EX-4.5



 





Exhibit 4.5



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO PREMIER EXHIBITIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.





Right to Purchase 125,000 shares of Common Stock of Premier
Exhibitions Inc. (subject to adjustment as provided herein)



COMMON STOCK PURCHASE WARRANT




Issue Date: October 1, 2005




     Premier Exhibitions, Inc., a corporation organized under the laws of the State of Florida (the
“Company”), hereby certifies that, for value received, Mr. Alan Davidson, with principal offices at
9 Antastasia Ct., Palm Coast, Florida 32137 (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T
on the fifth anniversary of the Issue Date (the “Expiration Date”), 125,000 fully paid and
nonassessable, “vested” (as defined in Section 1.1 below) shares of the common stock of the
Company, $0.001 par value per share at a per share purchase price of two dollars ($2.00). The
aforedescribed purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the
Purchase Price without the consent of the Holder. This Warrant is being entered into in connection
with the Consulting Agreement entered into by the parties on or about this same date.



     As used herein the following terms, unless the context otherwise requires, have the following
respective meanings:



     (a) The term “Company” shall include Premier Exhibitions, Inc. and any corporation which shall
succeed or assume the obligations of Premier Exhibitions, Inc. hereunder.



     (b) The term “Common Stock” includes (a) the Company’s Common Stock, $.001 par value per
share, and (b) any other securities into which or for which any of the securities described in (a)
may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.



     (c) The term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the
Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.



 









 





     1. Exercise of Warrant.



          1.1 Number of Shares Issuable upon Exercise. Holder shall be entitled to exercise
one-half of the Warrants as of the Issue Date herein, and shall be entitled to exercise the
remainder of the Warrants as of October 1, 2006. Exercisable shares underlying the Warrant
(“Warrant Shares”) shall be deemed “vested” shares. Notwithstanding the above, ten days prior to an
event described in Section 3.1 (“Change of Control”), all Warrant Shares shall become vested and
shall be immediately exercisable. The Company shall notify Holder of the Change of Control and
failure to notify shall be deemed a material breach of this Warrant. From and after the Issue Date
through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon
exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise
of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company in
accordance with this subsection, subject to adjustment pursuant to Section 4.




          1.2 Full Exercise. Subject to Section 1.1, this Warrant may be exercised in full by
the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached
as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and surrender of the
original Warrant within ten (10) days of exercise, to the Company at its principal office or at the
office of its Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the Company, in the amount
obtained by multiplying the number of shares of Common Stock for which this Warrant is then
exercisable by the Purchase Price then in effect.




          1.3 Partial Exercise. Subject to Section 1.1, this Warrant may be exercised in part
(but not for a fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock
designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any
such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the
order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number
of shares of Common Stock for which such Warrant may still be exercised.




          1.4 Fair Market Value. Fair Market Value of a share of Common Stock as of a particular
date (the “Determination Date”) shall mean:




               (a) If the Company’s Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), National Market System, the
NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price,
respectively, reported for the last business day immediately preceding the Determination Date;



               (b) If the Company’s Common Stock is not traded on an exchange or on the NASDAQ National
Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in
the over-the-counter bulletin board or pinksheets.com, then the



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average of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;



               (c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such an agreement, by
arbitration in accordance with the rules then standing of the American Arbitration Association,
before a single arbitrator to be chosen from a panel of persons qualified by education and training
to pass on the matter to be decided; or



               (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any
event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the
event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of
this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the
Warrants are outstanding at the Determination Date.



          1.5 Company Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to
afford to such Holder any rights to which such Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any
such request, such failure shall not affect the continuing obligation of the Company to afford to
such Holder any such rights.




          1.6 Trustee for Warrant Holders. In the event that a bank or trust company shall have
been appointed as trustee for the Holder of the Warrants pursuant to subsection 3.2, such bank or
trust company shall have all the powers and duties of a warrant agent (as hereinafter described)
and shall accept, in its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may
be, on exercise of this Warrant pursuant to this Section 1.




          1.7 Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the
Holder hereof as the record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any event within ten (10)
days thereafter, the Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly and validly
issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such
Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market
Value of one full share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled upon such exercise
pursuant to Section 1 or otherwise.




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     2. Cashless Exercise.



          (a) Payment upon exercise may be made at the option of the Holder either in (i) cash, wire
transfer or by certified or official bank check payable to the order of the Company equal to the
applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the
Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing
methods, for the number of Common Stock specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the
holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or
Other Securities) determined as provided herein.




          (b) Subject to Section 1.1, but notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of
calculation as set forth below), in lieu of exercising this Warrant for cash, the holder may elect
to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof
being cancelled) by surrender of this Warrant at the principal office of the Company together with
the properly endorsed Subscription Form in which event the Company shall issue to the holder a
number of shares of Common Stock computed using the following formula:









	 	 	 	 	 
	 

	 	Where X=
	 	the number of shares of Common Stock to be issued to the holder
	 
	 	 	 	 
	 

	 	Y=
	 	the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being exercised, the portion of
the Warrant being exercised (at the date of such calculation)
	 
	 	 	 	 
	 

	 	A=
	 	the Fair Market Value of one share of the Company’s Common
Stock (at the date of such calculation)
	 
	 	 	 	 
	 

	 	B=
	 	Purchase Price (as adjusted to the date of such calculation)






          (c) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to
have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued.




     3. Adjustment for Reorganization, Consolidation, Merger, etc.



          3.1 Reorganization Consolidation, Merger, etc. In case at any time or from time to
time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other
person (either by merger, share exchange or other similar transaction) or (c) transfer all or
substantially all of its properties or assets to any other person under any plan or arrangement



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contemplating the dissolution of the Company, then, in each such case, as a condition to the
consummation of such a transaction, proper and adequate provision shall be made by the Company
whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time
after the consummation of such reorganization, consolidation or merger or the effective date of
such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other
Securities) issuable on such exercise prior to such consummation or such effective date, the stock
and other securities and property (including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution, as the case may be, if such Holder
had so exercised this Warrant, immediately prior thereto, all subject to further adjustment
thereafter as provided in Section 4.




          3.2 Dissolution. In the event of any dissolution of the Company following the transfer
of all or substantially all of its properties or assets, the Company, prior to such dissolution,
shall at its expense deliver or cause to be delivered the stock and other securities and property
(including cash, where applicable) receivable by the Holder of the Warrants after the effective
date of such dissolution pursuant to this Section 3 to a bank or trust company (a “Trustee”) having
its principal office in New York, NY, as trustee for the Holder of the Warrants.




          3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer
(and any dissolution following any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable to the Other Securities
and property receivable on the exercise of this Warrant after the consummation of such
reorganization, consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have expressly assumed the
terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full
force and effect after the consummation of the transaction described in this Section 3, then only
in such event will the Company’s securities and property (including cash, where applicable)
receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.




          3.4 Share Issuance. Until the Expiration Date if the Company shall issue any Common
Stock other than Common Stock issued to employees, directors and officers under an equity plan
authorized by the Board of Directors, prior to the complete exercise of this Warrant for a
consideration less than the Purchase Price that would be in effect at the time of such issue, then,
and thereafter successively upon each such issue, the Purchase Price shall be reduced to such other
lower issue price. For purposes of this adjustment, the issuance of any security or debt instrument
of the Company carrying the right to convert such security or debt instrument into Common Stock or
of any warrant, right or option to purchase Common Stock shall result in an adjustment to the
Purchase Price upon the issuance of the above-described security, debt instrument, warrant, right,
or option.




     4. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements.
The Company will at all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies
of



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all financial and other information distributed or required to be distributed to the holders of
the Company’s Common Stock.



     5. Assignment; Exchange of Warrant. Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder
hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s
endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and
together with an opinion of counsel reasonably satisfactory to the Company that the transfer of
this Warrant will be in compliance with applicable securities laws, the Company at its expense, but
with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on
the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of
Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.



     6. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation,
on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute
and deliver, in lieu thereof, a new Warrant of like tenor.



     7. Registration Rights. The Company will use it commercially reasonable best efforts
to file a registration statement covering the shares underlying the warrants described as part of
this agreement, which registration statement shall be filed not later than January 1, 2007 and not
earlier than July 1, 2006.



     8. Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an
exercise date which the determination of this limitation is being made on an exercise date, which
would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding Common Stock on such date. For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the
Holder shall not be limited to aggregate exercises which would result in the issuance of more than
4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior
notice from the Holder to the Company.



     9. Warrant Agent. The Company may, by written notice to the Holder of the Warrant,
appoint an agent (a “Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section
7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at such office by such
Warrant Agent.



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     10. Transfer on the Company’s Books. Until this Warrant is transferred on the books of
the Company, the Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.



     11. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be: (i) if to the Company to: Premier Exhibitions, Inc., 3340 Peachtree Rd. NE, Suite 2250,
Atlanta, Georgia, 30326 and (ii) if to the Holder, to Mr. Alan Davidson, Antastasia Ct., Palm
Coast, Florida 32137.



     12. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which enforcement of
such change, waiver, discharge or termination is sought. This Warrant shall be construed and
enforced accordance with and governed by the laws of New York. Any dispute relating to this Warrant
shall be adjudicated in New York County in the State of New York. The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.



     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.



	 	 	 	 	 
	 	PREMIER EXHIBITIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT A




FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)




TO: PREMIER EXHIBITIONS, INC.



The undersigned, pursuant to the provisions set forth in the attached Warrant (No.                     ), hereby
irrevocably elects to purchase (check applicable box):




	 	 	 
	                    

	 	                     shares of the Common Stock covered by such Warrant; or
	 
	 	 
	                    

	 	The maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure
set forth in Section 2.





The undersigned herewith makes payment of the full purchase price for such shares at the price per
share provided for in such Warrant, which is $                    . Such payment takes the form
of (check applicable box or boxes):




	 	 	 
	                    

	 	$                     in lawful money of the United States; and/or
	 
	 	 
	                    

	 	the cancellation of such portion of the attached Warrant as is exercisable for a total of
	 

	 	                     shares of Common Stock (using a Fair Market Value of $                    
per share for purposes of this calculation); and/or
	 
	 	 
	                    

	 	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set
forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth in Section 2.





The undersigned requests that the certificates for such shares be issued in the name of, and
Delivered to                                                              whose address is



 




                                                                     
                                                   .







The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the
“Securities Act”), or pursuant to an exemption from registration under the Securities Act.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

(Signature must conform to name of holder as
specified on the face of the Warrant)
	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

(Address)
	 	 







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EXHIBIT B




FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)




     For value received, the undersigned hereby sells, assigns, and transfers unto the person(s)
named below under the heading “Transferees” the right presented by the written Warrant to purchase
the percentage and number of shares of Common Stock of PREMIER EXHIBITIONS, INC. to which the
within Warrant relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person
Attorney to transfer its respective right on the books of PREMIER EXHIBITIONS, INC. with full power
of substitution in the premises.



	 	 	 	 	 
	Transferees	 	Percentage Transferred	 	Number Transferred
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

(Signature must conform to name of holder as
specified on face of the warrant)
	 	 
	 
	 	 	 	 
	Signed in the presence of:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	(Name)

	 	 
 

	 	 
	 

	 	(address)	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED:

	 	 	 	 
	 

	 	 	 	 
	[TRANSFEREE]

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	(Name)
	 	 	 	 







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