EX-4.2



 





Exhibit 4.2




WARRANT AGREEMENT




     THIS AGREEMENT, dated as of April 19, 2004, between PREMIER EXHIBITIONS, INC., a Florida
corporation (the “Company”), and Investor Awareness (“Warrant Holder”).



     WHEREAS, the Company has agreed to issue the Warrant Holder a Warrant to acquire 50,000 (Fifty
thousand) shares of the Company’s Common Stock at $1.00 (one dollar) per share (“Exercise Price”),
subject to adjustment through April 19, 2010 (“Expiration Date”).



     NOW THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth,
the parties hereto agree as follows:



     SECTION 1. Company as Warrant Agent/Defined Terms. The parties hereto agree that the
Company shall act as the Warrant Agent. The Company agrees to perform its function as Warrant Agent
in accordance with the terms and conditions hereinafter set forth in this Agreement.



     SECTION 2. Form of Warrant Certificate.



     A. The Warrant shall entitle the Warrant Holder, subject to the provisions of this Agreement,
to purchase upon the exercise thereof, 50,000 shares at the Exercise Price (as previously defined),
subject to the adjustments provided for in Section 7 hereof. The text of the Warrant Certificate
and the form of election to exercise the Warrant and to purchase shares of Common Stock thereunder
(to be printed on the reverse side of the Warrant Certificate) shall be substantially in the forms
attached to this Warrant Agreement. The Warrant Certificate shall be executed on behalf of the
Company by its President, affixed or in facsimile, and shall be attested to.



     B. The Warrant is immediately exercisable. The Warrant Certificate shall be dated the date of
countersignature by the Company.



     SECTION 3. Exercise of Warrant, Duration and Warrant Price.



     A. Subject to the provisions of this Agreement, the Warrant Holder shall have the right, which
may be exercised as set forth in the Warrant Certificate, to purchase from the Company the number
of Shares of $0.001 Par Value Common Stock as specified.



     B. The Warrant may be exercised in accordance with its terms on any business day up to and
including the Expiration Date. The Warrant not exercised during said period shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement shall cease at the end
of such period.



     C. The Warrant may be exercised by the surrender of the Warrant Certificate to the Company
with the Election to Purchase set forth on the reverse thereof, duly executed, accompanied by
payment in full to the Company of the Exercise Price. The Exercise Price shall be paid in full in
cash, or by certified or official bank or bank cashier’s check, payable in United States currency,
to the order of the Company at the office of the Company.



     Upon surrender of the Warrant Certificate and payment of the Exercise Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable dispatch, to or upon the written



 









 







order of the Holder of the Warrant and in such name or names as such Holder may designate, a
certificate or certificates for the number of shares so purchased upon the exercise of the Warrant.
All shares of the Company’s Common Stock issued upon the exercise of the Warrant shall be validly
issued, fully paid and non-assessable.



     Certificates representing such shares shall be deemed to have been issued, and any person so
designated to be named therein shall be deemed to have become a holder of record of such shares as
of the date of the surrender of such Warrant and payment of the Exercise Price as aforesaid;
provided, however, that if, at the date of surrender of such Warrant and payment of such Exercise
Price, the transfer books for the Common Stock shall be closed, the certificates for the shares in
respect of which such Warrant is then exercised shall be issuable as of the date on which such
books shall next be opened, and until such date, the Company shall be under no duty to deliver any
certificate for such shares. The rights of purchase represented by the Warrant shall be
exercisable, at the election of the holder thereof, either as an entirety or from time to time for
part only (in whole shares) of the number of shares specified therein and, in the event that the
Warrant is exercised in respect of less than all the shares specified therein prior to the
Expiration Date, a new Warrant Certificate will be issued to such holder for the remaining number
of shares specified in the Warrant Certificate so surrendered.



     SECTION 4. Countersignature and Registration. The Company shall treat the person in
whose name such Warrant Certificate shall be registered upon the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant Certificate and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant Certificate made by
anyone other than the Company), for the purpose of any exercise thereof, and for all other
purposes, and the Company shall be not be affected by any notice to the contrary.



     SECTION 5. Mutilated or Missing Warrant. In case the Warrant Certificate shall be
mutilated, lost, stolen or destroyed, the Company may, in its discretion, issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in
lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant
Certificate, but only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Warrant Certificate and reasonable indemnity, if requested, satisfactory to the
Company. The applicant for such a substitute Warrant Certificate shall also comply with such other
reasonable conditions and pay such reasonable charges as the Company may prescribe.



     SECTION 6. Reservation of Common Stock. There has been reserved, and the Company shall
at all times keep reserved, out of the authorized and unissued shares of Common Stock of the
Company, a number of shares sufficient to provide for the exercise of the rights of purchase
represented by the Warrant then outstanding, and the Transfer Agent for the Common Stock and every
subsequent Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise
of any of the aforesaid rights of purchase are hereby irrevocably authorized and directed at all
times to reserve such number of authorized and unissued shares as shall be requisite for such
purpose.



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     SECTION 7. Adjustment of Exercise Price. While the Warrant remains outstanding, the
Exercise Price and number of shares to be issued upon the exercise of the Warrant shall be subject
to adjustment from time to time upon the happening of any of the following events:



     A. Merger, Sale of Assets, etc. If the Company at any time shall consolidate with or
merge into or sell or convey all or substantially all its assets to any other corporation, this
Agreement shall thereafter evidence the right to purchase such number and kind of securities and
property as would have been issuable or distributable on account of such consolidation, merger,
sale or conveyance, upon or with respect to the securities subject to the conversion or purchase
right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision
shall similarly apply to successive transactions of a similar nature by any such successor or
purchaser.



     B. Reclassification, etc. If the Company at any time shall by subdivision, combination
or reclassification of securities or otherwise, change any of the securities then purchasable upon
the exercise of the rights contained in this Warrant Agreement into the same or a different number
of securities of any class or classes, the Warrant shall thereafter evidence the right to purchase
such number and kind of securities as would have been issuable as the result of such change with
respect to the securities which were subject to the conversion or purchase right immediately prior
to such subdivision, combination, reclassification or other change. If shares of Common Stock are
subdivided or combined into a greater or small number of shares of Common Stock, the Exercise Price
shall be proportionately reduced in case of subdivision of shares or proportionately increased in
the case of combination of shares, both cases by the ratio which the total number of shares of
Common tock to be outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.



     SECTION 8. Amendments. The Company may by supplemental agreement make any changes or
corrections into this Agreement (i) that it shall deem appropriate to cure any ambiguity or to
correct any defective or inconsistent provision or manifest mistake or error herein contained; or
(ii) that it may deem necessary or desirable and which shall not adversely affect the rights,
privileges or immunities of the registered holder of the Warrant Certificate, but this Agreement
shall not otherwise be modified, supplemented or altered in any respect except to extend the
Expiration Date which may be done by the Company in its sole discretion except with the consent in
writing of the holder of the Warrant Certificate; provided, however, that no change in the number
or nature of the shares purchasable upon the exercise of the Warrant, or the Exercise Price
therefore, or the Expiration Date of the Warrant (except as aforesaid), shall be made without the
consent in writing of the registered holder of the Warrant Certificate, other than such changes as
are specifically prescribed by or contemplated in this Agreement as originally executed.



     SECTION 9. Notices. All notices, requests and other communications pursuant to this
Agreement shall be in writing and shall be sufficiently given or made when delivered or mailed by
first-class mail, postage prepaid, addressed as follows:



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     A. If to the Company:


PREMIER EXHIBITIONS, INC.

3340 Peachtree Road, NE, Suite 2250

Atlanta, Georgia 30326




     B. If to the registered holder of the Warrant:



     SECTION 10. Successors. All the covenants and provisions of this Agreement by or for
the benefit of the Company shall bind and inure to the benefit of its respective successors and
assigns hereunder.



     SECTION 11. Governing Law. This Agreement and the Warrant issued hereunder shall be
deemed to be a contract made under the laws of the State of Florida and for all purposes shall be
construed in accordance with the laws of said State.



     SECTION 12. Benefit of This Agreement. Nothing in this Agreement shall be construed to
give to any person or corporation other than the Company and the Warrant holder any legal or
equitable right, remedy or claim under this Agreement and this Agreement shall be for the sole and
exclusive benefit of the Company and the Warrant holder.



     SECTION 13. Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     SECTION 14. Termination. This Agreement shall terminate at the close of business after
the Expiration Date. Notwithstanding the foregoing, this Agreement will terminate earlier if the
Warrant outstanding hereunder has been exercised prior to the Expiration Date. In such
circumstances, this Agreement shall terminate on the date the Warrant has been exercised.



     SECTION 15. Descriptive Headings. The descriptive headings of the several Sections of
this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.



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



	 	 	 	 	 	 	 
	 	 	“COMPANY”	 	 
	 
	 	 	 	 	 	 
	 	 	PREMIER EXHIBITIONS, INC.	 	 
	 	 	a Florida corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Arnie Geller, President
	 	 
	 
	 	 	 	 	 	 
	 	 	“WARRANT HOLDER”	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





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THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS, IN AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, OR TRANSFER IS EXEMPT FROM
REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT AND SUCH LAWS.




WARRANT CERTIFICATE




PREMIER EXHIBITIONS, INC.




     This Warrant Certificate certifies that Hong Jin Sui is the holder of a Warrant (the
“Warrant”) expiring at 5:00 p.m., Eastern Standard Time on April 28, 2011 (the “Expiration Time”),
to purchase shares of the Common Stock, par value $0.001 per share (the “Common Stock”), of PREMIER
EXHIBITIONS, INC., a Florida corporation (the “Company”). The Warrant entitles the holder, upon
exercise, to receive from the Company, if exercised at or before the Expiration Time, 50,000 fully
paid and non-assessable shares of Common Stock at the exercise price of $4.00 per share (the
“Exercise Price”), payable as provided in the Warrant Agreement (defined below), upon surrender of
this Warrant Certificate and payment of the Exercise Price at the principal office of the Company,
subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price and
number of Shares issuable upon exercise of the Warrant are subject to adjustment upon the
occurrence of certain events, as provided in the Warrant Agreement.


The Warrant evidenced by this Warrant Certificate is part of a duly authorized issue of the Company
and is issued or will be issued pursuant to a Warrant Agreement dated April 28, 2006 (the “Warrant
Agreement”), between the Company and Hong Jin Sui the initial recipient of the Warrant. The Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitations or rights, obligations, duties and
immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the
registered holders or holder of the Warrant).



All issues and questions concerning the construction, validity, interpretation and enforcement of
this Warrant Certificate shall be governed by the laws of the State of Florida without regard to
principles of conflicts of laws.



IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed.




	 	 	 	 	 	 	 
	 	 	PREMIER EXHIBITIONS, INC.	 	 
	 
	 	 	 	 	 	 
	Dated                                         

	 	By
	 	 	 	 
	 

	 	 	 	 

Name: Arnie Geller
	 	 
	 

	 	 	 	Title: President