exhibit 10.3


REGISTRATION RIGHTS
AGREEMENT


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of November 1, 2015,


BY AND AMONG


 


PREMIER EXHIBITIONS, INC., a Florida corporation


(the “Company”)


AND


DAOPING BAO, businessperson residing in Surrey, British Columbia


(“Bao”)


AND


NANCY BRENNER, businessperson residing in Surrey, 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] 1,434,720 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


The Company shall within 30 Business Days from the date hereof
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:






    	-4-



     

    

 


		(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, 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;



    	-5-



     

    


		(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:


		(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 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, if such prospectus was timely made available by the Company pursuant to Section 3.3 or Section 3.5;




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		(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 set forth on Schedule B attached hereto and furnished
to the Company by the Investor expressly for use in connection with such registration statement; 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: Tina Bingham

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       
The corporate laws of the State of Florida shall govern all issues concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting the City of Chicago, 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 and the Purchase Agreement constitute 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 and the Purchase Agreement supersede 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.


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.






    	-13-



     

    




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:  /s/ Michael J. Little                                    


Name: Michael J. Little


Title: Interim CEO, CFO and COO


 


 


By:  /s/ Daoping Bao                                        


Daoping Bao


 


 


By: /s/ Nancy Brenner                                    


Nancy Brenner


 


 


 


 


 


 


 


 





 


 


[Signature page to the Registration Rights Agreement]


 






    	-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”), and have represented the Company in connection with 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 Surrey, British Columbia
(“Bao”), and Nancy Brenner, a businessperson residing in Surrey, British Columbia (“Brenner”
and together with Bao, the “Investors”), pursuant to which the Company has 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 has 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


 






     


     

    

Schedule B 


TO REGISTRATION
RIGHTS AGREEMENT 


Information About the Investor Furnished to the Company by
the Investor

Expressly for use in Connection with the Registration Statement


As of the date of the Merger Agreement, neither Daoping Bao nor
Nancy Brenner beneficially owned any shares of common stock of the Company.