8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2015

__________

Premier Exhibitions, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida	000-24452	20-1424922
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia	30326
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 842-2600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introduction.

This Current Report on Form 8-K (this “Current Report”) is being filed in connection with the completion on November 1, 2015 (the “Closing”) of the previously announced proposed business combination contemplated by the Merger Agreement entered into as of April 2, 2015 (the “Merger Agreement”), by and among Premier Exhibitions, Inc., a Florida corporation (the “Company”), Dinoking Tech Inc., a company existing under the laws of the Province of British Columbia (“Dinoking”), 1032403 B.C. Ltd., a company existing under the laws of the Province of British Columbia and wholly-owned subsidiary of the Company (“Exchangeco”), and Mr. Daoping Bao and Ms. Nancy Brenner, the shareholders of Dinoking (the “Dinoking Shareholders”) (as described in the Merger Agreement, the “Merger” or the “Transaction”).

Pursuant to the Merger Agreement, at the Closing the Company acquired all of the outstanding shares of Dinoking for total consideration of 1,434,720 shares of Exchangeco (“Exchangeable Shares”). The Exchangeable Shares are exchangeable for an aggregate of 1,434,720 shares of common stock of the Company pursuant to the terms of such shares and that certain Support Agreement entered into between the Company and Exchangeco at the Closing.  The Company has also issued to each of the Dinoking shareholders one share of a separate class of stock of the Company that provides for voting rights in the Company equal to the number of Exchangeable Shares held by such Dinoking shareholder (“Special Voting Shares”).

The Company has also agreed to future contingent payments to the Dinoking shareholders of up to an aggregate of approximately $8.6 million (the “Future Contingent Payments”) payable in either cash or shares of common stock of the Company upon the satisfaction of certain events by Dinoking or the execution by Dinoking of specified exhibition and joint venture agreements with third parties meeting the requirements set forth in that certain Success Payment Agreement, dated April 2, 2015, by and among the Company, Mr. Bao and Ms. Brenner, filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.2 (the “Success Payment Agreement”) to the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2015 (the “Initial Form 8-K”).

Following the Closing and the conversion of the Note (as hereinafter defined) into shares of the Company’s common stock, but prior to any Future Contingent Payments, Mr. Bao and Ms. Brenner together with the lenders under the Note described below (the “DK Group”) own approximately 47% of the voting power of the Company.

The description of the Transaction contained in this Introduction does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 to the Initial Form 8-K, and other exhibits to the Initial Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

Corporate Governance Agreement

At the Closing, the Company, Mr. Daoping Bao and Ms. Nancy Brenner, entered into that certain Corporate Governance Agreement, pursuant to which the DK Group had the right as of the Closing to appoint up to four members of the Company’s board of directors, which was then required to be composed of seven members. If their ownership in the Company falls to between 10% and 30% of the shares of the Company, then the DK Group will have the right to appoint up to 30% of the members of the board of directors. If the DK Group holds in the aggregate less than 10% of the shares of the Company, then they will no longer be entitled to appoint members of the Company’s board of directors. These board appointment provisions also apply to each subsidiary of the Company. The Corporate Governance Agreement also required the Company’s board of directors to appoint Mr. Bao as the Executive Chairman of the Board and President of the Company, and each subsidiary of the Company, as of the Closing. The Corporate Governance Agreement also required the Company to enter into indemnification agreements and obtain directors’ and officers’ liability insurance coverage for Mr. Bao and each of the DK Group’s board appointees.

Support Agreement

The Company and Exchangeco also entered at the Closing into that certain Support Agreement, which sets forth terms related to the Exchangeable Shares and contains certain covenants governing the relationship between the Company and Exchangeco so long as Exchangeable Shares are outstanding.

Among other things, pursuant to the Support Agreement, the Company will not, without the prior approval of Exchangeco and the holders of the Exchangeable Shares, take certain actions unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of, the holders of Exchangeable Shares. Such actions include (i) issuing or distributing shares of the Company’s common stock to holders of the common stock by way of stock dividend or other distribution; (ii) issuing or distributing rights, options, warrants, or property to holders of the Company’s common stock entitling them to subscribe for or to purchase shares of the Company’s common stock; (iii) issuing or distributing to holders of the Company’s common stock shares or securities of the Company of any other class of capital stock of the Company or any rights, options, or warrants to purchase the same, evidences of indebtedness of the Company, or assets of the Company; (iv) subdividing, redividing, or changing the then outstanding shares of the Company’s common stock into a greater number of shares; (v) reducing, combining, or consolidating or changing the then outstanding shares of the Company’s common stock into a lesser number of shares; or (vi) reclassifying or otherwise changing the shares of the Company’s common stock or effecting an amalgamation, merger, reorganization, or other transaction affecting the Company’s common stock.

Registration Rights Agreement

In addition, at the Closing, the Company, Mr. Bao and Ms. Brenner entered into that certain Registration Rights Agreement, pursuant to which the Company is required to register with the SEC the shares of common stock of the Company held by Mr. Bao and Ms. Brenner and their permitted assigns upon demand at any time after the Closing. The parties will be required to provide customary mutual indemnities in connection with such registration.

The description of the Corporate Governance Agreement, Support Agreement and Registration Rights Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report and hereby incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction above is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the Introduction above is incorporated herein by reference.

As previously disclosed in the Initial Form 8-K, in connection with the execution of the Merger Agreement, on April 2, 2015, the Company issued an Amended and Restated Secured Promissory Note and Guarantee (the “Note”) to Mr. Daoping Bao, as agent for the lenders listed therein, in the aggregate principal amount of $13,500,000.  The principal amount of the Note plus all accrued and unpaid interest automatically converted into 3,013,398 shares of common stock of the Company, at a conversion price of $4.48 per share, on October 30, 2015, the first business day after the Company’s shareholders have approved such conversion at the Special Meeting (as defined below).

The shares of common stock of the Company issuable upon exchange of the Exchangeable Shares issued in the Transaction, the Special Voting Shares, and the shares of common stock of the Company issued upon conversion of the Note were issued, as applicable, in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth above and in Item 5.03 below relating to the Special Voting Shares and the Fourth Amendment to the Company’s Articles of Incorporation is incorporated herein by reference.  

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

For accounting purposes, the Transaction is treated as a “reverse acquisition” and, as such, the historical financial statements of the accounting acquirer, Dinoking, will become the historical financial statements of the Company.

The financial statements of Dinoking as of and for the years ended December 31, 2014 and 2013 were audited by MNP LLP (“MNP”) and the financial statements for the Company for the years ended February 28, 2015 and February 28, 2014 were audited by Cherry Bekaert LLP (“Cherry Bekaert”). In a reverse acquisition, a change of accountants is presumed to have occurred unless the same accountant audited the pre-transaction financial statements of both the legal acquirer and the accounting acquirer, and such change is generally presumed to occur on the date the reverse acquisition is completed.

On November 2, 2015, upon consummation of the Transaction, the audit committee of the Company’s board of directors dismissed MNP as an independent registered public accountant and approved the engagement of Cherry Bekaert (the Company’s independent registered public accountant) as a new independent registered public accountant for the post-transaction combined Company, such engagement to be effective immediately.

The report of MNP on the financial statements of Dinoking for the fiscal years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

Additionally, during Dinoking’s two most recent fiscal years and the subsequent interim period through November 1 2015, there were no: (i) disagreements with MNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which, if not resolved to the satisfaction of MNP, would have caused MNP to make reference to the matter in their report, or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided MNP with a copy of the disclosures contained in this Item 4.01 and requested MNP to furnish it with a letter addressed to the SEC stating whether it agrees with the those disclosures. The requested letter has been furnished and is filed herewith as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm

As noted above in Item 4.01(a), on November 2, 2015, the audit committee of the Company’s board of directors determined that Cherry Bekaert will serve as the independent registered public accounting firm for the Company. During the fiscal years ended December 31, 2014 and 2013 and the subsequent interim period through November 1, 2015, neither Dinoking nor anyone acting on Dinoking’s behalf consulted with Cherry Bekaert in regard to Dinoking’s financial statements, which were audited by MNP, with respect to: (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on Dinoking’s financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K. Additionally, during the fiscal years ended December 31, 2014 and 2013 and the subsequent interim period through November 1 2015, no written report or oral advice was provided to Dinoking by Cherry Bekaert that was an important factor considered by Dinoking in reaching a decision as to any accounting, auditing or financial reporting issue.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introduction, Items 1.01 and 3.02 above and Items 5.02 and 5.03 below is incorporated herein by reference.  

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

Effective as of the Closing, the Company’s board of directors increased the size of the board to seven directors and, pursuant to the Corporate Governance Agreement, appointed Messrs. Daoping Bao, Michael Evans, Sid Dutchak and Mingcheng Tao as directors of the Company. Messrs. Douglas Banker, Rick Kraniak and Mark A. Sellers continue to serve as directors of the Company.

Effective as of the Closing, the committees of the Company’s board of directors were constituted as follows: (a) Audit Committee: Messrs. Evans (Chair), Dutchak and Kraniak; (b) Compensation Committee: Messrs. Kraniak (Chair), and Banker; and Corporate Governance and Nominating Committee: Messrs. Banker (Chair), and Sellers. The board of directors anticipates adding additional members to the Compensation Committee and the Corporate Governance and Nominating Committee at a later date. The Company’s board of directors has determined that all committee members are independent for the purposes of serving on the board and the committees on which they serve under the SEC’s rules and the listing standards of the NASDAQ and that Mr. Evans qualifies as an audit committee financial expert.

Although no decision has been made as to the compensation of the new directors, it is anticipated that Messrs. Evans, Dutchak and Tao will receive standard non-employee director compensation, as described in the Company’s definitive proxy statement filed with the SEC on September 16, 2015. As an executive officer of the Company, Mr. Bao will not receive additional compensation as a director. Except as described in this Current Report, none of the new directors was selected as a director pursuant to any arrangement or understanding with any other person and neither of them has any other reportable transactions under Item 404(a) of Regulation S-K.

Officers

Pursuant to the Corporate Governance Agreement, effective as of the Closing, Michael J. Little resigned as Interim President and Chief Executive Officer of the Company, and the Company’s board of directors appointed Mr. Bao as the Executive Chairman of Board, President and Chief Executive Officer of the Company.

Daoping Bao, age 55, brings over 20 years of creative entrepreneurial experience to his work, with significant success in museum exhibit design, filmmaking, manufacturing, business development, and capital fundraising. Mr. Bao has served as Chief Executive Officer of Dinoking for more than the last seven years, during which time Dinoking has primarily been engaged in the rental of animatronic dinosaurs, fossils and skeletons to indoor and outdoor exhibitions, primarily in Canada and the United States of America. Mr. Bao has worked throughout North America and Asia on diverse projects and business ventures. His innovative vision spans joint ventures and fossil exchanges, infrastructure and gaming projects, museum exhibit design, manufacturing facilities, gaming development and attractions development. Mr. Bao founded the leading animatronic manufacturing facility in Zigong, China as well as founded Dinoking Tech Inc., d/b/a Dinosaurs Unearthed, in 2006, in Canada. Both businesses are experiencing continued growth and expansion – a CCTV documentary on these businesses aired in China in July 2014. Mr. Bao is the creative visionary behind each of the exhibitions and expanding product lines. Prior to Dinosaurs Unearthed, Mr. Bao founded an international trading company, a merchant bank and an investment company that handled over $200 million in development transactions with Asia. Mr. Bao has also created successful businesses in the areas of film production, entertainment and the arts with an extensive network established in China. Mr. Bao also founded Paystone Technologies Corp., one of the first real-time online payment solution providers. Mr. Bao is a graduate of the Emily Carr University of Art and Design in Vancouver, with a major in Film and Video.

The board believes Mr. Bao’s vision and financial discipline along with his broad range of leadership and the ability to build successful businesses make him well-suited to serve as the Executive Chairman of the Board, President and Chief Executive Officer of the Company.

At the Closing, pursuant to the Merger Agreement, Mr. Bao received 1,271,994 Exchangeable Shares that are exchangeable for 1,271,994 shares of the Company’s common stock and may also receive either cash or additional shares of the Company’s common stock in connection with Future Contingent Payments.  In addition, as noted above, Mr. Bao acts as agent for the lenders under the Note, which on October 30, 2015 converted into shares of the Company’s common stock.  Mr. Bao is not one of the lenders under the Convertible Note.

Following the Closing and the conversion of the Note into shares of the Company’s common stock, but prior to any Future Contingent Payments, Mr. Bao is part of the DK Group that owns approximately 47% of the voting power of the Company.

Although no decision has been made as to Mr. Bao’s compensation package, it is expected that he will receive compensation in line with compensation payable to other similar executives in other similar stage companies within industries comparable to the Company.

Mr. Little continues as Chief Financial Officer and Chief Operating Officer of the Company.

Indemnification Agreements

Pursuant to indemnification agreements entered into by the Company with each director and executive officer of the Company (each, an “Indemnitee”) as of the Closing, the Company will, under the circumstances and to the extent provided for in the indemnification agreement, indemnify, and advance certain expenses to, the Indemnitee to the fullest extent permitted by applicable law. This summary of the form of indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.4 to this Current Report and is hereby incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Articles of Incorporation

On October 29, 2015, following shareholder approval at the Special Meeting as described below, pursuant to the Merger Agreement, the Company amended its Articles of Incorporation to create two new classes of Special Voting Shares designated as Class 1 Special Voting Stock (the “Class 1 Stock”) and Class 2 Special Voting Stock (the “Class 2 Stock”). A single share of Class 1 Stock and a single share of Class 2 Stock are authorized and outstanding. The share of Class 1 Stock and the share of Class 2 Stock are entitled to a number of votes with respect to any matter properly submitted to a vote of the Company’s shareholders equal to the number of Exchangeable Shares held by the holder of such share at the time of such vote, and except as otherwise required by law, the holders of the Company’s common stock and the holders of the Class 1 Stock and Class 2 Stock will vote together as a single class with the holders of the Company’s common stock on all matters properly submitted to a vote of the holders of the Company’s common stock, including the election of directors. The Class 1 Stock and the Class 2 Stock are identical; the Class 1 Stock has been issued to one Dinoking Shareholder, and the Class 2 Stock has been issued to another Dinoking Shareholder.

In the event of any liquidation, dissolution, or winding up of the Company, the holders of the Class 1 Stock and Class 2 Stock will not be entitled to receive any assets of the Company available for distribution to the Company’s shareholders. The share of the Class 1 Stock and the share of the Class 2 Stock will not be entitled to receive dividends and will not be redeemable. In addition, such shares cannot be converted into, or exchanged for, shares of any other series or class of capital stock of the Company. At such time as the Class 1 Stock or the Class 2 Stock has no votes attached to it because there are no Exchangeable Shares held by the holder of such stock, the share of Class 1 Stock or Class 2 Stock, as applicable, will be cancelled.

This description of the amendment to the Articles of Incorporation of the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment to the Articles of Incorporation of the Company, which is attached as Exhibit 3.1 to this Current Report and is hereby incorporated herein by reference.

Change in Fiscal Year

Pursuant to the approval of the Company’s board of directors, as of the Closing, the Company changed its fiscal year end from the end of February to December 31, which is the fiscal year of Dinoking. The Transaction is being accounted for as a reverse acquisition, with Dinoking regarded as the accounting acquirer. Commencing with the periodic report for the quarter ended September 30, 2015, the Company intends to file annual and quarterly reports based on the December 31 fiscal year end of Dinoking. In reliance on Section III.F of the SEC’s Division of Corporate Finance: Frequently Requested Accounting and Financial Reporting Interpretations and Guidance dated March 31, 2001, the Company does not intend to file a transition report but, as noted in Item 9.01 below, this Current Report will be amended to provide required financial information within the time period specified in the instructions to Item 9.01 of Form 8-K.

Forward Looking Statements

Portions of this Current Report constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995, as amended. Additional information about risk factors that could lead to material changes in the Company’s performance is contained in the Company’s filings with the SEC and may be accessed at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

Financial Statement of Businesses Acquired

The financial statements of Dinoking are incorporated by reference to the Company’s definitive proxy statement filed with the SEC on September 16, 2015.

Pro Forma Financial Information

The pro forma financial statements are incorporated by reference to the Company’s definitive proxy statement filed with the SEC on September 16, 2015.

Additional financial statements and pro forma financial statements will be filed by an amendment to this report within the time period specified in the instructions to Item 9.01 of Form 8-K.

Exhibits

Exhibit No.	Description
3.1	Fourth Amendment to the Company’s Articles of Incorporation.
10.1	Corporate Governance Agreement, dated as of November 1, 2015, by and among Premier Exhibitions, Inc., Mr. Daoping Bao and Ms. Nancy Brenner.
10.2	Support Agreement, dated as of November 1, 2015, by and between Premier Exhibitions, Inc. and 1032403 B.C. Ltd.
10.3	Registration Rights Agreement, dated as of November 1, 2015, by and among Premier Exhibitions, Inc., Mr. Daoping Bao and Ms. Nancy Brenner.
10.4	Form of Indemnification Agreement, a form of which is included as Exhibit A to the Corporate Governance Agreement and is incorporated herein by reference.
16.1	Letter from MNP LLP to the SEC.
23.1	Consent of MNP LLP, Independent Public Registered Accounting Firm of Dinoking Tech Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Premier Exhibitions, Inc.
	By:	/s/ Michael J. Little
		Michael J. Little
		Chief Financial Officer and Chief Operating Officer
Date: November 4, 2015

EX-3.1

EXHIBIT 3.1 

FOURTH ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

PREMIER EXHIBITIONS, INC.

Florida Document No.: P04000111036

The undersigned, for the purpose of amending the Articles of Incorporation filed by PREMIER EXHIBITIONS, INC. (the “Corporation”), pursuant to Section 607.1006 of the Florida Business Corporation Act (the “Act”), hereby adopts the following amendment to its Articles of Incorporation:

AMENDMENT ADOPTED

Article V of the Articles of Incorporation, as filed with the Secretary of State of the Florida Division of Corporations on July 28, 2004 and as amended on September 1, 2005, August 6, 2009 and February 27, 2015, is hereby deleted in its entirety and replaced with the following (the “Amendment”):

ARTICLE V
AUTHORIZED SHARES

The aggregate number of shares which the Corporation shall have the authority to issue shall be SIXTY-FIVE MILLION AND TWO (65,000,002) shares of stock, divided into the following three classes: (i) SIXTY-FIVE MILLION (65,000,000) shares shall be voting common stock with $.0001 par value per share (the “Common Stock”); (ii) ONE (1) share shall be Class 1 Special Voting Stock, $0.0001 par value per share (the “Class 1 Special Voting Stock”); and (iii) ONE (1) share shall be Class 2 Special Voting Stock, $0.0001 par value per share (the “Class 2 Special Voting Stock”).

The preferences, limitations and relative rights of the Common Stock are the following:

COMMON STOCK

Section 1.Voting. The holders of the Common Stock are entitled to one vote for each share held at all meetings of shareholders (and written actions in lieu of meetings). There shall be no cumulative voting.

Section 2.Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the board of directors of the Corporation.

Section 3.Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, the holders of Common Stock shall be entitled to receive all of the assets of the Corporation available for distribution to shareholders, on a pro rata basis in accordance with the number of shares of Common Stock held by each shareholder.

The preferences, limitations and relative rights of the Class 1 Special Voting Stock are exclusively the following:

CLASS 1 SPECIAL VOTING STOCK

Section 1.Designation, Amount and Par Value. The Class 1 Special Voting Stock shall be designated as Class 1 Special Voting Stock and the number of shares so designated shall be one (1). The shares of Class 1 Special Voting Stock shall have a par value of $0.0001 per share.

Section 2. Dividends. The holder of record of the share of the Class 1 Special Voting Stock shall not be entitled to receive any dividends declared and paid by the Corporation.

Section 3.Voting Rights.

(a)The holder of record of the share of the Class 1 Special Voting Stock, except as otherwise required under applicable law or as set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the shareholders of the Corporation.

(b)With respect to all meetings of the shareholders of the Corporation at which the holders of the Corporation’s common stock, par value $0.0001 per share, are entitled to vote (each, a “Shareholder Meeting”) and with respect to any written consents sought by the Corporation from the holders of such common stock (each, a “Shareholder Consent”), the holder of the share of the Class 1 Special Voting Stock shall vote together with the holders of such common stock and the holders of Class 2 Special Voting Stock, all as a single class (except as otherwise required under applicable law), and the holder of the issued Class 1 Special Voting Stock shall be entitled to cast on such matter a number of votes equal to the number of Exchangeable Shares (the “Exchangeable Shares”) of 1032403 B.C. Ltd. a British Columbia corporation (the “Exchangeco”), outstanding as of the record date for determining shareholders entitled to vote at such Shareholder Meeting or in connection with the applicable Shareholder Consent that are owned by the holder of the Class 1 Special Voting Stock.

Section 4.Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holder of record of the share of the Class 1 Special Voting Stock shall not be entitled to receive any assets of the Corporation available for distribution to its shareholders.

Section 5.Other Provisions.

(a)The holder of record of the Class 1 Special Voting Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Corporation.

(b)At such time as the share of the Class 1 Special Voting Stock has no votes attached to it, the Class 1 Special Voting Stock shall be automatically cancelled.

The preferences, limitations and relative rights of the Class 2 Special Voting Stock are exclusively the following:

CLASS 2 SPECIAL VOTING STOCK

Section 1.Designation, Amount and Par Value. The Class 2 Special Voting Stock shall be designated as Class 2 Special Voting Stock and the number of shares so designated shall be one (1). The shares of Class 2 Special Voting Stock shall have a par value of $0.0001 per share.

Section 2.Dividends. The holder of record of the share of the Class 2 Special Voting Stock shall not be entitled to receive any dividends declared and paid by the Corporation.

Section 3.Voting Rights.

(a)The holder of record of the share of the Class 2 Special Voting Stock, except as otherwise required under applicable law or as set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the shareholders of the Corporation.

(b)With respect to all meetings of the shareholders of the Corporation at which the holders of the Corporation’s common stock, par value $0.0001 per share, are entitled to vote (each, a “Shareholder Meeting”) and with respect to any written consents sought by the Corporation from the holders of such common stock (each, a “Shareholder Consent”), the holder of the share of the Class 2 Special Voting Stock shall vote together with the holders of such common stock, and the holders of the Class 1 Special Voting Stock, all as a single class (except as otherwise required under applicable law), and the holder of the issued Class 2 Special Voting Stock shall be entitled to cast on such matter a number of votes equal to the number of Exchangeable Shares (the “Exchangeable Shares”) of 1032403 B.C. Ltd. a British Columbia corporation (the “Exchangeco”), outstanding as of the record date for determining shareholders entitled to vote at such Shareholder Meeting or in connection with the applicable Shareholder Consent that are owned by the holder of the Class 2 Special Voting Stock.

Section 4.Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holder of record of the share of the Class 2 Special Voting Stock shall not be entitled to receive any assets of the Corporation available for distribution to its shareholders.

Section 5.Other Provisions.

(a)The holder of record of the Class 2 Special Voting Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Corporation.

(b)At such time as the share of the Class 2 Special Voting Stock has no votes attached to it, the Class 2 Special Voting Stock shall be automatically cancelled.

ADOPTION DATE OF AMENDMENT

The Amendment was adopted by the Board of Directors of the Corporation by resolution at a meeting duly called and held on April 2, 2015. The holders of the Corporation’s Common Stock are the only voting group entitled to vote on the Amendment. The Amendment was adopted by the shareholders at a meeting duly called and held on October 29, 2015. The number of votes cast for the amendment by the shareholders was sufficient for approval.

CLASS OF STOCK ENTITLED TO VOTE ON AMENDMENT

The Common Stock is the only class of stock of the Corporation the holders of which are entitled to vote on the Amendment.

EFFECTIVE DATE OF AMENDMENT

The Amendment shall become effective on the close of business on the date the Amendment is filed with the Secretary of State of the Florida Division of Corporations.

IN WITNESS WHEREOF, the undersigned signed this Amendment this October 29th, 2015.

PREMIER EXHIBITIONS, INC.
By:	/s/ Michael J. Little
Name:	Michael J. Little
Title:	President, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

EX-10.1

EXHIBIT 10.1

CORPORATE GOVERNANCE AGREEMENT

CORPORATE GOVERNANCE AGREEMENT, dated as of November 1, 2015 (this “Agreement”), by and among PREMIER EXHIBITIONS, INC. (“Premier”), DAOPING BAO (“Bao”) and NANCY BRENNER (“Brenner”, together with Bao and those persons who become shareholders of Premier as a result of the conversion of the Amended and Restated Promissory Note of Premier dated April 2, 2015 and their Permitted Transferees, the “DK Group”).

WHEREAS in connection with the transactions pursuant to the merger agreement entered into among, inter alia, Premier, Bao and Brenner on April 2, 2015 (the “Merger Agreement”), Premier and the DK Group desire to enter into this Agreement setting forth certain rights and obligations with respect to the nomination of directors to the Board of Directors of Premier (the “Board”) and board of directors of Premier Subsidiaries, appointment of the Executive Chairman of the Board and Chief Executive Officer of Premier and similar positions at Premier Subsidiaries at other related matters.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.0Definitions

All capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement, other than as the following terms that shall have the meanings ascribed to them below:

“Affiliate” means, with respect to a specified Person, any Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Board” has the meaning ascribed to that term in the Recital above.

“Bylaws” means the Amended and Restated Bylaws of Premier, as in effect on the date hereof, as may be amended from time to time.

“Exchangeable Shares” means the non-voting exchangeable shares in the capital of 1032403 B.C. Ltd. held by Bao and Brenner from time to time.

“Merger Agreement” has the meaning ascribed to that term in the Recital above.

“Permitted Transferee” shall mean, with respect to any Former DK Shareholder, (i) a Former DK Shareholder’s Affiliate, and (ii) a trust of which such DK Group is a trustee or is a beneficiary.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Premier Merger Shares” means the two separate classes of shares of Premier one class to be issued to Bao and one class to Brenner on the Effective Date each class having attached thereto voting rights equivalent to the number of Premier Shares into which the Exchangeable Shares held by each of Bao and Brenner (from time to time) are exchangeable (from time to time).

“Premier Shares” means the shares of common stock with a par value of $0.0001 of Premier.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

2.0Board Number; Board Nomination

2.1The Board is currently composed of seven members.

2.2The DK Group shall have the right (but not the obligation) to nominate:

2.2.1 so long as the Board consists of seven members, up to four directors to the Board;

2.2.2if the Board consists of more or less than seven members, such lesser or higher number as will be equal to at least 47% of the number of directors at any particular time (the “Nominees”) for appointment to the Board; and

2.2.3if the DK Group has a combination or rights to direct the votes attached to Premier Merger Shares and the Premier Shares, representing in the aggregate between 30% and 10% of all of the voting rights with respect to the election of directors of Premier attached to the Premier Merger Shares and the Premier Shares, Nominees representing up to 30% of the Nominees for appointment to the Board.

2.3If the DK Group has a combination of rights to direct the votes of the Premier Merger Shares and Premier Shares representing in the aggregate less than 10% of the aggregate voting rights with respect to the election of directors of Premier it shall no longer be entitled to present Nominees for appointment to the Board.

2.4If the DK Group provide notice to the Board of Directors of Premier prior to the closing of the Merger setting out the proposed Nominees to be appointed on the date of closing of the Merger, the Board of Directors of Premier, consistent with Section 2.2, shall appoint such Nominees to the Board effective as of the Effective Date of the Merger.

2.5Premier shall include, and shall use its best efforts to cause the Board, whether acting through the Corporate Governance and Nominating Committee of the Board (“Committee”) or otherwise, to include those nominees of the DK Group the (“DK Group Nominees”) on the slate of nominees recommended to shareholders of Premier (the “Shareholders”) for election as a directors at any annual or special meeting of the Shareholders at or by which directors of Premier are to be elected (or, if permitted, by written consent of the Shareholders).

2.6In the event that the Former DK Group has named less than four DK Group Nominees, then the DK Group shall have the right, at any time, to name such additional nominees up to a maximum of four, subject to Section 2.2.

2.7Vacancies arising through the death, resignation of any DK Group’s’ Nominee may only be filled by the Board with an individual named by the DK Group and to which the Committee has agreed.

2.8Premier shall use its best efforts to ensure that at all times the Board of Premier shall include up to four DK Group’s Nominees or such other number as provided herein, subject to Section 2.2. Each DK Group Nominee shall be considered the nominees recommend for election for the purpose of proxy solicitations by Premier, and Premier shall solicit proxies for each of such nominees to the same extent it does for any other nominees of Premier.

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2.9Notwithstanding the provisions of this Section 2.0, Premier shall not be required to comply with the obligations of Section 2.1 if the Committee determines that any such person named as a potential DK Group’s Nominee is not qualified under any applicable law, rule or regulation to serve as a director of Premier. The Committee shall provide to the DK Group written notice of its determination together with the grounds for such determination. In such an event, the DK Group shall be entitled to select another individual as a replacement nominee and Premier shall use its best efforts to cause such replacement nominee to be nominated as the DK Group Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Shareholders) at which the initial nominee was to be nominated. Other than with respect to the review of the Committee, Premier shall not have the right to object to any DK Group’s Nominee.

2.10Premier shall notify the DK Group in writing at least 60 days prior to the date on which proxy materials are expected to be mailed by Premier in connection with an annual or special meeting of the Shareholders at which directors are to be elected. Premier shall provide the DK Group with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the DK Group’ Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with Premier. Premier shall notify the DK Group of any opposition from the Committee to the nomination of a DK Group Nominee sufficiently in advance of the date on which such proxy materials are to be mailed by so as to enable the DK Group to propose a replacement nominee.

2.11The DK Group shall have the right, exercisable by delivering written notice to the Board, to designate a non-voting observer to attend any meetings of the Board (or committees thereof); provided, however, that the chairperson of such meeting shall have the right to cause any non-voting observer to leave any such meeting of the Board (or committee thereof) for such period as the chairperson of such meeting may specify. Notice of meetings of the Board (or committees thereof) shall be furnished to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board are furnished to directors in accordance with the bylaws.

2.12Upon termination of this Agreement, the DK Group shall, at the request of the Board, use its best efforts to cause the applicable DK Group Nominee to resign from the Board.

2.13Subject to applicable legal requirements, the Bylaws and the Articles of Incorporation shall not be amended or replaced so that performance by Premier of this Agreement is negatively impacted.

3.0Chairman of the board

3.1The Board shall elect Bao as the executive chairman of the Board effective at the Effective Date .

4.0President and chief executive officer

4.1The Board shall appoint Bao as the president of Premier, who shall be the chief executive officer of Premier (and may also be given such title of office) effective at the Effective Date . The Board and Bao shall co-operate in good faith to enter into an employment agreement in respect of this position.

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5.0Subsidiary

5.1All provisions in Section 2.0 excepting only the approval of the Committee for any nominee put forward by the DK Group, shall apply, mutatis mutandis, to each Premier Subsidiary as directed in writing by the DK Group to Premier from time to time, such that the composition of the board of directors of those Premier Subsidiaries shall reflect the same pro rata composition as the Board provided in Section 2.0.

5.2The board of directors of each Premier Subsidiary composed in accordance with Section 5.1 shall, upon written notice by the DK Group, elect Bao as the executive chairman of such board(s) of directors, and such board shall appoint Bao as the president and chief executive officer (if he is also given such title of office).

6.0insurance; indemnification

6.1During all periods that any of the DK Group’s Nominees or Bao (collectively, the “Insured Parties”) serve Premier or any Premier Subsidiary, Premier shall purchase and maintain directors’ and officers’ insurance with reputable insurance companies, and at coverage levels, customary for companies comparable in size and having a similar business risk profile as the Premier (the “Insurance”). Premier shall maintain the Insurance for a period of not less than six years from the date of the last Insured Party’s resignation or removal.

6.2Promptly after the Effective Date , Premier shall enter into an indemnification agreement (an “Indemnification Agreement”), substantially in the form and content of Exhibit “A” hereto, with each Insured Party.

6.3For as long as any of the Insured Parties holds office as director or officer of Premier or any Premier Subsidiary, Premier and each such Premier Subsidiary shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any of the Insured Parties, including those rights contained herein, in the Indemnification Agreements and in the respective charter documents of Premier and any Premier Subsidiary, without express consent from the DK Group.

7.0Miscellaneous

7.1Effective Date

This Agreement shall become effective upon the Effective Date.

7.2Governing Law

This Agreement and the rights and obligations of the parties hereto and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the choice of law principles thereof.

7.3Enforcement

Each of the parties hereto agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies, however, shall be cumulative and not exclusive, and shall be in addition to any other remedy which any party hereto may have.

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7.4Jurisdiction

In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties hereto unconditionally accepts the non-exclusive jurisdiction and venue of any state or federal court located in the State of Florida and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, each of the parties hereto agrees that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 7.7. EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

7.5Successors and Assigns

Except as otherwise provided herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

7.6Entire Agreement

This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior oral or written (and all contemporaneous oral) agreements or understandings with respect to the subject matter hereof.

7.7Notices

All notices, requests, demands, waivers, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed by certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery with proof of receipt maintained or (d) sent by email or fax, to the following addresses (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(a) If to Premier:

Premier Exhibitions, Inc.
Suite 900, 3340 Peachtree Road N.E.
Atlanta, Georgia 30326
USA

Attention: Chief Executive Officer
Facsimile: (404) 842-2626

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with a copy to:

Thompson Hine LLP (Cleveland)
3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1291
USA

Attention: Derek Bork

Email: Derek.Bork@thompsonhine.com
Facsimile: (216) 566-5800

(b) If to Bao:

5790 126A Street
Surrey, British Columbia V3X 3H6
Canada

Attention: Daoping Bao

Email: daoping@dinosaursunearthed.com
Facsimile: (604) 277-1617

with a copy to:

Dentons Canada LLP
20^th Floor, 250 Howe Street
Vancouver, British Columbia V6C 3R8
Canada

Attention: Catherine Wade

Email: Catherine.wade@dentons.com
Facsimile: (604) 683-5214

(c) If to Brenner:

18 - 1828 Lilac Drive,

Surrey BC V4A 5C9
Canada

Attention: Nancy Brenner

Email: nancy@dinosaursunearthed.com
Facsimile: (604) 277-1617

with a copy to:

Dentons Canada LLP
20^th Floor, 250 Howe Street
Vancouver, British Columbia V6C 3R8
Canada

Attention: Catherine Wade

Email: Catherine.wade@dentons.com
Facsimile: (604) 683-5214

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All such notices, requests, demands, waivers, consents and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

7.8Waiver

Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party to assert its or his or her rights hereunder on any occasion or series of occasions.

7.9Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

7.10Headings

The headings in this Agreement are for the convenience of the parties only and shall not control or affect the meaning or construction of any provision hereof.

7.11Invalidity of Provision

The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

7.12Amendments and Waivers

The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived or modified, with and only with an agreement or consent in writing signed by each of the parties hereto.

7.13Further Assurances

Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or Person subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement. Premier shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, the DK Group being deprived of the rights contemplated by this Agreement.

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7.14No Third-Party Beneficiaries

This Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies.

IN WITNESS WHEREOF this Agreement has been signed by each of the parties hereto, and shall be effective as of the date first above written.

PREMIER EXHIBITIONS, INC.

Per: /s/ Michael J. Little

Authorized Signatory

Signed in the presence of:	) ) ) ) )	/s/ Daoping Bao
Witness		DAOPING BAO

Signed in the presence of:	) ) ) ) )	/s/ Nancy Brenner
Witness		NANCY BRENNER

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Exhibit “A”

Form of Indemnification Agreement

As attached.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated                                   , 20       , by and between PREMIER EXHIBITIONS, INC., a Florida corporation (the “Premier”), and                                    (“Nominee”).

WHEREAS:

A.Indemnitee performs a valuable service to Premier and/or affiliate(s) of Premier (collectively, the “Company”) in his or her capacity as a director and/or officer of one or more of these entities;

B.Premier has adopted provisions in its articles of incorporation (the “Articles”) providing for indemnification of its officers and directors,; and

C.This Agreement is a supplement to the provisions of the Articles dealing with indemnities and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder and shall remain in place irrespective of the Articles.

NOW THEREFORE in consideration of the premises and the covenants contained herein, the parties hereto agree as follows:

1.0INDEMNITY

1.1General Scope: The Company shall indemnify the Nominee and the Nominee’s heirs, executors, administrators and personal representatives (collectively the “Indemnitees” and, individually, an “Indemnitee”) for all liabilities or obligations imposed upon or incurred by the Indemnitees at law, in equity or by, pursuant to or under any statute or regulation and all expenses (“Liability”) in relation to any claim, action, proceeding, investigation, or order whether civil, criminal or administrative and whether made or commenced by the Company, by an Associated Corporation or by any other person (collectively, or individually, a “Claim”) by reason of:

(a) the Nominee being or having been a director, alternate director or officer of, or holding or having held a position equivalent to that of a director, alternate director or officer of, the Company or any Associated Corporation, or

(b) any act or omission, whether or not negligent, of the Nominee acting as a director, alternate director or officer, or as a person in an equivalent position, of the Company or any Associated Corporation,

including without limitation, legal fees and disbursements and all other costs of investigation and defence incurred by the Indemnitees or any of them in relation to a Claim, whether or not any action or proceeding is commenced, and all amounts paid or payable by the Indemnitees or any of them, to settle a Claim or to satisfy a judgment, including without limitation the payment of interest and costs, or otherwise to discharge a Liability imposed or incurred.

1.2Absolute Liability: Without limiting the generality of paragraph 2.1, the Company shall indemnify the Indemnitees against any Liability in relation to a Claim which is statutorily imposed on the Nominee.

1.3Negligence: Without limiting the generality of paragraph 2.1, the Company shall indemnify the Indemnitees against any Liability in relation to a Claim arising from negligent conduct of the Nominee.

1.4Actual Payment: The Company shall pay all amounts due to an Indemnitee under this Indemnity Agreement forthwith upon demand by the Indemnitee.

2.0INDEMNITY RESTRICTED

Despite any other provision of this Indemnity Agreement, the Company is not obliged under this Indemnity Agreement to make any payment that is prohibited by applicable law, including, as at the date of this Indemnity Agreement, the Florida Business Corporation Act, or by court order in force at the date the payment must be made.

3.0ADVANCE EXPENSES

Unless prohibited by applicable law or court order, the Company shall pay, as they are incurred, in advance of the final disposition of a Claim, the expenses actually and reasonably incurred by an Indemnitee in respect of the Claim provided that the Company shall not make such payments unless the Company first receives from the Indemnitee a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by applicable law, the Indemnitee will repay the amounts advanced.

4.0TAXABLE BENEFITS

Any indemnity payment made pursuant to this Indemnity Agreement shall be grossed up by the amount of any tax payable by the Indemnitee pursuant to the Income Tax Act (Canada) in respect of such payment.

5.0ENFORCEMENT COSTS

5.1Application to Court: If any payment by the Company under this Indemnity Agreement would be prohibited under paragraph 3 unless approved by a court, or if there shall be a disagreement between the Company and any Indemnitee as to whether or not an indemnification under this Indemnity Agreement would be prohibited under paragraph 3 unless approved by the court, the Company, at its own expense and in good faith, will promptly take proceedings to obtain that approval or such other appropriate determination. The Company shall indemnify the Indemnitees for the amount of all costs incurred by any or all of them in obtaining any court approval contemplated by this paragraph 6.1, including without limitation all legal fees and disbursements.

5.2Independent Counsel: The Indemnitees, or any of them, may each retain their own independent legal counsel for the purpose set out in paragraph 6.1 or for any other purpose in relation to a Claim and the cost of such representation shall be considered a “Liability” to which this Indemnity Agreement applies.

5.3No Presumption of Wrong Doing: The determination of any Claim, by adjudication, settlement, or otherwise, shall not, of itself, create any presumption for the purposes of this Indemnity Agreement that the Nominee did not act honestly and in good faith with a view to the best interests of the Company or an Associated Corporation, or, in the case of a criminal or administrative action or proceeding, that the Nominee did not have reasonable grounds for believing that his conduct was lawful, unless a judgment or order of the Court specifically finds otherwise.

6.0NOMINEE CEASING TO ACT

The Nominee may resign at any time as a director, alternate director and/or officer, or from an equivalent position, of the Company or any Associated Corporation. The obligations of the Company hereunder continue after and are not affected in any way by the Nominee ceasing to be a director, alternate director and/or officer, or to hold an equivalent position, of the Company or any Associated Corporation whether by resignation, removal, death, incapacity, disqualification under applicable law or otherwise.

7.0RE-ELECTION

The obligations of the Company under this Indemnity Agreement continue after and are not affected in any way by the re-election or re-appointment from time to time of the Nominee as a director or officer, or to an equivalent position, of the Company or any of its Associated Corporations.

8.0CONTINUING INDEMNITY

8.1Other Compensation: The obligations of the Company under this Indemnity Agreement are not diminished or in any way affected by:

(a) Financial Interest: the Nominee holding from time to time any direct or indirect financial interest in the Company, in an Associated Corporation or in a corporation otherwise related to the Company;

(b) Salary/Compensation: payment by the Company, by an Associated Corporation, or by any corporation otherwise related to the Company, to the Nominee of director’s fees or any salary, wages or other compensation;

(c) Interested Contracts: payment by the Company, by an Associated Corporation, or by any corporation otherwise related to the Company, to the Nominee or to any firm of which the Nominee is a partner, associate or employee, of any fees for services rendered;

(d) D & O Insurance: any directors’ or officers’ liability insurance placed by or for the benefit of the Nominee by the Nominee, the Company, an Associated Corporation or any entity related to any of them; or

(e) Other Indemnities: payment to the Nominee by any shareholder of the Company, an Associated Corporation or any corporation otherwise related to the Company, or by any other person pursuant to any other contract of indemnity.

8.2Non Compliance with Constating Documents: The obligations of the Company under this Indemnity Agreement are not diminished, or in any way affected by the Nominee’s failure to comply with the provisions of the Florida Business Corporations Act or of the articles or by-laws of the Company.

8.3Non Waiver: No waiver by the Nominee of any default or breach of any of the terms, covenants, conditions, or obligations of this Indemnity Agreement shall constitute a waiver by the Nominee of any prior, concurrent, or subsequent default or breach of the same, or any other term, covenant, condition, or obligation of the Company.

9.0REPORTING

9.1Material Developments: The Company shall report promptly and regularly to the Nominee any material adverse change in the financial condition, business or property of the Company or any entity related to it and any event or circumstance known to the Company that may result, directly or indirectly, in any liability or obligation being imposed upon any Indemnitee.

9.2Nominee Cooperation: The Nominee agrees to give notice to the Company within two business days of being served with any statement of claim, writ, notice of motion, indictment, or other documents commencing or continuing any Claim against the Nominee. The Nominee agrees to give the Company such information and cooperation as the Company may reasonably require from time to time in respect of all matters contemplated by this Indemnity Agreement.

9.3Company Cooperation: The Company agrees to notify the Nominee in writing within two business days of being served with any statement of claim, writ, notice of motion, indictment, or other document commencing or continuing any Claim against the Nominee. The Company agrees to give the Nominee such information and cooperation as the Nominee may reasonably require from time to time in respect of all matters under this Indemnity Agreement.

10.0Separability

Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Indemnitee to the fullest extent provided by the charter documents or any other applicable law.

11.0Governing Law

This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Florida, without regard to the conflict of law principles thereof. The Company and Indemnitee each irrevocably consents to the jurisdiction of the courts of the State of Florida for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Florida.

12.0Amendment and Termination

No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

13.0Identical Counterparts

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

14.0Headings

The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

15.0Notices

15.1All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) delivered personally, (ii) mailed by certified or registered mail with postage prepaid, (iii) sent by next-day or overnight mail or delivery with proof of receipt maintained or (iv) sent by fax:

(a) If to Indemnitee, at the address indicated on the signature page hereof.

(b) If to the Company, to:

Premier Exhibitions, Inc.
Suite 900, 3340 Peachtree Road N.E.
Atlanta, Georgia 30326
USA

Attention: Chief Executive Officer
Facsimile: (404) 842-2626

or to such other address as the Company may have furnished to Indemnitee.

15.2All such notices, requests, demands, waivers, consents and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

16.0Merger

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes any and all prior agreements and understandings between them with respect thereto; provided that the provisions hereof shall not supersede the provisions of the Company’s charter documents, any agreement by which the Company is bound, any vote of shareholders or directors of the Company, and any applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

[Signatures to appear on the following page.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

PREMIER EXHIBITIONS, INC.

By:

Name:

Title:

INDEMNITEE

By:

Name:

Title:

EX-10.2

EXHIBIT 10.2

SUPPORT AGREEMENT

THIS AGREEMENT made as of the 1st day of November, 2015 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between Premier Exhibitions, Inc., a company existing under the laws of the State of Florida (the “Parent”) and 1032403 B.C.. Ltd a corporation existing under the laws of British Columbia (the “Corporation”).

WHEREAS pursuant to a merger agreement (the “Merger Agreement”) made as of April 2, 2015 among Parent, the Corporation, Dinoking Tech Inc. (“DK”), Daoping Bao (“Bao”) and/or Nancy Brenner (“Brenner”), the Corporation is to issue Exchangeable Shares to Bao and Brenner to the extent that, pursuant to the Merger Agreement, either or both of them elect to receive Exchangeable Shares;

AND WHEREAS the Articles of the Corporation set forth the special rights and restrictions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares;

AND WHEREAS, the Parent and the Corporation desire to make appropriate provision and to establish a procedure whereby Parent shall take certain actions and make certain payments and deliveries necessary to ensure that the Corporation will be able to make certain payments and, in certain situations, to deliver or cause to be delivered common shares of the Parent (the “Parent Shares”) in satisfaction of the obligations of the Corporation under the Exchangeable Share Provisions;

NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

Article 1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions. Each term denoted herein by initial capital letters and not otherwise defined herein shall have the meaning ascribed thereto in the Exchangeable Share Provisions or the Merger Agreement unless the context requires otherwise.

1.2 Headings. The division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3 Number, Gender, etc. Words importing the singular number only shall include the plural and vice versa. Words importing the use of any gender shall include all genders.

1.4 Date for Any Action. If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

Article 2 - COVENANTS OF PARENT

2.1 Covenants of Parent Regarding Exchangeable Shares not owned by Parent or its Subsidiaries. So long as any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding Parent shall:

(a) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable Law, to perform its obligations with respect to the satisfaction of the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered Parent Shares to the holders of Exchangeable Shares, as required by the provisions of Article 28.4 of the Exchangeable Share Provisions;

 

(b) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable Law, to perform its obligations with respect to the satisfaction of the Retraction Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered Parent Shares to the holders of Exchangeable Shares, as required by the provisions of Article 28.5 of the Exchangeable Share Provisions;

(c) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable Law, to perform its obligations with respect to the satisfaction of the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered Parent Shares to the holders of Exchangeable Shares, as required by the provisions of Article 28.6 of the Exchangeable Share Provisions;

(d) not exercise its vote as a shareholder of the Corporation, nor allow any direct or indirect Subsidiary of the Parent to exercise its own vote as a shareholder of the Corporation, to initiate the voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation;

(e) not declare or pay any dividend on Parent Shares unless the Corporation will and can declare an equivalent dividend on the Exchangeable Shares; and

(f) advise the Corporation sufficiently in advance of the declaration by Parent of a dividend or of Parent’s intent to declare any dividend on the Parent Shares and take all such other actions as are reasonably necessary, in co-operation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Shares.

2.2 Provision of Funds. Parent shall, so long as any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding: (a) provide the Corporation with sufficient funds, assets or other property as is necessary to enable the Corporation to pay or otherwise satisfy its obligations under the Exchangeable Share Provisions; and (b) cause the Corporation to deposit such funds in a separate account of the Corporation, and segregate such assets and property, and use such funds, assets and property solely to satisfy the Corporation’s obligations under the Exchangeable Share Provisions for the benefit of holders from time to time of the Exchangeable Shares.

2.3 Reservation of Parent Shares. Parent hereby represents, warrants and covenants that it has reserved for issuance and shall at all times keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock such number of Parent Shares (or other securities into which the Parent Shares may be reclassified or changed as contemplated by the Exchangeable Share Provisions) (a) as is equal to the number of Exchangeable Shares issued and outstanding from time to time; and (b) as are now and may hereafter be required to enable and permit Parent to meet its obligations under the Exchangeable Share Provisions and under any other security or commitment pursuant to which Parent may now or hereafter be required to issue Parent Shares.

 

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2.4 Notification of Certain Events. In order to assist Parent to comply with its obligations under this Agreement and the Exchangeable Share Provisions, the Corporation shall give Parent notice immediately upon the occurrence of each of the following events at the time set forth below:

(a) upon the earlier of (i) receipt by the Corporation of notice of, and (ii) the Corporation otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding up of the Corporation or to effect any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs;

(b) upon the Corporation determining that it will exercise its rights of redemption pursuant to 28.6 of the Share Provisions; or

(c) upon receipt by the Corporation of a Retraction Request delivered by a holder of Exchangeable Shares.

2.5 Delivery of Parent Shares. In furtherance of its obligations hereunder, upon notice of any event which requires the Corporation to cause to be delivered Parent Shares to any holder of Exchangeable Shares, Parent shall forthwith issue and deliver the requisite number of Parent Shares to the Transfer Agent for delivery to or to the order of the former holder of the surrendered Exchangeable Shares, as the Corporation shall direct. All such Parent Shares shall, when issued and delivered against the surrender of the applicable surrender documents, be duly issued, fully paid and non-assessable, and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim.

2.6 Tender Offers, Etc. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction (which for this purpose is deemed to include the sale of Parent’s business) with respect to Parent Shares (an “Offer”) is proposed by Parent or is proposed to Parent or its shareholders and is recommended by the Board of Directors of Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Parent, while any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding, Parent shall use all commercially reasonable efforts in good faith to take all such actions and do all such things as are necessary and reasonably within its power to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Shares, without discrimination. Parent may discharge this obligation by using its best efforts to ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against the Corporation, or ensuring that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer.

2.7 Ownership of Outstanding Shares. Without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 28.8(2) of the Exchangeable Share Provisions, while any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding, Parent, or any successor of Parent by way of merger, consolidation or purchase of all or substantially all of the assets of Parent, shall be and shall remain the direct or indirect beneficial owner of all issued and outstanding shares in the capital of Corporation and all outstanding securities of the Corporation carrying or otherwise entitled to voting rights in any circumstances, in each case other than the Exchangeable Shares.

 

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2.8 Due Performance. Parent shall duly and timely perform all of its obligations provided for in the Exchangeable Share Provisions, including any obligations that may arise upon the exercise of Parent’s rights under the Exchangeable Share Provisions.

2.9 Notice of Certain Events. If Parent shall cause the reclassification or other change of the Parent Shares or the consummation of an amalgamation, merger, reorganization or other transaction affecting the Parent Shares, while any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding, then Parent will ensure that the record date for any such event or, if no record date is applicable for the event, the effective date for that event, is not less than five (5) Business Days after the date on which that event is declared or announced by Parent (with contemporaneous notification by Parent to the Corporation).

2.10 Parent and Subsidiaries Not to Vote Exchangeable Shares. Parent covenants and agrees that it will appoint and cause to be appointed proxyholders with respect to all Exchangeable Shares held by it and its Subsidiaries for the purpose of attending each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum for each meeting. While any Exchangeable Shares, other than those that are held by Parent or its Subsidiaries, are outstanding, Parent further covenants and agrees that it will not, and will cause its Subsidiaries not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time pursuant to the Exchangeable Share Provisions or pursuant to the provisions of the Business Corporations Act (British Columbia) (or any successor or other corporate statute by which the Corporation may in the future be governed) with respect to any Exchangeable Shares held by it or by its Subsidiaries in respect of any matter considered at any meeting of holders of Exchangeable Shares.

2.11 So long as any Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding:

(a) Parent will not without prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with the Exchangeable Share Provisions:

(i) issue or distribute Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Shares) to the holders of all or substantially all of the then outstanding Parent Shares by way of stock dividend or other distribution, other than an issue of Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Shares) to holders of Parent Shares who exercise an option to receive dividends in Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Shares) in lieu of receiving cash dividends; or

(ii) issue or distribute rights, options or warrants or other property to the holders of all or substantially all of the then outstanding Parent Shares entitling them to subscribe for or to purchase Parent Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Shares);

unless the economic equivalent on a per share basis of such rights, options, securities, shares, or other property is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Merger Agreement (including, for greater certainty, any transactions involving the assumption and amendment of the Pentwater Loan); and

 

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(b) Parent will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 28.8(2) of the Exchangeable Share Provisions:

(i) subdivide, redivide or change the then outstanding Parent  Shares into a greater number of Parent  Shares;

(ii) reduce, combine, consolidate or change the then outstanding Parent Shares into a lesser number of Parent Shares; or

(iii) reclassify or otherwise change Parent Shares or effect an amalgamation, merger, reorganization or other transaction affecting Parent Shares,

unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

And in all such events described in this Section 2.11, Parent and the Corporation shall, in rendering a fully informed decision, take into account the general taxation consequences of the relevant event to holders of Exchangeable Shares in particular to the extent that such consequences may differ from the taxation consequences to holders of Parent Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares) and shall take steps to ensure that, if commercially reasonable, whatever action is undertaken to protect the rights of the holders of Exchangeable Shares does not have a material adverse Canadian tax consequence to such holders.

Article 3 - GENERAL

3.1 Term. This Agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire Exchangeable Shares) are held by any party other than Parent and its Subsidiaries.

3.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

3.3 Amendments, Modifications, Etc. This Agreement may not be amended or modified except by an agreement in writing executed by the Corporation and Parent and approved by the holders of the Exchangeable Shares in accordance with Article 28.8(2) of the Exchangeable Share Provisions.

3.4 Permitted Amendments. Notwithstanding the provisions of Section 3.3, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of:

(a) adding to the covenants of any of the parties for the protection of the holders of the Exchangeable Shares; or

 

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(b) making such changes or corrections which, on the advice of counsel to the Corporation or Parent, such advice being reviewed and agreed to by counsel to the holders of Exchangeable Shares, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake of manifest error, provided that such counsel and the Boards of Directors of each of the Corporation and Parent shall be of the opinion that such changes or corrections will not be prejudicial to the interests of the holders of Exchangeable Shares.

3.5 Meeting to Consider Amendments. The Corporation, at the request of Parent, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 3.3 hereof. Any such meeting or meetings shall be called and held in accordance with the articles of the Corporation, the Exchangeable Share Provisions and all applicable laws.

3.6 Amendments Only in Writing. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by the parties hereto.

3.7 Successor and Assigns. This Agreement shall be for the benefit of and be binding upon the parties hereto and their respective successors and assigns.

3.8 Notices to Parties. All notices and other communications between the parties shall be in writing and shall be deemed to have been given if delivered personally or by email to the parties at the following addresses (or at such other address for either such party as shall be specified in like notice):

if to Parent or the Corporation at:

Premier Exhibitions, Inc.

Suite 900, 3340 Peachtree Road N.E.

Atlanta, Georgia 30326

USA

Attention: Chief Executive Officer

Facsimile: (404) 842 2626

Email: ssw2660@comcast.net

with a copy to:

Thompson Hine LLP (Cleveland)

3900 Key Center

127 Public Square

Cleveland, Ohio 44114-1291

USA

Attention: Derek Bork

Facsimile: (216) 566 5800

Email: Derek.Bork@ThompsonHine.com

and with a copy to:

Gowling Lafleur Henderson LLP

550 Burrard Street

Suite 2300

6

Bentall 5

Vancouver, British Columbia V6C 2B5

Canada

Attention: Cyndi Laval

Facsimile: (604) 443 5629

Email: cyndi.laval@gowlings.com

Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by email shall be deemed to have been given and received on the date of confirmed receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

3.9 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Parent agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of British Columbia, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the jurisdiction of the said courts in any such action or proceeding, agrees to be bound by any judgment of the said courts and not to seek, and hereby waives, any review of the merits of any such judgment by the courts of any other jurisdiction and hereby appoints the Corporation at its registered office in the Province of British Columbia as Parent’s attorney for service of process.

[The rest of this page is intentionally left blank.]

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3.10 Counterparts. This Agreement may be executed in one or more electronic counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

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

Premier Exhibitions, Inc.
By:	/s/ Michael J. Little
	Name: Michael J. Little
	Title: Interim CEO
1032403 B.C. Ltd.
By:	/s/ Mark Sellers
	Name: Mark Sellers
	Title: Director

[SIGNATURE PAGE TO SUPPORT AGREEMENT DATED NOVEMBER 1, 2015 ]

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EX-10.3

exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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

BY AND AMONG

PREMIER EXHIBITIONS, INC., a Florida corporation

(the “Company”)

AND

DAOPING BAO, businessperson residing in Surrey, British Columbia

(“Bao”)

AND

NANCY BRENNER, businessperson residing in Surrey, British Columbia

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

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

WHEREAS:

A.The Company has agreed, upon the terms and subject to the conditions of the Merger Agreement, to issue to the Investors [up to] 1,434,720 of the Company’s common stock, $0.0001 value per share, and to induce the Buyer to enter into the Merger Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

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

1.0DEFINITIONS

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

=

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

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

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

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

2.0REGISTRATION

2.1Mandatory Registration

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

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

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

(the “Registration Period”).

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

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2.2Rule 424 Prospectus

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

2.3Sufficient Number of Shares Registered

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

3.0RELATED OBLIGATIONS

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

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

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

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

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

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

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

3.4The Company shall use reasonable best efforts to:

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

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

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

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

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

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

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

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

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

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

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

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

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

3.7The Company shall:

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

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

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

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

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

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

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

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

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

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

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

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

4.0OBLIGATIONS OF THE INVESTOR

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

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

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

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5.0EXPENSES OF REGISTRATION

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

6.0INDEMNIFICATION

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

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

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

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

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

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

(e) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3.3 or Section 3.5;

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

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

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

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

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

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

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

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

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

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

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7.0CONTRIBUTION

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

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

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

8.0REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS

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

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

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

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

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

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

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

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

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

9.0ASSIGNMENT OF REGISTRATION RIGHTS

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

10.0AMENDMENT OF REGISTRATION RIGHTS

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

11.0MISCELLANEOUS

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

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

(a) upon receipt, when delivered personally;

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

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

The addresses and facsimile numbers for such communications shall be:

If to the Company:

PREMIER EXHIBITIONS, INC.
3340 Peachtree Road N.E.
Atlanta, GA 30326

Attention: Tina Bingham
Telephone: 404-842-2600
Facsimile: 404-842-2626

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With a copy to:

Derek Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1291

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

If to the Investor:

Dinoking Tech Inc.
#110 - 11188 Featherstone Way
Richmond, British Columbia V6W 1K9
Canada
Attention: Chief Executive Officer
Facsimile: (604) 277-1617

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

Dentons Canada LLP
20^th Floor, 250 Howe Street
Vancouver, British Columbia V6C 3R8
Canada
Attention: Catherine Wade
Facsimile: (604) 683-5214

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PREMIER EXHIBITIONS, INC.

By: /s/ Michael J. Little                                    

Name: Michael J. Little

Title: Interim CEO, CFO and COO

By: /s/ Daoping Bao                                        

Daoping Bao

By: /s/ Nancy Brenner                                    

Nancy Brenner

[Signature page to the Registration Rights Agreement]

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Schedule A 

TO REGISTRATION RIGHTS AGREEMENT

Form of Notice of Effectiveness of Registration Statement

[Date]

[TRANSFER AGENT]
                                                        
                                                        

Re: [___]

Ladies and Gentlemen:

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

(1) ____________________

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

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

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

Very truly yours,

[Company Counsel]

By:                                                                 

cc: Daoping Bao and Nancy Brenner

Schedule B 

TO REGISTRATION RIGHTS AGREEMENT

Information About the Investor Furnished to the Company by the Investor
Expressly for use in Connection with the Registration Statement

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

EX-10.4

EXHIBIT 10.4

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated                                   , 20       , by and between PREMIER EXHIBITIONS, INC., a Florida corporation (the “Premier”), and                                    (“Nominee”).

WHEREAS:

A.Indemnitee performs a valuable service to Premier and/or affiliate(s) of Premier (collectively, the “Company”) in his or her capacity as a director and/or officer of one or more of these entities;

B.Premier has adopted provisions in its articles of incorporation (the “Articles”) providing for indemnification of its officers and directors,; and

C.This Agreement is a supplement to the provisions of the Articles dealing with indemnities and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder and shall remain in place irrespective of the Articles.

NOW THEREFORE in consideration of the premises and the covenants contained herein, the parties hereto agree as follows:

1.0INDEMNITY

1.1General Scope: The Company shall indemnify the Nominee and the Nominee’s heirs, executors, administrators and personal representatives (collectively the “Indemnitees” and, individually, an “Indemnitee”) for all liabilities or obligations imposed upon or incurred by the Indemnitees at law, in equity or by, pursuant to or under any statute or regulation and all expenses (“Liability”) in relation to any claim, action, proceeding, investigation, or order whether civil, criminal or administrative and whether made or commenced by the Company, by an Associated Corporation or by any other person (collectively, or individually, a “Claim”) by reason of:

(a) the Nominee being or having been a director, alternate director or officer of, or holding or having held a position equivalent to that of a director, alternate director or officer of, the Company or any Associated Corporation, or

(b) any act or omission, whether or not negligent, of the Nominee acting as a director, alternate director or officer, or as a person in an equivalent position, of the Company or any Associated Corporation,

including without limitation, legal fees and disbursements and all other costs of investigation and defence incurred by the Indemnitees or any of them in relation to a Claim, whether or not any action or proceeding is commenced, and all amounts paid or payable by the Indemnitees or any of them, to settle a Claim or to satisfy a judgment, including without limitation the payment of interest and costs, or otherwise to discharge a Liability imposed or incurred.

1.2Absolute Liability: Without limiting the generality of paragraph 2.1, the Company shall indemnify the Indemnitees against any Liability in relation to a Claim which is statutorily imposed on the Nominee.

1.3Negligence: Without limiting the generality of paragraph 2.1, the Company shall indemnify the Indemnitees against any Liability in relation to a Claim arising from negligent conduct of the Nominee.

1.4Actual Payment: The Company shall pay all amounts due to an Indemnitee under this Indemnity Agreement forthwith upon demand by the Indemnitee.

2.0INDEMNITY RESTRICTED

Despite any other provision of this Indemnity Agreement, the Company is not obliged under this Indemnity Agreement to make any payment that is prohibited by applicable law, including, as at the date of this Indemnity Agreement, the Florida Business Corporation Act, or by court order in force at the date the payment must be made.

3.0ADVANCE EXPENSES

Unless prohibited by applicable law or court order, the Company shall pay, as they are incurred, in advance of the final disposition of a Claim, the expenses actually and reasonably incurred by an Indemnitee in respect of the Claim provided that the Company shall not make such payments unless the Company first receives from the Indemnitee a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by applicable law, the Indemnitee will repay the amounts advanced.

4.0TAXABLE BENEFITS

Any indemnity payment made pursuant to this Indemnity Agreement shall be grossed up by the amount of any tax payable by the Indemnitee pursuant to the Income Tax Act (Canada) in respect of such payment.

5.0ENFORCEMENT COSTS

5.1Application to Court: If any payment by the Company under this Indemnity Agreement would be prohibited under paragraph 3 unless approved by a court, or if there shall be a disagreement between the Company and any Indemnitee as to whether or not an indemnification under this Indemnity Agreement would be prohibited under paragraph 3 unless approved by the court, the Company, at its own expense and in good faith, will promptly take proceedings to obtain that approval or such other appropriate determination. The Company shall indemnify the Indemnitees for the amount of all costs incurred by any or all of them in obtaining any court approval contemplated by this paragraph 6.1, including without limitation all legal fees and disbursements.

5.2Independent Counsel: The Indemnitees, or any of them, may each retain their own independent legal counsel for the purpose set out in paragraph 6.1 or for any other purpose in relation to a Claim and the cost of such representation shall be considered a “Liability” to which this Indemnity Agreement applies.

5.3No Presumption of Wrong Doing: The determination of any Claim, by adjudication, settlement, or otherwise, shall not, of itself, create any presumption for the purposes of this Indemnity Agreement that the Nominee did not act honestly and in good faith with a view to the best interests of the Company or an Associated Corporation, or, in the case of a criminal or administrative action or proceeding, that the Nominee did not have reasonable grounds for believing that his conduct was lawful, unless a judgment or order of the Court specifically finds otherwise.

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6.0NOMINEE CEASING TO ACT

The Nominee may resign at any time as a director, alternate director and/or officer, or from an equivalent position, of the Company or any Associated Corporation. The obligations of the Company hereunder continue after and are not affected in any way by the Nominee ceasing to be a director, alternate director and/or officer, or to hold an equivalent position, of the Company or any Associated Corporation whether by resignation, removal, death, incapacity, disqualification under applicable law or otherwise.

7.0RE-ELECTION

The obligations of the Company under this Indemnity Agreement continue after and are not affected in any way by the re-election or re-appointment from time to time of the Nominee as a director or officer, or to an equivalent position, of the Company or any of its Associated Corporations.

8.0CONTINUING INDEMNITY

8.1Other Compensation: The obligations of the Company under this Indemnity Agreement are not diminished or in any way affected by:

(a) Financial Interest: the Nominee holding from time to time any direct or indirect financial interest in the Company, in an Associated Corporation or in a corporation otherwise related to the Company;

(b) Salary/Compensation: payment by the Company, by an Associated Corporation, or by any corporation otherwise related to the Company, to the Nominee of director’s fees or any salary, wages or other compensation;

(c) Interested Contracts: payment by the Company, by an Associated Corporation, or by any corporation otherwise related to the Company, to the Nominee or to any firm of which the Nominee is a partner, associate or employee, of any fees for services rendered;

(d) D & O Insurance: any directors’ or officers’ liability insurance placed by or for the benefit of the Nominee by the Nominee, the Company, an Associated Corporation or any entity related to any of them; or

(e) Other Indemnities: payment to the Nominee by any shareholder of the Company, an Associated Corporation or any corporation otherwise related to the Company, or by any other person pursuant to any other contract of indemnity.

8.2Non Compliance with Constating Documents: The obligations of the Company under this Indemnity Agreement are not diminished, or in any way affected by the Nominee’s failure to comply with the provisions of the Florida Business Corporations Act or of the articles or by-laws of the Company.

8.3Non Waiver: No waiver by the Nominee of any default or breach of any of the terms, covenants, conditions, or obligations of this Indemnity Agreement shall constitute a waiver by the Nominee of any prior, concurrent, or subsequent default or breach of the same, or any other term, covenant, condition, or obligation of the Company.

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9.0REPORTING

9.1Material Developments: The Company shall report promptly and regularly to the Nominee any material adverse change in the financial condition, business or property of the Company or any entity related to it and any event or circumstance known to the Company that may result, directly or indirectly, in any liability or obligation being imposed upon any Indemnitee.

9.2Nominee Cooperation: The Nominee agrees to give notice to the Company within two business days of being served with any statement of claim, writ, notice of motion, indictment, or other documents commencing or continuing any Claim against the Nominee. The Nominee agrees to give the Company such information and cooperation as the Company may reasonably require from time to time in respect of all matters contemplated by this Indemnity Agreement.

9.3Company Cooperation: The Company agrees to notify the Nominee in writing within two business days of being served with any statement of claim, writ, notice of motion, indictment, or other document commencing or continuing any Claim against the Nominee. The Company agrees to give the Nominee such information and cooperation as the Nominee may reasonably require from time to time in respect of all matters under this Indemnity Agreement.

10.0Separability

Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Indemnitee to the fullest extent provided by the charter documents or any other applicable law.

11.0Governing Law

This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Florida, without regard to the conflict of law principles thereof. The Company and Indemnitee each irrevocably consents to the jurisdiction of the courts of the State of Florida for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Florida.

12.0Amendment and Termination

No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

13.0Identical Counterparts

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

14.0Headings

The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

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15.0Notices

15.1All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) delivered personally, (ii) mailed by certified or registered mail with postage prepaid, (iii) sent by next-day or overnight mail or delivery with proof of receipt maintained or (iv) sent by fax:

(a) If to Indemnitee, at the address indicated on the signature page hereof.

(b) If to the Company, to:

Premier Exhibitions, Inc.
Suite 900, 3340 Peachtree Road N.E.
Atlanta, Georgia 30326
USA

Attention: Chief Executive Officer
Facsimile: (404) 842-2626

or to such other address as the Company may have furnished to Indemnitee.

15.2All such notices, requests, demands, waivers, consents and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

16.0Merger

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes any and all prior agreements and understandings between them with respect thereto; provided that the provisions hereof shall not supersede the provisions of the Company’s charter documents, any agreement by which the Company is bound, any vote of shareholders or directors of the Company, and any applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

[Signatures to appear on the following page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

PREMIER EXHIBITIONS, INC.

By:

Name:

Title:

INDEMNITEE

By:

Name:

Title:

-6-

EX-16.1

EXHIBIT 16.1

November 4, 2015

Securities and Exchange Commission

Washington, D.C. 20549

Commissioners:

We have read Premier Exhibitions, Inc.’s statements included under Item 4.01 of its Form 8-K to be filed on November 4, 2015 and we agree with such statements regarding our firm.

MNP LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference under item 9.01 of Form 8-K, filed on November 4, 2015, by Premier Exhibitions Inc. of our reported dated March 27, 2015, with respect to the consolidated financial statements of Dinoking Tech Inc. as of and for the years ended December 31, 2014 and 2013.

MNP LLP

November 4, 2015