtedness existing on the date hereof
and set forth in Schedule 5 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof;


 


(iii) Indebtedness with respect to letters
of credit in an aggregate amount not to exceed $1,700,000 at any time;


 


(iv) Indebtedness of any Obligor to any other
Obligor; and


 


(v) other unsecured Indebtedness
in an aggregate principal amount not exceeding $25,000 at any time outstanding.


 


(b) Liens. The Maker will not, and
will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:


 


(i) Permitted Liens;


 


(ii) Liens on cash collateral in an
aggregate amount not to exceed $1,700,000 in the aggregate at any time securing potential reimbursement obligations in respect
of the letters of credit permitted pursuant to clause (a)(iii) of this Annex B; and


 


(iii) Liens on the Titanic Reserve Account
to the extent required by the Revised Conditions and Covenants set forth in the 2010 Opinion.


 


(c) Fundamental Changes. The Maker
will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person (other than an Obligor, provided
that this exclusion shall not apply to RMST), or permit any other Person to merge into or consolidate with it, or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (other
than to an Obligor, provided that this exclusion shall not apply to RMST), or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve.


 


(d) Investments, Loans, Advances, Guarantees
and Acquisitions. The Maker will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including
pursuant to any merger with any Person that was not an Obligor prior to such merger) any capital stock, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist
any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person
constituting a business unit, except Permitted Investments and investments by the Maker existing on the date hereof in the capital
stock of its Subsidiaries.


 




    	Annex B - 1



    	 



    

 


(e) Restricted Payments. The Maker
will not, and will not permit any of its Subsidiaries other than Excluded Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except Subsidiaries may declare and pay dividends ratably with respect to
their Equity Interests.


 


(f) Transactions with Affiliates.
The Maker will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to,
or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of
its Affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to the Maker
or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and transactions between
or among the Maker and its Subsidiaries not involving any other Affiliate.


 


(g) Additional Subsidiaries; Further
Assurances.


 


(i) The Maker shall cause each Subsidiary other
than an Excluded Subsidiary to become a Guarantor and Obligor under this Note by executing and delivering to the Payee a joinder
to this Note in form and substance reasonably satisfactory to the Payee. Each Obligor shall promptly from time to time give, execute,
deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents,
agreements or consents or other papers as may be necessary or, in the judgment of the Payee, desirable to create, preserve, perfect,
maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Payee to exercise and enforce
its rights hereunder with respect to such security interest, provided that the Maker shall not be required to establish
control of the Excluded Accounts in favor of the Payee to the extent permitted in clause (i) of this Annex C. No Obligor shall
(A)  file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing
statement or like instrument with respect to any of the Collateral in which the Payee is not named as the sole secured party or
(B) cause or permit any Person other than the Payee to have “control” (as defined in Section 9-104, 9-105,
9-106 or 9-107 of the UCC) of any deposit account or investment property constituting part of the Collateral.


 


(ii) If an Event of Default shall have
occurred and be continuing, all dividends and other distributions on any pledged shares (including the RMST Shares) shall be paid
directly to the Payee and retained by it as part of the Collateral. Each Obligor hereby expressly authorizes and instructs each
issuer of any pledged shares (including RMST in respect of the RMST Shares) pledged hereunder to (A) comply with any instruction
received by it from the Payee that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance
with the terms of this Note, without any other or further instructions from such Obligor, and (B) pay any dividend or other payment
with respect to any pledged shares directly to the Payee. Without limiting any rights or powers granted by this Note to the Payee
while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default,
other than with respect to the Titanic Assets or actions governed by the Titanic Documents, the Payee is hereby appointed the attorney-in-fact
of each Obligor for the purpose of carrying out the provisions of this Note and taking any action and executing any instruments
that the Payee may deem necessary or advisable to accomplish the purposes, which appointment as attorney-in-fact is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing, so long as the Payee shall be entitled under this
Note to make collections in respect of the Collateral, the Payee shall have the right and power to receive, endorse and collect
all checks made payable to the order of any Obligor representing any dividend, payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.


 




    	Annex B - 2



    	 



    

 


(h) Cash
Management. All Cash of the Obligors shall be maintained at all times in a Controlled Account, provided that (1) each
Excluded Account shall not be subject to the foregoing requirement so long as Cash in each such Excluded Account (other than the
Titanic Reserve Account and the BofA LC Account) is swept into a Controlled Account at the end of each business day, provided
further that no additional amounts shall be deposited into the Titanic Reserve Account or the BofA LC Account, except with
respect to the Titanic Reserve Account as required by Article V, Section D, Clause 2 of the Revised Covenants and Conditions set
forth in the 2010 Opinion.


 


(i) UCC Filings.
The Maker shall promptly, and in any event within 15 business days after the date hereof, cause to be terminated any UCC filing
not permitted hereunder.


 


(j) Deposit
Account Control Agreement. The Maker shall use its best efforts to obtain a deposit account control agreement in favor of Payee
within 15 days from the date hereof over any deposit accounts maintained by the Maker at BofA that are not Excluded Accounts.


 


(k) Capital
Expenditures. The Obligors shall not invest in capital expenditures an amount in excess of Twenty-Five Thousand Dollars ($25,000)
during any calendar year.


 


(l) Hedge
Agreements. No Obligor shall enter into any hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest
rate management device with any Person in connection with any Indebtedness of such Obligor.


 


(m) Contracts.
No Obligor shall enter into any contract after the date hereof, or extend any contract existing as of the date hereof, having a
value in excess of Twenty-Five Thousand Dollars ($25,000) without the prior written consent of Payee, which consent shall not be
unreasonably withheld.


 


(n) Employment
Matters. No Obligor shall create a new executive-level position or hire a new executive-level employee; provided that, in consultation
with, and with the consent of, the Payee, an Obligor may fill an executive-level position that becomes vacant after the date hereof.
No Obligor shall increase the salary or other compensation (cash or otherwise) payable or to become payable to any director, officer,
contractor or advisor of an Obligor beyond the respective amounts paid to such individuals as of the date hereof.


 


(o) Material
Agreements. No Obligor shall amend or terminate a Material Agreement without the Payee’s prior written consent.


 




    	Annex B - 3



    	 



    

 


Annex C


 


RMST shall:


 


(a)  Maintain accurate and appropriately
detailed books, financial records and accounts, including bank accounts and custodian and other securities safekeeping accounts,
that are separate and distinct from those of any other person;


 


(b)  Maintain its books, financial
records and accounts (including inter-entity transaction accounts) in a manner so that it will not be difficult or costly to segregate,
ascertain or otherwise identify its assets and liabilities;


 


(c)  Not commingle any of its
assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of any other Person;


 


(d) Observe all appropriate corporate
procedures and formalities;


 


(e)  Not enter into any guaranty
of, or otherwise become liable for, or pledge its assets to secure, the liabilities, debts or obligations of any other Person (except
pursuant to this Note);


 


(f) Not create, incur, assume or
permit to exist any Indebtedness or create, incur, assume or permit to exist any Liens, in each case except for Indebtedness and
Liens under this Note;


 


(g)  Hold itself out as separate
and distinct from any other Person and not identify itself as a division or department of any other Person;


 


(h)  Ensure that decisions with
respect to its business and daily operations shall be independently made (although the individual making any particular decision
may also be an employee, officer or director of any one or more of its Affiliates) and shall not be dictated by its Affiliates;


 


(i)  Maintain separate annual
financial statements prepared in accordance with GAAP showing its assets and liabilities separate and distinct from those of any
other person; and


 


(j)  Not make any loans or investments
to any Person or buy or hold any indebtedness or other obligations issued by any other person.


 




    	Annex C - 1



    	 



    

 


Annex D


 


EXEMPTION CERTIFICATE


 


		TO:	PREMIER EXHIBITIONS, INC. (the “Maker”)



 


Capitalized terms not otherwise
defined herein or Appendix A attached hereto shall have the meanings ascribed to them in the Amended and Restated Secured Promissory
Note and Guarantee dated April 2, 2015 (the "Note") to which this Annex D is attached.


 


The Lender understands that the
Maker and its counsel are relying upon the information provided by the Lender in this certificate, in determining to sell securities
to the Lender in a manner exempt from the prospectus requirements of applicable securities legislation in the province of British
Columbia (“Securities Legislation”).


 


The Lender represents, warrants
and certifies to the Maker and its counsel that as at the date hereof and as at the date of the Note he, she or it is, or is deemed
to be, purchasing the Note as principal for his, her or its own account, not for the benefit of any other Person, and that he,
she or it fully complies with one of the criteria set out below (beside which the Lender has indicated by checkmark that the Lender
complies with such criteria):


 


	1.	 ̈	The
Lender is resident in the Province of British Columbia and are an accredited investor as defined under National Instrument 45-106
Prospectus and Registration Exemptions, by virtue of the fact that the Lender falls within one of the categories of a accredited
investor reproduced in Appendix A attached hereto (beside which the Lender has indicated by checkmark that the Lender belongs
to such category), and the Lender was not created or used solely to purchase securities as an accredited investor as described
in paragraph (m) of the definition of accredited investor; or



 


	2.	 ̈	the
Lender is not resident in Canada or the United States and:



 


		(a)	the Lender is knowledgeable of, or has been independently
advised as to the applicable securities laws of the securities regulatory authorities (the “Authorities”) having
application in the jurisdiction in which the Lender is resident (the “International Jurisdiction”) which would
apply to the purchase of the Note, if any;



 


		(b)	the Lender is purchasing the Note pursuant to exemptions
from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International
Jurisdiction or, if such is not applicable, the Lender is permitted to purchase the Purchased Securities under the applicable
securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption;



 


		(c)	the Lender confirms that the purchase of the Note does
not contravene any applicable securities laws of the Authorities in the International Jurisdiction and does not require the Maker
to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of the Note; and



 


		(d)	confirm that the purchase of the Note by the Lender does
not trigger:



 




    	Annex D - 1



    	 



    

 


		(i)	an obligation by the Maker or any other person to prepare
and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International
Jurisdiction; or



 


		(ii)	continuous disclosure reporting obligations of the Maker
in the International Jurisdiction; and



 


the Lender will, if requested
by the Maker, comply with such other requirements as the Maker may reasonably require.


 


	Dated: 	 	 	Signed:
	 	 	 
	 	 	 
	Witness (If Lender is an individual)	 	Print the name of Lender
	 	 	 
	 	 	 
	Print the name of Witness	 	If the Lender is a corporation, print name and title of Authorized Signing Officer


 




    	Annex D - 2



    	 



    

 


Appendix A to Annex D


 


[Please check the box of the applicable category
of accredited investor] 


 


	 ̈	(a)	a Canadian financial institution, or a Schedule III bank;
	 	 	 
	 ̈	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
	 	 	 
	 ̈	(c)	a subsidiary of any Person referred to in paragraphs (a) or (b), if the Person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
	 	 	 
	 ̈	(d)	a Person registered under the Securities Legislation as an adviser or dealer, other than a Person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
	 	 	 
	 ̈	(e)	an individual registered or formerly registered under the Securities Legislation as a representative of a Person referred to in paragraph (d);
	 	 	 
	 ̈	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
	 	 	 
	 ̈	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
	 	 	 
	 ̈	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
	 	 	 
	 ̈	(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;
	 	 	 
	 ̈	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
	 	 	 
	 ̈	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
	 	 	 
	 ̈	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
	 	 	 
	 ̈	(m)	a Person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that was not created solely as an accredited investor under this definition;
	 	 	 
	 ̈	(n)	an investment fund that distributes or has distributed its securities only to
	 	 	 
	 	 	(i)	a Person that is or was an accredited investor at the time of the distribution,


 




    	Annex D - 3



    	 



    

 


	 	 	(ii)	a Person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 [Additional investment in investment funds] of NI 45-106, or
	 	 	 
	 	 	(iii)	a Person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
	 	 	 
	 ̈	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
	 	 	 
	 ̈	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
	 	 	 
	 ̈	(q)	a Person acting on behalf of a fully managed account managed by that Person, if that Person
	 	 	 
	 	 	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities laws of a jurisdiction of Canada or a foreign jurisdiction, and
	 	 	 
	 	 	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund;
	 	 	 
	 ̈	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the Securities Legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
	 	 	 
	 ̈	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
	 	 	 
	 ̈	(t)	a Person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are Persons that are accredited investors;
	 	 	 
	 ̈	(u)	an investment fund that is advised by a Person registered as an adviser or a Person that is exempt from registration as an adviser, or
	 	 	 
	 ̈	(v)	a Person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.


 


The following terms have the following
meanings:


 


		(a)	“Canadian financial institution” means



 


		 	(i)	an association governed by the Cooperative Credit Associations
Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or



 


		 	(ii)	a bank, loan corporation, trust company, trust corporation,
insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case,
is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;



 




    	Annex D - 4



    	 



    

 


		(b)	“entity” means a company, syndicate,
partnership, trust or unincorporated organization;



 


		(c)	“financial assets” means cash, securities,
or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of Securities Legislation;



 


		(d)	“fully managed account” means an account
of a client for which a Person makes the investment decisions if that Person has full discretion to trade in securities for the
account without requiring the client’s express consent to a transaction;



 


		(e)	“investment fund” means a mutual fund
or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia),
R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments and a venture capital corporation registered
under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business objective
is making multiple investments;



 


		(f)	“mutual fund” means:



 


		(i)	for the purposes of British Columbia law,



 


		(A)	an issuer of a security that entitles the holder to receive
on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest
in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the security,



 


		(B)	an issuer described in an order that the commission may
make under section 3.2 of the Securities Act (British Columbia), and



 


		(C)	an issuer that is in a class of prescribed issuers,



 


but does not include an
issuer, or a class of issuers, described in an order that the commission may make under section 3.1 of the Securities Act
(British Columbia);


 


		(ii)	for the purposes of Alberta law,



 


		(A)	an issuer whose primary purpose is to invest money provided
by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand,
an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including
a separate fund or trust account, of the issuer, or



 


		(B)	an issuer that is designated as a mutual fund under section
10 of the Securities Act (Alberta) or in accordance with the regulations,



 


but does not include an
issuer, or class of issuers, that is designated under section 10 of the Securities Act (Alberta) not to be a mutual
fund;


 




    	Annex D - 5



    	 



    

 


		(iii)	for the purposes of Ontario law, an issuer whose primary
purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within
a specified period after demand, an amount computed by reference to the value as a proportionate interest in the whole or in part
of the net assets, including a separate fund or trust account, of the issuer;



 


		(iv)	for the purposes of Quebec law,



 


		(A)	an issuer whose primary purpose is to invest money provided
by its security holders and whose securities entitle the holder to receive on demand or within a specified period after demand
an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including
a separate fund or trust account, of the issuer; or



 


		(B)	a mutual fund designated under section 272.2 of the
Securities Act (Quebec) or determined by regulation;



 


		(g)	“NI 45-106” means National Instrument
45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators;



 


		(h)	“non-redeemable investment fund” means
an issuer,



 


		(i)	whose primary purpose is to invest money provided by its
securityholders,



 


		(ii)	that does not invest,



 


		(A)	for the purpose of exercising or seeking to exercise control
of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or



 


		(B)	for the purpose of being actively involved in the management
of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and



 


		(iii)	that is not a mutual fund;



 


		(i)	“regulator” means the person referred
to in Appendix D of National Instrument 14-101 Definitions opposite the name of the local jurisdiction;



 


		(j)	“related liabilities” means liabilities
incurred or assumed for the purpose of financing the acquisition or ownership of financial assets or liabilities that are secured
by financial assets;



 


		(k)	“Schedule III bank” means an
authorized foreign bank named in Schedule III of the Bank Act (Canada);



 


		(l)	“securities regulatory authority” means
the securities commission or similar regulatory authority listed in Appendix C of National Instrument 14-101 Definitions
opposite the name of the local jurisdiction; and



 




    	Annex D - 6



    	 



    

 


		(m)	“spouse” means an individual who



 


		(i)	is married to another individual and is not living separate
and apart within the meaning of the Divorce Act (Canada), from the other individual,



 


		(ii)	is living with another individual in a marriage-like relationship,
including a marriage-like relationship between individuals of the same gender, or



		 	 



		(iii)	in Alberta, is an individual referred to in paragraph (i)
or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).



 


		(n)	"subsidiary" means an issuer that is controlled
directly or indirectly by another issuer and includes a subsidiary of that subsidiary.



 


For purposes of the definition of
“subsidiary”, a Person (first Person) is considered to control another Person (second Person) if (a) the first Person,
directly or indirectly, beneficially owns or exercises control or direction over securities of the second Person carrying votes
which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first
Person holds the voting securities only to secure an obligation, (b) the second Person is a partnership, other than a limited partnership,
and the first Person holds more than 50% of the interests of the partnership, or (c) the second Person is a limited partnership
and the general partner of the limited partnership is the first Person.


 




    	Annex D - 7



    	 



    

 


Schedule 1


 


Legal Names of Obligors


 


	Legal Name of Obligor	 	Type of Entity	 	Jurisdiction of

Organization	 	Mailing Address
	 	 	 	 	 	 	 
	Premier Exhibitions, Inc.	 	Corporation	 	Florida	 	3340 Peachtree Rd NE Suite 900

Atlanta, Georgia 30326
	 	 	 	 	 	 	 
	RMS Titanic, Inc.	 	Corporation	 	Florida	 	3340 Peachtree Rd NE Suite 900

Atlanta, Georgia 30326
	 	 	 	 	 	 	 
	Premier Exhibition Management LLC	 	Limited Liability Company	 	Florida	 	3340 Peachtree Rd NE Suite 900

Atlanta, Georgia 30326
	 	 	 	 	 	 	 
	Arts and Exhibitions International, LLC	 	Limited Liability Company	 	Florida	 	3340 Peachtree Rd NE Suite 900

Atlanta, Georgia 30326
	 	 	 	 	 	 	 
	Premier Merchandising, LLC	 	Limited Liability Company	 	Delaware	 	3340 Peachtree Rd NE Suite 900

Atlanta, Georgia 30326


 




    	Schedule  1 - 1



    	 



    

 


Schedule 2


 


RMST Shares


 


	Pledgor	 	Name of

Subsidiary	 	Shares	 	Certificate

Number	 	Par Value
	 	 	 	 	 	 	 	 	 
	Premier Exhibitions, Inc.	 	RMS Titanic, Inc.	 	10,000	 	1	 	0.0001


 




    	Schedule 2 - 1



    	 



    

 


Schedule 3


 


Location of Titanic Assets


 


Permanent Locations 


		·	Titanic the Artifact Exhibition: 7324 International Drive, Orlando,
FL 32819, United States



		·	Premier Exhibition Center: 7711 Beach Blvd., Buena Park, CA 90620,
United States



		·	Titanic: The Artifact Exhibition within The Luxor Hotel and Casino,
3900 Las Vegas Blvd South, Las Vegas, NV 89119, United States



 


Traveling Exhibitions


	·	Brussels Expo, Brussels, Belgium	Through November 30, 2014
	·	Technic Museum Speyer, Speyer, Germany	December 20, 2014  June 28, 2015
	·	Imagination Station, Toledo, OH 43604, United States	Through September 21, 2014
	·	Palexpo Opus One/Encore B, Geneva, Switzerland,	October 10, 2014 – February 1, 1014
	·	Discovery Park of America, Union City TN	January 31, 2015 – May 3, 2015
	·	National Mississippi River Aquarium, Dubuque, IA	May 23, 2015 – September 30- 2015
	·	V&A Waterfront, Expo 24, Cape Town, South Africa	June 25, 2015 – August 30, 2015


 


Artifacts on Loan Agreement


Titanica at the Ulster Folk & Transport Museum, Belfast,
Ireland


Titanic: Return to Cherbourg, La Cite de la Mer, Cherbourg,
France


 


Conservation Warehouse


 


On Deposit in Bank


c/o McGuire Woods, Norfolk, Virginia


 




    	Schedule  3 - 1



    	 



    

 


Schedule 4


 


Material Agreements of RMST


 


Material Agreements related to
Titanic Assets


 


	Name of Document	 	Parties	 	Date
	Intercompany Agreement 	 	Premier Exhibitions, Inc.

RMS Titanic, Inc.	 	March 1, 2012
	Restated Intercompany Services and Exhibition Touring Rights License Agreement	 	Premier Exhibition Management LLC

RMS Titanic, Inc.	 	March 1, 2012
	Binding Deal Memo for “Titanic...The Artifact Exhibition”	 	Premier Exhibition Management LLC

Discovery Park of America, Inc.	 	September 8, 2014
	Binding Deal Memo for “Titanic...The Artifact Exhibition”	 	Premier Exhibition Management LLC

Historiches Museum der Pfalz Speyer	 	February 13,2014
	Binding Deal Memo for “Titanic...The Artifact Exhibition”	 	Premier Exhibition Management LLC

Fire-Starter SA, Belgium	 	July 11, 2014
	Binding Deal Memo for “Titanic...The Artifact Exhibition	 	Premier Exhibition Management LLC

Opus One S.A., Switzerland	 	May 2, 2014
	Binding Deal Memo for “Titanic...The Artifact Exhibition”	 	Premier Exhibition Management LLC

Toledo Science Center d/b/a Imagination Station	 	October 10, 2012
	Amendment of 

“Titanic...The Artifact Exhibition” Binding Deal Memo	 	Premier Exhibition Management LLC

Toledo Science Center d/b/a Imagination Station	 	December 19, 2013
	Second Amendment of 

“Titanic...The Artifact Exhibition” Binding Deal Memo	 	Premier Exhibition Management LLC

Toledo Science Center d/b/a Imagination Station	 	March 19, 2014
	Non-Binding Term Sheet for Titanic: the Artifact Exhibition	 	Premier Exhibition Management LLC

Perlage Grandi Eventi	 	July 7, 2014


 




    	Schedule 4 - 1



    	 



    

 


Schedule 5


 


Existing Indebtedness


 


		·	Revenue Payment Agreement, entered into as of April 17, 2014, by and
between AEG Live LLC and Premier Exhibition Management LLC. Premier pays AEG different percentage royalties on various exhibitions
through April 20, 2017. 



 


		·	Purchase note in connection with the acquisition of the Orlando exhibition,
in the amount of $183,000, due in December 2015 and payable by the Maker.



 


		·	Capital leases of the Maker totaling $83,000 due between June, 2015
and Sept, 2017.



 


		·	Indebtedness of the Maker, if any, under the Agreement of Lease dated
as of April 9, 2014 between the Maker and 417 Fifth Ave Real Estate LLC.



 




    	Schedule 5 - 1