| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     |
|--------|-----------------------------------------------------------------------------------------------|
|   |                                                                                          |
|   |                                                                                          |
|   | For the fiscal year ended February 28, 2014                                                   |
|   |                                                                                          |
| or     |
|   |                                                                                          |
| o      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|   |                                                                                          |
|   |                                                                                          |
|   | For the transition period from _________to____________                                        |

| Florida                                                        | 20-1424922                           |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|                                                           |                                 |

| Title of Each Class                       | Name of Each Exchange on Which Registered         |
|-------------------------------------------|---------------------------------------------------|
| Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC(NASDAQ Global Market) |

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| TABLE OF CONTENTS |
|-------------------|
|              |   |   |
|              |   | Page |
|              |   |   |
| Part II.          |   |   |
| Item 5.           | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND |
|              |     PURCHASES OF EQUITY SECURITIES | 1 |
|              |   |   |
| Part III          |   |   |
| Item 10.          | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 2 |
| Item 11.          | EXECUTIVE COMPENSATION | 6 |
| Item 12.          | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED |
|              |    STOCKHOLDER MATTERS | 15 |
| Item 13.          | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 16 |
| Item 14.          | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 17 |
|              |   |   |
| Part IV.          |   |   |
| Item 15.          | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 18 |

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| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
|--------------|--------------------------------------------------------------------------------------------------------------------|

|                                      | 2/28/09 | 2/28/10 | 2/28/11 | 2/29/12 | 2/28/13 | 2/28/14 |
|-------------------------------------------|---------|---------|---------|---------|---------|---------|
| Premier Exhibitions, Inc.                 | 100     | 158     | 218     | 306     | 288     | 110     |
| Standard & Poor's 600 Small Cap Index | 100     | 162     | 211     | 219     | 248     | 324     |
| Russell 3000®  Index       | 100     | 156     | 194     | 202     | 230     | 292     |

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| Name and Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | DirectorSince |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
|  William M. Adams, age 43, has served as one of our directors since January 2009.  Mr. Adams has been a Partner with Alpine Investors, LP since September 2001. Alpine Investors, LP is a private equity investor in small cap companies, focused on firms with less than $100 million of revenue. The firm manages approximately $500 million across four funds. Mr. Adams manages his firm’s portfolio of operating companies, working with them to develop winning teams and create and implement effective growth strategies.  Mr. Adams held early career roles in marketing and sales at The Clorox Company and as a strategic consultant at The Mitchell Madison Group, a global strategic consulting practice. Mr. Adams serves on the Boards of Directors of several private companies in which Alpine Investors is an owner. He received a Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University and a Bachelor of Arts from Colgate University. |  2009    |
|  The Board believes that Mr. Adams’ experience with small cap companies qualifies him to serve as a member of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |
| Douglas Banker, age 62, has served as one of our directors since August 2000. Mr. Banker’s more than 40 years of experience in the entertainment industry includes major market concert production and promotions; providing management services to musicians and recording artists; marketing, merchandising, licensing, and sales of music media products; as well as the development and management of international concert tours. Mr. Banker is currently a Vice President of McGhee Entertainment, a successful artist management company with offices in Los Angeles and Nashville. Mr. Banker also served as President of the Board of the Motor City Music Foundation in Detroit, Michigan from 1996 to 2000.                                                                                                                                                                                                                                                                                                               | 2000          |
|  The Board believes that Mr. Banker’s entertainment and marketing experience and his experience in international markets makes him well suited to service on the Board of Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |          |

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| Name and Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | DirectorSince |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
|  Ronald C. Bernard, age 71, has served as one of our directors since September 2009. Mr. Bernard has been President of LWB Media Consulting, a company that provides consulting to private equity firms investing in media-related companies, since 2004, and a Managing Director and Senior Advisor of Alvarez and Marsal, a professional services firm specializing in turnarounds, since September 2009.  Prior to that time Mr. Bernard served as Chief Executive Officer of Sekani, Inc., a privately held media licensing and digital media asset management company from 2000 to 2003, and as President of NFL Enterprises from 1994 to 2000, where he focused on the National Football League’s media businesses and international operations.  From 1987 to 1993 Mr. Bernard served as President of Viacom Network Enterprises and from 1980 to 1987 he served as an Executive Vice President and Chief Executive Officer of Showtime Entertainment Networks, Inc.  He also previously served as a director of Atari, Inc.  Mr. Bernard received a Master of Business Administration from Columbia University and a Bachelor of Arts from Syracuse University.  Mr. Bernard is also a Certified Public Accountant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  2009    |
|  The Board believes that Mr. Bernard’s international media experience and his experience as a Certified Public Accountant make him qualified to serve as a director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |          |
|  Mark A. Sellers, age 45, has served as Chairman of the Board since January 2009 and as one of our directors since July 2008. Mr. Sellers has been the founder and managing member of Sellers Capital LLC, an investment management firm, since 2003. Sellers Capital LLC manages Sellers Capital Master Fund, Ltd., a hedge fund that is our largest shareholder. Prior to founding Sellers Capital LLC, Mr. Sellers was the Lead Equity Strategist for Morningstar, Inc., a provider of investment research.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  2008    |
|  The Board believes Mr. Sellers is qualified to serve as a director of the Company due to his extensive financial and investment experience. In addition, Mr. Sellers’ role as managing member of the Company’s largest shareholder provides a valuable shareholder perspective to the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |          |
| Bruce Steinberg, age 57, has served as one of our directors since January 2009.  Mr. Steinberg has over 25 years of media industry experience. Since 2011 Mr. Steinberg has been the founding Principal of Dendy Partners Limited, a venture capital company investing in early stage digital media and technology companies.  Mr. Steinberg was previously Executive Chairman of the Wananchi Programming division of the Wananchi Group, a media company offering broadband, pay-tv and VoIP telephony in East Africa.  Prior thereto, he was the Chief Executive Officer of HIT Entertainment Limited, which creates   internationally renowned children's properties; Chief Executive Officer of Fox Kids Europe N.V.; General Manager of Broadcasting at BSkyB and Chief Executive Officer of UK Gold and UK Living TV.  He began his career at MTV Networks, where he held various positions in New York and Europe.  He is currently a director of Arts Alliance Media, Europe’s leading provider of digital cinema technology, and a Board member of JDRF UK, a charitable organization dedicated to finding the cure for Type 1 diabetes.  Mr. Steinberg received a MBA from Harvard Business School, a MA (Cantab) from Cambridge University and a BA from Columbia University.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2009          |
| The Board believes that Mr. Steinberg is qualified to serve as a director of the Company due to his executive level experience with entertainment and media companies and his international experience with media companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |          |
| Samuel S. Weiser, age 54, is the former President and Chief Executive Officer of Premier Exhibitions, Inc.  Mr. Weiser is also the owner of Foxdale Management, LLC, a consulting firm founded by Mr. Weiser that provides operational consulting to asset management firms and litigation support services in securities related disputes. Mr. Weiser served as Interim Chief Financial of the Company from May 2011 until June 27, 2011, as Interim President and Chief Executive Officer from November 28, 2011 through June 29, 2012, and President and CEO from June 29, 2011 to June 13, 2014. From February through October 2009 and from July 2010 through April 2011, Mr. Weiser provided consulting services to us through a consulting agreement.  He was the Chief Operating Officer of Sellers Capital LLC, an investment management firm, where he was responsible for all non-investment activities, from 2007 to 2010. Mr. Weiser remains a member of Sellers Capital LLC. Mr. Weiser is also an indirect investor in Sellers Capital Master Fund, Ltd., an investment fund managed by Sellers Capital LLC and Premier’s largest shareholder. From April 2005 to 2007, he was a Managing Director responsible for the Hedge Fund Consulting Group within Citigroup Inc.’s Global Prime Brokerage division.  Mr. Weiser also served as Chairman of the Managed Funds Association, a lobbying organization for the hedge fund industry, from 2001 to 2003. Mr. Weiser is also a former partner in Ernst & Young. Mr. Weiser also serves as a director of Paragon Technologies, Inc. and SED International Holdings, Inc.  He received a Bachelor of Arts in Economics from Colby College and a Master of Science in Accounting from George Washington University. The Board believes that Mr. Weiser’s service as our former President and Chief Executive Officer and extensive financial and operational consulting experience makes him qualified to serve as a member of the Board of Directors. | 2009          |

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|   | · | to attract and retain talented individuals to lead the Company; |
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|   | · | to emphasize at-risk components of compensation,  in the form of performance-based annual incentives dependent upon annual financial goals or equity compensation with time based vesting; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | to focus on pay for performance, by conditioning payment of any annual bonus components of individual executive employment agreements on specific and measurable achievement of the Company’s annual budget, other financial goals and specific business objectives; and |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | to retain flexibility to reward exceptional individual performance. |
|--------|--------|---------------------------------------------------------------------|

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|   Name andPrincipal Position                                                                                                  |   |   FiscalYear |   |   Salary($)                       |   |   Bonus($)                           |   |  StockAwards($)(1)      |   |  OptionAwards($)(1)                                    |   | Non-Equity Incentive Plan Compensation($)                    |   |  All OtherCompensation($)(2) |   |   Total($)                       |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|--------|---------------------------------------------|--------|------------------------------------------------|--------|------------------------------|--------|-------------------------------------------------------------|--------|--------------------------------------------------------------|--------|-----------------------------------|--------|--------------------------------------------|
| Samuel S. Weiser (3)Former President andChief Executive Officer                                                                    |   | 201420132012           |   |     360,000(6)355,385338,333 |   |  140,000(7)                               |   |   267,500(8)30,000 |   | 138,000(9)430,000                                           |   |                                                         |   | 38,16330,07140,128                |   | 536,1631,222,956    408,461 |
| Michael J. Little (4)Interim President and Chief Executive  Officer, Chief Financial Officer and Chief OperatingOfficer  |   | 201420132012           |   | 270,769250,000134,616                       |   |   90,000(10)                         |   |                         |   | 92,000(11) 308,460       |   |        35,000(12)125,000  |   | 65,07645,58938,408                |   | 462,845420,589571,484                      |
| John Norman (5)President of Premier Exhibition Management LLC                                                                           |   | 20142013               |   | 320,000235,077                              |   | 83,911(13)30,392      |   |                         |   |                                                        |   |                                                         |   | 30,809   7,461          |   | 434,720272,930                             |
| (1) | The dollar value of restricted stock, stock appreciation rights and option grants represent the grant date fair value calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 10 (Stock Compensation) to the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal year 2014.  |   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (2) | The amounts in the All Other Compensation Column for fiscal year 2014 consist of the following compensation items:                                                                                                                                                                                                                                                                                    |   |

|     Name |   |   Year  |   | Medical Insurance Premiums($) |    |   | HealthSavingPlan($) |   |    | Living and Commuting Expenses($) |   |   | Tax Gross Up on Commuting Expense($) |   |   |  Severance($) |    |   |  Total($) |   |
|------------------------------|--------|------------------------|--------|-------------------------------|---------|--------|---------------------|--------|---------|---------------------------------------|--------|--------|--------------------------------------|--------|--------|--------------------|---------|--------|----------------|--------|
| Samuel Weiser                |   | 2014                   |   |                          | — |   |                |   | — |                                  |   |   | 27,034                               |   |   |               | 11,129  |   |           |   | — |   |   |   | 38,163 |   |
| Michael Little               |   | 2014                   |   |                          | 16,894  |   |                |   | 7,024   |                                  |   |   | 29,864                               |   |   |               | 11,294  |   |           |   | — |   |   |   | 65,076 |   |
| John Norman                  |   | 2014                   |   |                          | 8,756   |   |                |   | — |                                  |   |   | 22,053                               |   |   |               | — |   |           |   | — |   |   |   | 30,809 |   |

|      | The table above summarizes the amounts in the All Other Compensation Column for fiscal year 2014. The All Other Compensation Column for fiscal year 2013 includes medical insurance premiums of $16,014 for Mr. Little and $7,461 for Mr. Norman; and living and commuting allowance $30,071 for Mr. Weiser and $29,575 for Mr. Little. The All Other Compensation Column for fiscal 2012 includes medical insurance premiums of $9,072 for Mr. Little; and living and commuting allowance of $40,128 for Mr. Weiser and $29,336 for Mr. Little.  |   |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (3)  | Mr. Weiser was appointed as our Interim Chief Financial Officer on May 19, 2011, after the end of fiscal year 2011, was appointed Interim President and Chief Executive Officer on November 28, 2011 and appointed President and Chief Executive Officer on June 29, 2012.  Mr. Weiser resigned his position as President and Chief Executive Officer on June 13, 2014.                                                                                                                                                                 |   |
| (4)       | Mr. Little was appointed Chief Financial Officer on June 16, 2011 and became Chief Financial Officer and Chief Operating Officer on November 28, 2011.  Mr. Little was appointed Interim President and Chief Executive Officer on June 13, 2014.                                                                                                                                                                                                                                                                                             |   |

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| (5)        | Mr. Norman became President of our Arts and Exhibitions International, LLC, subsidiary on June 25, 2012, and President of our Premier Exhibition Management, LLC, subsidiary on April 2, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (6)   | The amount in this column reflects (a) salary paid to Mr. Weiser for his service as our President and Chief Executive Officer, (b) payments to Mr. Weiser for his services as an interim officer pursuant to a consulting agreement with Foxdale Management, LLC, as more fully described under Related Party Transactions on page 16 of this Form 10-K/A and (c) fees paid in cash to Mr. Weiser for his service as a director of the Company.  Pursuant to his employment agreement with the Company, Mr. Weiser waived his director fees beginning June 29, 2012.  For calendar year 2012, Mr. Weiser elected to receive his director fees $30,000 in restricted stock units and $60,000 in cash.                                                                                                                              |   |
| (7)        | The Compensation Committee awarded Mr. Weiser a discretionary cash bonus of $140,000 based on fiscal year 2013 performance.  The bonus is reflected in the amendment to the employment agreement between the Company and Mr. Weiser, dated June 12, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| (8)   | For 2013, this column reflects the grant date fair value of restricted stock units awarded to Mr. Weiser pursuant to his employment agreement, which vest over a multi-year period.  For 2012, this amount reflects the grant date fair value of 16,861 restricted stock units granted to Mr. Weiser for his service as a director of the Company on January 1, 2012.  Mr. Weiser waived his director fees beginning June 29, 2012, when he entered into his employment agreement.  At that time 8,384 of the restricted stock units granted on January 1, 2012, vested and the remaining 8,477 restricted stock units were forfeited.                                                                                                                                                                                       |   |
| (9)        | For 2014, this column reflects the grant date fair value of stock options awarded to Mr. Weiser pursuant to his amended employment agreement, which vest and are exercisable over a multi-year period.  For 2013, this column reflects the value of stock appreciation rights awarded to Mr. Weiser pursuant to his employment agreement, which vest and are exercisable over a multi-year period and are settled in cash.                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| (10)       | Pursuant to Mr. Little’s employment agreement, he has the opportunity to receive a discretionary bonus of up to 50% of his base salary annually. The actual bonus paid for Mr. Little’s fiscal year 2012 performance was $90,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
| (11)       | For 2014, this column reflects the value of stock options awarded to Mr. Little pursuant to his amended employment agreement, which vest and are exercisable over a multi-year period.  For 2012, this column reflects the value of stock options awarded to Mr. Little pursuant to his employment agreement, which vest and are exercisable over a multi-year period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| (12)       | For fiscal 2013 and fiscal 2014, the Compensation Committee established a bonus opportunity for Mr. Little under the Premier Exhibitions, Inc. Annual Incentive Plan of up to 50% of his base salary, in lieu of the discretionary bonus opportunity provided in his employment agreement. Mr. Little earned his full bonus award in 2013 and earned one quarter of his bonus award in 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (13)  | Pursuant to his employment agreement with the Company, Mr. Norman has a formulaic bonus opportunity for the period June, 25, 2012 through June 24, 2013 and June 25, 2013 through February 28, 2014.  The amount reported for fiscal 2014 includes the portion of the bonus paid for the period June 25, 2012-June 24, 2013 attributable to fiscal 2014 performance.  No bonus was earned for the period June 25, 2013 through February 28, 2014.  The amount reported for fiscal 2013 includes the portion of the bonus paid for the period June 25, 2012-June 24, 2013 attributable to fiscal 2013 performance. For the bonus award paid for the period June 25, 2012 to June 25, 2013, the Company paid half in cash and half in shares of common stock issued under the Premier Exhibitions, Inc. 2009 Equity Incentive Plan. |   |

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|                                                     |   |                                     |   | Estimated Future PayoutsUnder Non-Equity Incentive PlanAwards(1) |   |                 |   |                 |   |                                                          |   |                                                                    |
|----------------------------------------------------------|--------|------------------------------------------|--------|------------------------------------------------------------------|--------|----------------------|--------|----------------------|--------|---------------------------------------------------------------|--------|-------------------------------------------------------------------------|
| Name                                                     |   | GrantDate                                |   | Threshold($)                                                     |   | Target($)            |   | Maximum($)           |   | All Other Stock Awards:Number of Shares of Stock or Units:(#) |   | All Other Option Awards:Number of Securities Underlying Options: (#)(2) |   | Exercise or Base Price ofOption Awards($/sh) |   | Grant Date Fair Value ofStock and Option Awards(3) |
| Samuel S. Weiser Michael J. Little John Norman |   | 6/12/2013 6/12/2013 10/11/2013 |   | 0 0                                                         |   | 180,000 140,000 |   | 180,000 140,000 |   |     41,716(4)                             |   | 150,000 100,000                                                    |   | 1.78 1.78 |   | 138,000 92,000 57,151 |

| (1)       | For fiscal 2014, the Compensation Committee established bonus opportunities for Mr. Weiser and Mr. Little under the Premier Exhibitions, Inc. Annual Incentive Plan of up to 50% of the base salary of each.  The target award was the maximum bonus opportunity.  Mr. Weiser earned $0 and Mr. Little earned $35,000 in 2014.  |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)       | Represents stock options granted to Mr. Weiser and Mr. Little pursuant to the amendments to the employment agreements of each, both dated June 12, 2013, and the Premier Exhibitions 2009 Equity Incentive Plan, as amended, as more fully described under Employment Agreements.                                                                   |
| (3)  | Represent the grant date fair value calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 10 (Stock Compensation) to the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal year 2014.                                       |
| (4)       | Represents shares granted to Mr. Norman under the Premier Exhibitions 2009 Equity Incentive Plan as payment of one-half of the formulaic bonus earned by Mr. Norman under the terms of his employment agreement with the Company for the period June 25, 2012 through June 24, 2013.                                                                     |

|                                     |   | Option Awards                                                   |   | Stock Awards                                                |
|------------------------------------------|--------|-----------------------------------------------------------------|--------|-------------------------------------------------------------|
|       Name |   |  Number ofSharesUnderlyingUnexercisedOptions(#)Exercisable |   | Number ofSharesUnderlyingUnexercisedOptions(#)Unexercisable |   |    OptionExercisePrice($) |   |     OptionExpirationDate |   |   Number ofSharesThat HaveNot Vested    (#) |   |  Market Valueof SharesThat HaveNot Vested($)(1) |
| Samuel S. Weiser                         |   |  187,504                                                   |   | 62,496(2)                                                   |   | $2.70 |   | 6/29/2017 |   | 6,013(3) |   | $5,291 |
|                                     |   |                                                            |   | 150,000(4)                                                  |   | $1.78 |   | 7/12/18 |   |   |   |   |
| Michael J. Little                        |   |  266,664                                                   |   | 33,336(5)                                                   |   | $1.66 |   | 6/27/2016 |   |   |   |   |
|                                     |   |                                                            |   | 100,000(4)                                                  |   | $1.78 |   | 7/12/18 |   |   |   |   |
| John Norman                              |   |                                                            |   |                                                        |   |   |   |   |   |   |   |   |

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| (1)       | The market value of shares reported in this column is based on the closing market price of our common stock of $0.88 per share on February 28, 2014, which was the last trading day of fiscal year 2014.                                                                                               |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                   |
| (2)  | These stock appreciation rights would have vested between March 31, 2014 and November 30, 2014, pro rata each month.  The stock appreciation rights vested in full on June 20, 2014, pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser.  |
| (3)       | These restricted stock units would have vested between March 31, 2014 and November 30, 2014, pro rata each month. The restricted stock units vested in full on June 20, 2014, pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser.                   |
| (4)       | These options vest one third on each of the first three anniversaries of the date of grant, July 12, 2013. Mr. Weiser’s options vested in full on June 20, 2014, pursuant to the terms of the Separation Agreement and Release between the Company and Mr. Weiser.                          |
| (5)  | These options vested one-third on June 27, 2012, with the remaining two-thirds vesting in twenty-four equal parts each month thereafter.                                                                                                                                                               |

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|    Name              |   | Fees Earnedor Paid inCash($) |    |   |   Stock Awards($)(1) |   |    |   OptionAwards($)(2) |   |   |   All OtherCompensation($) |   |   |   Total($) |    |
|-------------------------------------|--------|------------------------------|---------|--------|---------------------------|--------|---------|---------------------------|--------|--------|---------------------------------|--------|--------|-----------------|---------|
| William M. Adams                    |   |                         | 54,167  | (3)    |                      |   | 25,000  |                      |   |   | —                         |   |   |            | — |   |   |   | 79,167 |   |
| Douglas Banker                      |   |                         | 54,167  | (3)    |                      |   | 25,000  |                      |   |   | —                         |   |   |            | — |   |   |   | 79,167 |   |
| Ronald Bernard                      |   |                         | 54,167  | (3)    |                      |   | 25,000  |                      |   |   | —                         |   |   |            | — |   |   |   | 79,167 |   |
| Stephen Palley  (4)  |   |                         | 54,167  | (3)    |                      |   | 25,000  |                      |   |   | —                         |   |   |            | — |   |   |   | 79,167 |   |
| Mark A. Sellers (5)            |   |                         | — |   |                      |   | — |                      |   |   | —                         |   |   |            | — |   |   |   | — |   |
| Bruce Steinberg                     |   |                         | 54,167  | (3)    |                      |   | 25,000  |                      |   |   | —                         |   |   |            | — |   |   |   | 79,167 |   |

| (1) | Represents the full grant date fair value, computed in accordance with FASB ASC Topic 718 as disclosed in footnote 1 to the 2014 Summary Compensation Table, of restricted stock units granted to directors on January 1, 2014.  The restricted stock units were granted in connection with our director compensation program, under which each director receives half of his annual retainer in restricted stock units.  For the 2014 calendar year Messrs. Adams, Banker, Bernard, Palley, and Steinberg received 21,539 restricted stock units on January 1, 2014.  For the 2013 calendar year, each of Messrs. Adams, Banker, Bernard, Palley and Steinberg received 11,033 restricted stock units on January 1, 2013.  The pro-rated grant date fair value for the 2013 and 2014 awards that accrued over the 2014 fiscal year was $29,167 for Messrs. Adams, Banker, Bernard, Palley and Steinberg.  |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | We did not grant any stock option awards to our non-employee directors for fiscal year 2014 or fiscal 2013. As of February 28, 2014, Mr. Banker had a vested stock option for 75,000 shares of common stock at a strike price of $3.65 with an expiration date of January 27, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (3) | Represents the amount earned with respect to fiscal year 2014, which includes a portion of the calendar year 2013 director compensation plan and a portion of the calendar year 2014 director compensation plan.  For calendar year 2013, the cash portion of director compensation for each director was $60,000.  For calendar year 2014, the cash portion of director compensation for each director is $25,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (4) | Mr. Palley resigned from the Board of Directors on March 20, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (5) | Mr. Sellers has elected not to receive any compensation for his services as a Director or the Chairman of our Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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|   | · | each shareholder known to us to be the beneficial owner of more than 5% of our common stock; |
|--------|--------|----------------------------------------------------------------------------------------------|

|   | · | each of our current directors, nominees for directors and executive officers; and |
|--------|--------|----------------------------------------------------------------------------------------|

|   | · | all of our directors and executive officers as a group. |
|--------|--------|---------------------------------------------------------|

|                                                             |   | Common Stock Beneficially Owned |       |
|------------------------------------------------------------------|--------|---------------------------------|------------|
|  Name of Beneficial Owner                                   |   | Number ofShares (#)             |       |   | Percentage ofClass (%) (1) |   |
| More than 5% Shareholders:                                       |   |                            |       |   |   |   |
| Sellers Capital Master Fund, Ltd. (2)                       |   |                            | 15,430,179 |   |   |   | 31.1 | % |
| Greggory Schneider (3)                                           |   |                            | 3,037,500  |   |   |   | 6.1 | % |
| Directors, Director Nominees and Executive Officers:             |   |                            |       |   |   |   |   |   |
| William M. Adams (4)                                        |   |                            | 105,694    |   |   |   | * |   |
| Douglas Banker (4)(5)                                       |   |                            | 152,895    |   |   |   | * |   |
| Ronald Bernard (4)                                          |   |                            | 59,796     |   |   |   | * |   |
| Michael J. Little (6)                                            |   |                            | 335,334    |   |   |   | * |   |
| John Norman                                                      |   |                            | 28,179     |   |   |   | * |   |
| Mark A. Sellers (2)                                         |   |                            | 15,430,179 |   |   |   | 31.1 | % |
| Bruce Steinberg (4)                                         |   |                            | 87,194     |   |   |   | * |   |
| Samuel S. Weiser (7)                                        |   |                            | 310,833    |   |   |   | * |   |
| Directors and executive officers as a group (8 persons)(8)  |   |                            | 16,510,104 |   |   |   | 33.3 | % |

| (1)    | As reported by such persons as of June 19, 2014, with percentages based on 49,053,044 shares of our common stock issued and outstanding, except as indicated otherwise and except where the person has the right to acquire shares within the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares beneficially owned by such person and the number of shares outstanding. We have determined beneficial ownership in accordance with the SEC’s rules. Under such rules, “beneficial ownership” is deemed to include shares for which the individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire shares by exercise of options. Shares that may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options.” Unless otherwise indicated in the footnotes to this table, each shareholder named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by that shareholder. We have omitted percentages of less than 1% from the table (indicated by *). |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (2)    | This information as to the beneficial ownership of shares of our common stock is based on the Form 13D/A filed with the SEC by Sellers Capital Master Fund, Ltd., Sellers Capital LLC, and Mark A. Sellers on February 14, 2014. Each reporting person reports shared voting and dispositive power with respect to 15,430,179 of such shares. Mark A. Sellers is the managing member of Sellers Capital LLC, which is the investment manager to and general partner of Sellers Capital Master Fund, Ltd.  Mr. Sellers disclaimed beneficial ownership of shares of our common stock, except to the extent of his pecuniary interest therein.  The principal business office of Sellers Capital Master Fund, Ltd. is c/o M&C Corporate Services, Ugland House, South Church Street, P.O. Box 309 GT, George Town, Grand Cayman, Cayman Islands. The principal business office of Sellers Capital LLC and Mark A. Sellers is 200 S. Wacker Drive, Suite 3100, Chicago, Illinois 60606.                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| (3)    | This information as to the beneficial ownership of shares of our common stock is based on the Schedule 13D/A filed with the SEC by Greggory Schneider on October 24, 2012. The reporting person reports sole voting and dispositive power with respect to all of such shares. The principal business office of Greggory Schneider is 10445 Wilshire Blvd. #1806, Los Angeles, CA 90024. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| (4)    | The number shown does not include 21,539 restricted stock units granted to each of our non-employee directors (other than Mr. Sellers) on January 1, 2014. These units will vest and will be paid in shares of common stock on January 1, 2015.                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| (5)    | This number includes presently exercisable options to purchase 75,000 shares of common stock.                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| (6)    | The number shown includes presently exercisable options to purchase 333,334 shares of common stock.                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| (7)    | The number includes presently exercisable options of 150,000.                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                         |
| (8)    | Represents beneficial ownership of our common stock held by our current directors and executive officers as a group as of June 19, 2014.                                                                                                                                                                                                                                                     |

----

|   | · | the nature of the related person’s interest in the transaction; |
|--------|--------|-----------------------------------------------------------------------|

|   | · | the material terms of the transaction, including the amount and type of transaction; |
|--------|--------|--------------------------------------------------------------------------------------|

|   | · | the importance of the transaction to the related person and to the Company; |
|--------|--------|-----------------------------------------------------------------------------|

|   | · | whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | any other matters the Committee deems appropriate. |
|--------|--------|----------------------------------------------------|

|                    |   | Fiscal Year 2013 |    |   | Fiscal Year 2014 |   |
|-------------------------|--------|------------------|---------|--------|------------------|--------|
| Audit fees              |   | $                | 240,046 |   |             | $      | 220,000 |   |
| Audit-related fee       |   |             | 170,894 |   |             |   | --- |   |
| Tax fees                |   |             | ---     |   |             |   | --- |   |
| All other fees          |   |             | ---     |   |             |   | --- |   |
|    Total |   | $                | 410,940 |   |             | $      | 220,000 |   |

----

----

| Exhibit |                     | Filed    | Incorporated by Reference |
|---------|--------------------------|----------|---------------------------|
| No.     | Exhibit Description | Herewith | Form                      | Exhibit | Filing Date |
| 2.1    | Purchase Agreement                                                                                                                                                                                                     |   | 8-K       | 2.1       | 04-25-12 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|-----------|----------|
| 2.2    | Promissory Note                                                                                                                                                                                                        |   |  8-K |  2.2 | 04-25-12 |
| 3.1    | Articles of Incorporation (Commission File Number 000-24452)                                                                                                                                                                |   | 8-K       | 3.1       | 10-20-04 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 3.2    | Amendment to Articles of Incorporation                                                                                                                                                                                      |   | SB-2      | 3.2       | 01-05-06 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 3.3    | Second Amendment to Articles of Incorporation                                                                                                                                                                               |   | S-8       | 4.3       | 08-17-09 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 3.4    | Amended and Restated Bylaws, dated  October 18, 2012                                                                                                                                                              |   | 8-K       | 3.1       | 10-19-12 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 4.1    | Form of Common Stock Certificate (Commission File Number 000-24452)                                                                                                                                                         |   | 8-K/A     | 4.1       | 11-01-04 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.1   | Form of Exhibition Tour Agreement between the Company and Dr. Hong-Jin Sui and Dr. Shuyan Wang President of Dalian Hoffen Bio Technique Company Limited                                                           |   | 10-K      | 10.29     | 06-01-06 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.2   | Option Agreement, dated February 28, 2007, between the Company and Seaventures, Ltd.                                                                                                                                   |   | 8-K       | 99.2      | 03-02-07 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.3   | Purchase and Sale Agreement, dated February 28, 2007, between the Company and Seaventures, Ltd.                                                                                                                        |   | 8-K       | 99.1      | 03-02-07 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.4   | Memorandum Opinion and Order of the United States District Court of the Eastern District of Virginia, Norfolk Division, issued on October 16, 2007                                                                          |   | 8-K       | 99.2      | 10-30-07 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.5   | License Agreement, dated March 13, 2008, between the Company and Sports Immortals, Inc.                                                                                                                                     |   | 10-K      | 10.23     | 05-07-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.6   | Lease Agreement, dated March 12, 2008, between the Company and Ramparts, Inc.                                                                                                                                               |   | 10-K      | 10.24     | 05-07-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.7   | Premier Exhibitions/Live Nations Agreement, dated November 28, 2007, by and between the Company, Live Nation, Inc. and JAM Exhibitions, LLC                                                                            |   | 8-K       | 99.2      | 12-04-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.8   | First Amendment to Premier Exhibitions/Live Nation Agreement, dated November 29, 2008, by and among JAM Exhibitions, LLC, Soon To Be Named Corporation, as successor in interest to Live Nation, Inc., and the Company |   | 8-K       | 99.1      | 12-04-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.9   | Indemnification Agreement, dated December 17, 2008, between the Company and Douglas Banker                                                                                                                             |   | 8-K       | 99.1      | 12-19-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.10  | Indemnification Agreement, dated December 17, 2008, between the Company and N. Nick Cretan                                                                                                                             |   | 8-K       | 99.2      | 12-19-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.11  | Indemnification Agreement, dated December 17, 2008, between the Company and Alan Reed                                                                                                                                  |   | 8-K       | 99.3      | 12-19-08 |
|   |                                                                                                                                                                                                                        |   |      |      |     |
| 10.12  | Asset Purchase Agreement, dated December 29, 2008, between Premier Merchandising, LLC and Dreamer Media, LLC                                                                                                           |   | 8-K       | 99.1      | 01-05-09 |
|   |                                                                                                                                                                                                                        |   |      |      |     |

----

| Exhibit |                | Filed    | Incorporated by Reference |
|---------|---------------------|----------|---------------------------|
| No.     | Exhibit Description | Herewith | Form                      | Exhibit | Filing Date |

| 10.13  | Promissory Note, dated December 29, 2008, between Dreamer Media, LLC, as maker, and Premier Merchandising, LLC, as payee                                                                                             |   | 8-K    | 99.2         | 01-05-09 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|----------|
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.14# | Premier Exhibitions, Inc. 2000 Stock Option Plan and Form of Stock Option Agreement (Commission File Number 000-24452)                                                                                               |   | 8-K    | 10.1         | 10-20-04 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.15# | Premier Exhibitions, Inc. 2004 Stock Option Plan and Form of Stock Option Agreement (Commission File Number 000-24452)                                                                                               |   | 8-K    | 10.2         | 10-20-04 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.16# | Amended and Restated Premier Exhibitions, Inc. 2004 Stock Option Plan                                                                                                                                                |   | Proxy  | App. A       | 06-28-06 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.17# | Employment Agreement, effective as of January 28, 2009, between the Company and Christopher J. Davino                                                                                                                |   | 8-K    | 10.1         | 04-24-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.18# | Amended and Restated Premier Exhibitions, Inc. 2007 Restricted Stock Plan                                                                                                                                            |   | 8-K    | 10.1         | 04-29-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.19# | Form of 2009 Non-Employee Director Restricted Stock Unit Grant Notice Under the Amended and Restated Premier Exhibitions, Inc. 2007 Restricted Stock Plan                                                            |   | 8-K    | 10.2         | 04-29-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.20  | Amendment to Exhibitions Rights Agreement (Europe) and Premier Exhibitions / Live Nation Agreement, dated April 1, 2009, by and among S2BN, f/k/a Soon To Be Named Corporation, the Company and JAM Exhibitions, LLC |   | 10-K   | 10.41† | 05-27-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.21  | Convertible Note Purchase Agreement, dated May 6, 2009, by and between Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.                                                                               |   | 8-K    | 10.1         | 05-13-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.22  | Letter Agreement dated May 6, 2009, by and between Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.                                                                                                   |   | 8-K    | 10.2         | 05-13-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.23  | Form of Convertible Note issued by Premier Exhibitions, Inc. to Sellers Capital Master Fund, Ltd.                                                                                                                    |   | 8-K    | 10.3         | 05-13-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.24  | Form of Warrant issued by Premier Exhibitions, Inc. to Sellers Capital Master Fund, Ltd.                                                                                                                             |   | 8-K    | 10.4         | 05-13-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.25  | Form of Registration Rights Agreement by and between Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.                                                                                                 |   | 8-K    | 10.4         | 05-13-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.26# | Consulting Agreement, dated February 2, 2009, by and among Premier Exhibitions, Inc., Foxdale Management, LLC and Samuel S. Weiser                                                                                   |   | 10-Q   | 10.6         | 07-10-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |
| 10.27# | Premier Exhibitions, Inc. 2009 Equity Incentive Plan                                                                                                                                                                 |   | S-8    | 10.1         | 08-17-09 |
|   |                                                                                                                                                                                                                 |   |   |         |     |

----

| Exhibit |                | Filed    | Incorporated by Reference |
|---------|---------------------|----------|---------------------------|
| No.     | Exhibit Description | Herewith | Form                      | Exhibit | Filing Date |

| 10.28# | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Nonqualified Stock Option Agreement                                  |   | S-8    | 10.2   | 08-17-09 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----------|
|   |                                                                                                                              |   |   |   |     |
| 10.29# | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted Shares Agreement                                          |   | S-8    | 10.3   | 08-17-09 |
|   |                                                                                                                              |   |   |   |     |
| 10.30# | Employment Agreement, dated September 3, 2009, by and between the Company and Christopher J. Davino                               |   | 8-K    | 10.1   | 09-08-09 |
|   |                                                                                                                              |   |   |   |     |
| 10.31# | Nonqualified Stock Option Agreement, dated September 3, 2009, by and between the Company and Christopher J. Davino                |   | 8-K    | 10.2   | 09-08-09 |
|   |                                                                                                                              |   |   |   |     |
| 10.32# | Letter Agreement, entered into as of September 25, 2009, by and between the Company and S2BN Entertainment Corporation            |   | 8-K    | 10.1   | 10-01-09 |
| 10.33# | Employment Agreement, dated June 2009, by and between the Company and John A. Stone                                               |   | 10-Q   | 10.6   | 10.13.09 |
|   |                                                                                                                              |   |   |   |     |
| 10.34# | Restricted Shares Agreement, dated August 6, 2009, by and between the Company and John A. Stone                                   |   | 10-Q   | 10.7   | 10-13-09 |
|   |                                                                                                                              |   |   |   |     |
| 10.35# | Consulting Agreement, dated October 8, 2009, by and between the Company and Douglas Banker                                        |   | 10-Q   | 10.8   | 10-13-09 |
|   |                                                                                                                              |   |   |   |     |
| 10.36# | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Non-Employee Director Restricted Stock Unit Grant Notice             |   | 10-K   | 10.46  | 05-14-10 |
|   |                                                                                                                              |   |   |   |     |
| 10.37# | Employment Agreement, dated May 11, 2010, by and between the Company and Kris Hart                                                |   | 8-K    | 10.1   | 05-13-10 |
|   |                                                                                                                              |   |   |   |     |
| 10.38# | Amended Employment Agreement, dated May 11, 2010, by and between the Company and Robert A. Brandon                                |   | 8-K    | 10.2   | 05-13-10 |
|   |                                                                                                                              |   |   |   |     |
| 10.39  | Optical Services Agreement between RMS Titanic, Inc. and Woods Hole Oceanographic Institution, dated July 30, 2010                |   | 8-K    | 10.1   | 08-05-10 |
|   |                                                                                                                              |   |   |   |     |
| 10.40  | Charter Agreement between RMS Titanic, Inc. and Hays Ships Limited, dated August 19, 2010                                         |   | 8-K    | 10.1   | 08-25-10 |
|   |                                                                                                                              |   |   |   |     |
| 10.41# | Premier Exhibitions, Inc. Annual Incentive Plan                                                                                   |   | 8-K    | 10.1   | 11-23-10 |
|   |                                                                                                                              |   |   |   |     |
| 10.42# | Separation and Release Agreement, dated January 19, 2011, by and between Premier Exhibitions, Inc. and John A. Stone              |   | 8-K    | 10.1   | 01-25-11 |
|   |                                                                                                                              |   |   |   |     |
| 10.43  | Purchase Agreement dated October 31, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC            |   | 8-K    | 10.1   | 05-24-11 |
|   |                                                                                                                              |   |   |   |     |
| 10.44  | Registration Rights Agreement dated October 31, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC |   | 8-K    | 10.2   | 05-24-11 |
|   |                                                                                                                              |   |   |   |     |
| 10.45  | Form of Common Stock Purchase Warrant, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC                |   | 8-K    | 10.3   | 05-24-11 |

----

| Exhibit |                | Filed    | Incorporated by Reference |
|---------|---------------------|----------|---------------------------|
| No.     | Exhibit Description | Herewith | Form                      | Exhibit | Filing Date |

| 10.46  | Asset Purchase Agreement between Premier Exhibitions, Inc. Worldwide Licensing & Merchandising, Inc. and G. Michael Harris, dated October 17, 2001                                                              |   | 8-K    | 10.1   | 10-20-11 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----------|
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.47  | Assignment of and Second Amendment to Lease between Premier Exhibitions, Inc., George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC, and Worldwide Licensing & Merchandising, Inc. dated October 17, 2011 |   | 8-K    | 10-2   | 10-20-11 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.48  | Industrial Lease Agreement, Dated October 12, 2011, by and between Premier Exhibitions, Inc. and Selig Enterprises, Inc.                                                                                            |   | 10-Q/A | 10.1   | 12-09-11 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.49  | Consignment Agreement between Premier Exhibitions, Inc., RMS Titanic, Inc. and Guernsey’s, a Division of Barlan Enterprises, Ltd., dated December 20 2011                                                     |   | 8-K    | 10.1   | 12-23-11 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.50# | Employment Agreement, effective June 27, 2011, by and between the Company and Michael J. Little                                                                                                                     |   | 8-K    | 10.1   | 06-23-11 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.51# | Form of Nonqualified Stock Option Agreement between the Company and Michael J. Little                                                                                                                               |   | 8-K    | 10.2   | 06-23-11 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.52# | Employment Agreement, dated February 14, 2012, by and between the Company and Robert Brandon                                                                                                                        |   | 8-K    | 10.1   | 02-17-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.53# | Employment Agreement, effective June 29, 2012, by and between the Company and Samuel S. Weiser                                                                                                                      |   | 8-K    | 10.1   | 07-03-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.54# | Stock Appreciation Rights Agreement, by and between the Company and Samuel S. Weiser, dated June 29, 2012                                                                                                           |   | 8-K    | 10.2   | 07-03-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.55# | Restricted Stock Unit Agreement, by and between the Company and Samuel S. Weiser, dated June 29, 2012                                                                                                               |   | 8-K    | 10.3   | 07-03-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.56# | Employment Agreement, effective June 25, 2012, by and between the Arts and Exhibitions International, LLC and John Norman                                                                                           |   | 8-K    | 10.4   | 07-03-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.57# | Premier Exhibitions, Inc. 2009 Equity Incentive Plan, as amended                                                                                                                                                    |   | 14A    | 14A    | 06-28-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.58# | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Nonqualified Stock Option Agreement                                                                                                                    |   | 10-Q   | 10.2   | 10-15-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.59# | Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted Shares Agreement                                                                                                                            |   | 10-Q   | 10.3   | 10-15-12 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.60# | Form of 2012 Non-Employee Director Restricted Stock Unit Award Agreement Under the 2009 Premier Exhibitions, Inc. Equity Incentive Plan, as amended                                                                 |   | 10-Q   | 10.1   | 01-10-13 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.61  | First Modification Agreement of Exhibition Tour Agreement Ex 2006A between Premier Exhibitions, Inc. and Dalian Hoffen Biotechnique Co. Ltd. dated February 21, 2013                                                |   | 8-K    | 10.1   | 02-27-13 |
|   |                                                                                                                                                                                                                |   |   |   |     |
| 10.62  | Second Modification Agreement of Exhibition Tour Agreement Ex 2006B between Premier Exhibitions, Inc. and Dalian Hoffen Biotechnique Co. Ltd. dated February 21, 2013                                               |   | 8-K    | 10.2   | 02-27-13 |

----

| Exhibit |                | Filed    | Incorporated by Reference |
|---------|---------------------|----------|---------------------------|
| No.     | Exhibit Description | Herewith | Form                      | Exhibit | Filing Date |

|   |                                                                                                                                                                                                   |   |             |   |     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|--------|----------|
| 10.63# | First Amendment to Employment Agreement, effective June 12, 2013, by and between the Company and Samuel S. Weiser.                                                                                |   | 8-K              | 10.1   | 06-17-13 |
| 10.64# | First Amendment to Employment Agreement, effective June 12, 2013, by and between the Company and Michael J. Little.                                                                               |   | 8-K         | 10.2   | 06-17-13 |
| 10.65# | Form of Nonqualified Stock Option Agreement                                                                                                                                                            |   | 8-K         | 10.3   | 06-17-13 |
| 10.66  | Joint Production Agreement between Premier Merchandising, LLC and TSX Operating Company dated October 16, 2013                                                                                         |   | 8-K    | 10.1   | 10-22-13 |
| 10.67# | Form of 2014 Non-Employee Director Restricted Stock Unit Grant Notice Under the Premier Exhibitions, Inc. Equity Incentive Plan                                                                        |   | 8-K    | 10.2   | 11-20-13 |
| 10.68  | Third Amendment to Lease between Premier Exhibitions, Inc., George F. Eyde Orlando, LLC and Louis J. Eyde Orlando, LLC, and Worldwide Licensing & Merchandising, Inc. dated October 17, 2011  | X*     |             |   |     |
| 10.69  | Revenue Payment Agreement between AEG Live LLC and Premier Exhibition Management, LLC                                                                                                             |   | 8-K              | 10.1   | 04-23-14 |
| 10.70# | Separation Agreement and Release between Premier Exhibitions, Inc. and Samuel S. Weiser dated June 20, 2014                                                                                       |   | 8-K              | 10.1   | 06-26-14 |
| 14.1   | Premier Exhibitions, Inc. Code of Ethics                                                                                                                                                               |   | 10-K             | 14.1   | 05-14-10 |
|   |                                                                                                                                                                                                   |   |             |   |     |
| 21.1   | Subsidiaries of the Company                                                                                                                                                                            | X*     |             |   |     |
|   |                                                                                                                                                                                                   |   |             |   |     |
| 23.1   | Consent of Cherry Bekaert LLP                                                                                                                                                                          | X*     |             |   |     |
|   |                                                                                                                                                                                                   |   |             |   |     |
| 31.1   | Certification of President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 | X      |             |   |     |
| 31.2   | Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                    | X      |             |   |     |

| 32.1 | Certification of President and Chief Executive Officer, and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                       | X      |   |   |     |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|----------|
| 99.1 | Audited carve-out financial statements of Arts and Exhibition, International as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010 and the accompanying notes thereto  |   | 8-K/A  | 99.1   | 05-23-13 |
| 99.2 | Unaudited proforma condensed combined financial statements as of February 29, 2012 and for the year ended February 29, 2012 and the accompanying Notes thereto                                            | X*     | 8-K/A  | 99.2   | 05-23-13 |

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| Exhibit |                | Filed    | Incorporated by Reference |
|---------|---------------------|----------|---------------------------|
| No.     | Exhibit Description | Herewith | Form                      | Exhibit | Filing Date |

| 101.INS | XBRL Instance Document                        | X*     |   |   |   |
|---------|-----------------------------------------------|--------|--------|--------|--------|
|    |                                          |   |   |   |   |
| 101.SCH | XBRL Taxonomy Extension Schema                | X*     |   |   |   |
|    |                                          |   |   |   |   |
| 101.CAL | XBRL Extension Calculation Linkbase           | X*     |   |   |   |
|    |                                          |   |   |   |   |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase   | X*     |   |   |   |
|    |                                          |   |   |   |   |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase        | X*     |   |   |   |
|    |                                          |   |   |   |   |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X*     |   |   |   |

| #       | Management contract or compensatory plan or arrangement.                                                                                                                                                                                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| † | The Company has requested confidential treatment of certain information contained in this Exhibit.  Such information has been filed separately with the Securities and Exchange Commission pursuant to an application by the Company for confidential treatment under 17 C.F.R. §200.80(b)(4) and §240.24b-2.  |
| *       | Schedules to this exhibit omitted pursuant to Item 601 (b)(2) Regulation S-K.  The Company agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request.                                                                                                                     |
| X*      | Filed with the original 10-K.                                                                                                                                                                                                                                                                                                           |

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