Exhibit
10.6


 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of l, 2015,


BY AND AMONG


 


PREMIER EXHIBITIONS, INC., a Florida
corporation


 


(the “Company”)


 


AND


 


DAOPING BAO, businessperson residing
in Richmond, British Columbia


 


(“Bao”)


 


AND


 


NANCY BRENNER, businessperson residing
in Delta, British Columbia


 


(“Brenner” together with Bao and
their permitted assigns, the “Investors”)


 


Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in that certain Merger Agreement by and among the parties hereto and
the other parties thereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time,
the “Merger Agreement”).


 


WHEREAS:


 


A.            The
Company has agreed, upon the terms and subject to the conditions of the Merger Agreement, to issue to the Investors [up to] _____________
of the Company’s common stock, $0.0001 value per share, and to induce the Buyer to enter into the Merger Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE, in consideration of the
promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Investors hereby agree as follows:


 


		1.0	DEFINITIONS



 


		1.1	As used in this Agreement, the following terms shall
have the following meanings:



 


=


 


“Person” means
any person or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 




    	 



    	 



    

  


“Register,” “registered,”
and “registration” refer to a registration effected by preparing and filing one or more registration statements
of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule
providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of
effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable Securities”
means (i) any or all of the Premier Shares which have been, or which may from time to time be, issued or issuable to the Investor
(A) under the Merger Agreement, the Pentwater Loan, the Second Loan or the Post-Closing Success Payment Agreement, or (B) pursuant
to the exchange of the Exchangeable Shares which have been, or which may from time to time be, issued or issuable to the Investor
under the Merger Agreement, the Pentwater Loan, the Second Loan or the Post-Closing Success Payment Agreement and (ii) any shares
of capital stock of the Company issued or issuable with respect to any of the foregoing as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.
[Definition subject to ongoing review.]


 


“Registration Statement”
means the registration statement of the Company on Form S-3 (or if the Company is not eligible to use such form for purposes of
registering the Registrable Securities, on Form S-1) covering only the re-sale of the Registrable Securities.


 


		2.0	REGISTRATION



 


		2.1	Mandatory Registration



 


At any time after the closing of the transactions
contemplated by the Merger Agreement, the Company shall within 30 Business Days after receipt of a written request from the
Investors file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities
and no other securities of the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment
upon such registration statement or amendment to such registration statement and any related prospectus prior to its filing with
the SEC. Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use
its reasonable best efforts to have the Registration Statement or amendment declared effective by the SEC at the earliest possible
date. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated
under the Securities Act and available for re-sales of all of the Registrable Securities at all times until the earlier of:


 


		(a)	the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144(b)(1)(i)
promulgated under the Securities Act (or successor thereto); or



 


		(b)	the date on which the Investor shall have sold all the Registrable Securities



 


(the “Registration Period”).


 


The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were
made, not misleading.


 




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		2.2	Rule 424 Prospectus



 


The Company shall, as required by applicable
securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the
prospectus and prospectus supplements, if any, to be used in connection with re-sales of the Registrable Securities under the Registration
Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to
its filing with the SEC. The Investor shall use its reasonable best efforts to comment upon such prospectus within five Business
Days from the date the Investor receives the proposed final version of such prospectus.


 


		2.3	Sufficient Number of Shares Registered



 


In the event the number of shares available
under the Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall amend the Registration
Statement or file a new registration statement (a “New Registration Statement”), so as to cover all of such
Registrable Securities as soon as practicable, but in any event not later than 20 Business Days after the necessity therefor
arises. The Company shall use it reasonable best efforts to cause such amendment and/or New Registration Statement to become effective
as soon as practicable following the filing thereof.


 


		3.0	RELATED OBLIGATIONS



 


With respect to the Registration Statement
and whenever any Registrable Securities are to be registered pursuant to Section 2.2 including on any New Registration Statement,
the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the
intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


3.1         The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement
effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration
Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such registration statement.


 


3.2         The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto at least five Business Days prior to their filing with the SEC, and not file any document
in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements thereto within five Business Days from the date the
Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from
the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration
Statement.


 




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		3.3	Upon request of the Investor, the Company shall furnish
to the Investor:



 


		(a)	promptly after the same is prepared and filed with the SEC, at least one copy of such registration statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits;



 


		(b)	upon the effectiveness of any registration statement, a copy of the prospectus included in such registration statement and
all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request); and



 


		(c)	such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt,
any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.



 


		3.4	The Company shall use reasonable best efforts to:



 


		(a)	register and qualify the Registrable Securities covered by a registration statement under such other securities or “blue
sky” laws of such jurisdictions in the United States as the Investor reasonably requests;



 


		(b)	prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period;



 


		(c)	take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period; and



 


		(d)	take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to:



 


		(i)	qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4;



 


		(ii)	subject itself to general taxation in any such jurisdiction; or



 


		(iii)	file a general consent to service of process in any such jurisdiction.



 


The Company shall promptly notify the Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


3.5         As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare
a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such
supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall
also promptly notify the Investor in writing:


 




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		(a)	when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement
or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by
facsimile on the same day of such effectiveness and by overnight mail);



 


		(b)	of any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information;
and



 


		(c)	of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate.



 


3.6         The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and,
if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


		3.7	The Company shall:



 


		(a)	cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series
issued by the Company are then listed, if any (the “Principal Market”), if the listing of such Registrable Securities
is then permitted under the rules of such exchange; or



 


		(b)	secure designation and quotation of all the Registrable Securities on the Principal Market.



 


The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section.


 


3.8         Upon
the Investor’s written request, the Company shall cooperate with the Investor to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to any registration
statement and enable such certificates to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.


 


3.9         The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


		3.10	If reasonably requested by the Investor, the Company
shall:



 


		(a)	immediately incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably
believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities;



 




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		(b)	make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and



 


		(c)	supplement or make amendments to any registration statement.



 


3.11        The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


3.12        Within
one Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in
the form attached hereto as Schedule A. Thereafter, if requested by the Investors at any time, the Company shall require its
counsel to deliver to the Investors a written confirmation whether or not the effectiveness of such registration statement has
lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration
statement is current and available to the Investors for sale of all of the Registrable Securities.


 


3.13        The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


 


		4.0	OBLIGATIONS OF THE INVESTOR



 


4.1         The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required
to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.


 


4.2         The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any registration statement hereunder.


 


4.3         The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive
legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of
the happening of any event of the kind described in Section 3.6 or the first sentence of Section 3.5 and for which the
Investor has not yet settled.


 




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		5.0	EXPENSES OF REGISTRATION



 


5.1            All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2.0 and 3.0, including, without limitation, all registration, listing and qualifications fees, printers
and accounting fees, and fees and disbursements of counsel for the Company, if any, shall be paid by the Company.


 


		6.0	INDEMNIFICATION



 


6.1         To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of
the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement
or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:


 


		(a)	any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading;



 


		(b)	any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading;



 


		(c)	any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to the Registration Statement or any New Registration Statement; or



 


		(d)	any material violation by the Company of this Agreement (the matters in the foregoing clauses (a) through (d) being, collectively,
“Violations”).



 


The Company shall reimburse each Indemnified Person promptly
as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them
in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.1:


 




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		(e)	shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with (a) information about the Investor furnished in writing to the Company by such Indemnified Person expressly
for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment
thereof or supplement thereto or (b) information that such Indemnified Person instructed the Company to include in the Registration
Statement pursuant to Section 3.10;



 


		(f)	with respect to any superceded prospectus, shall not inure to the benefit of any such person from whom the person asserting
any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the superceded prospectus was corrected in the revised
prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3.3
or Section 3.5, and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the
use giving rise to a Violation and such Indemnified Person, notwithstanding such advice, used it;



 


		(g)	shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3.3
or Section 3.5; and



 


		(h)	shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld.



 


Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9.0.


 


6.2          In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company,
each of its directors, each of its officers who signs the Registration Statement or any New Registration Statement, each Person,
if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an
Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may
become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out
of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information about the Investor furnished to the Company by the Investor expressly for use in
connection with such registration statement or furnished by the Investor to the Company for inclusion in such registration statement
under Section 3.10; and, subject to Section 6.4, the Investor will reimburse any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained
in this Section 6.2 and the agreement with respect to contribution contained in Section 7.0 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent
shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6.2 for
only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale
of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9.0.


 




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6.3          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6.0 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6.0, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6.0, except to
the extent that the indemnifying party is prejudiced in its ability to defend such action.


 


6.4          The
indemnification required by this Section 6.0 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


		6.5	The indemnity agreements contained herein shall be in
addition to:



 


		(a)	any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others;
and



 


		(b)	any liabilities the indemnifying party may be subject to pursuant to the law.



 




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		7.0	CONTRIBUTION



 


7.1          To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6.0 to the fullest
extent permitted by law; provided, however, that:


 


		(a)	no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and



 


		(b)	contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.



 


		8.0	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS



 


8.1          With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without
registration (“Rule 144”), the Company agrees, at the Company’s sole expense, to:


 


		(a)	make and keep public information available, as those terms are understood and defined in Rule 144;



 


		(b)	file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144;



 


		(c)	furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request:



 


		(i)	a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the
Securities Act and the Exchange Act;



 


		(ii)	a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company;
and



 


		(iii)	such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144
without registration (for the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall
be deemed “furnished to the Investor” hereunder); and



 


		(d)	take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise reasonably cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.



 




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8.2          The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8.0 and
that Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary
or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms
or provisions.


 


		9.0	ASSIGNMENT OF REGISTRATION RIGHTS



 


9.1          The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.
The Investor may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate
of the Investor.


 


		10.0	AMENDMENT OF REGISTRATION RIGHTS



 


10.1        Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Investor.


 


		11.0	MISCELLANEOUS



 


11.1        A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


11.2        Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered:


 


		(a)	upon receipt, when delivered personally;



 


		(b)	upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or



 


		(c)	one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same.



 


The addresses and facsimile numbers for such communications
shall be:


 


If to the Company:


 


PREMIER EXHIBITIONS, INC.

3340 Peachtree Road N.E.

Atlanta, GA 30326


 


	Attention:	Chief Financial Officer
	Telephone:	404-842-2600
	Facsimile:	404-842-2626


 




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With a copy to:


 


Derek Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114-1291


 


	Telephone:	(216) 566-5800
	Facsimile:	(216) 566-5527 


 


If to the Investor:


 


Dinoking Tech Inc.

#110 - 11188 Featherstone Way

Richmond, British Columbia V6W 1K9

Canada 


	Attention:	Chief Executive Officer
	Facsimile:	(604) 277-1617


 


with a copy (which shall not constitute notice) to:


 


Dentons Canada LLP

20th Floor, 250 Howe Street

Vancouver, British Columbia V6C 3R8

Canada 


	Attention:	Catherine Wade
	Facsimile:	(604) 683-5214


 


or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written notice given to each other party three Business
Days prior to the effectiveness of such change. Written confirmation of receipt:


 


		(d)	given by the recipient of such notice, consent, waiver or other communication;



 


		(e)	mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission; or



 


		(f)	provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (a), (b) or (c) above,
respectively.



 


11.3        Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 




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11.4        All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Florida or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State
of Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11.5       This
Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement
supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


11.6       Subject
to the requirements of Section 9.0, this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.


 


11.7       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


11.8       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


11.9       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


11.10     The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 




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11.11     This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	PREMIER EXHIBITIONS, INC.	 
	 	 	 
	By: 	   	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By: 	 	 
	 	Daoping Bao	 
	 	 	 
	By: 	 	 
	 	Nancy Brenner	 


 




    	- 14 -



    	 



    

 


Schedule A


 


TO REGISTRATION
RIGHTS AGREEMENT


 


Form
of Notice of Effectiveness of Registration Statement 


 


[Date] 


 


[TRANSFER AGENT]

____________________________


____________________________


 


Re: [___]


 


Ladies and Gentlemen:


 


We are counsel to PREMIER EXHIBITIONS, INC.,
a Florida corporation (the “Company”). The Company is party to that certain Merger Agreement, dated as of [___],
2015 (the “Merger Agreement”), entered into by and between the Company, Dinoking Tech, Inc., a company existing
under the laws of the Province of British Columbia (“DK”), [●] LTD., a company existing under the laws
of the Province of British Columbia (“Exchangeco”), [●] LTD., a company existing under the laws of the
Province of British Columbia (“Newco”), Daoping Bao, a businessperson residing in Richmond, British Columbia
(“Bao”), and Nancy Brenner, a businessperson residing in Delta, British Columbia (“Brenner”
and together with Bao, the “Investors”), pursuant to which the Company agreed to issue to the Investors and
register with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


	(1)	 	 
	 	 	 
	(2)	 	 (collectively, the “Applicable Shares”).


 


Pursuant to the Merger Agreement, the Company
also entered into a Registration Rights Agreement, dated as of [___], 2015, with the Investors (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to register the Applicable Shares under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the
Merger Agreement and the Registration Rights Agreement, on [___], 2015, the Company filed a Registration Statement (File No. 333-[___])
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating
to the re-sale of the Applicable Shares.


 


In connection with the foregoing, we advise
you that on [___], 2015, a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the Securities Act at [___] on [___], 2015 and we have no knowledge, after telephonic
inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings
for that purpose are pending before, or threatened by, the SEC and the Applicable Shares are available for re-sale under the Securities
Act pursuant to the Registration Statement and may issued without any restrictive legend.


 




    	 



    	 



    

  


	Very truly yours,	 
	 	 
	[Company Counsel]	 
	 	 
	By: 	      	 
	 	 
	cc:  Daoping Bao and Nancy Brenner	 


 




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