FORM OF CONVERTIBLE NOTE

Exhibit 10.3

NEITHER THIS NOTE NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR UNLESS SOLD PURSUANT TO AN EXEMPTION THEREFROM.

FORM OF CONVERTIBLE NOTE

     FOR VALUE RECEIVED, the undersigned, Premier Exhibitions, Inc. (the “ Company ”), a corporation organized and existing under the laws of the State of Florida, hereby promises to pay to Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands, or its permitted assigns (the “ Holder ”), the principal sum of Six Million Dollars ($6,000,000), in accordance with the terms and conditions hereinafter set forth. Capitalized terms appearing herein but not defined herein have the meanings ascribed to such terms in the Note Purchase Agreement (defined below).

     By its acceptance hereof, the Holder covenants and agrees that this Note is subject to the following terms and conditions:

     1.  Definitions . As used in this Agreement, the following terms have the meanings set forth below:

     “ Annual Meeting ” shall mean the Company’s annual meeting of shareholders required to be called and held by it pursuant to the Note Purchase Agreement.

     “ Applicable Market ” shall mean the NASDAQ Global Market or, if the Company’s Common Stock is not listed for trading on the NASDAQ Global Market at the applicable time, the Over-The-Counter Bulletin Board, if the trading of the Company’s Common Stock is qualified for quotation thereon at the applicable time.

     “ Approval ” shall mean the approval of the Company’s shareholders (a) by the affirmative vote of the holders of more than 50% of the Company’s outstanding shares of Common Stock present and cast on the applicable proposal at the Annual Meeting or other meeting of the Company’s shareholders, in any such case at which a quorum is present, or such higher percentage as may be required by applicable law or the listing rules of the NASDAQ Global Market as of the date of such meeting, or (b) by the affirmative vote of the holders of more than 50% of the Company’s outstanding shares of Common Stock pursuant to written consents obtained in accordance with applicable law, or such higher percentage as may be required by applicable law or the listing rules of the NASDAQ Global Market as of the date of such consents.

     “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law or executive order to close.

     “ Company ” shall have the meaning set forth in the preamble.

     “ Conversion Date ” shall have the meaning set forth in Section 5(e).

     “ Conversion Price ” shall have the meaning set forth in Section 5(d).

     “ Event of Default ” shall have the meaning set forth in Section 8.

     “ Holder ” shall have the meaning set forth in the preamble.

     “ Interest Payment Date ” shall have the meaning set forth in Section 2(b).

     “ Interest Rate ” shall have the meaning set forth in Section 2(a).

     “ Maturity Date ” shall have the meaning set forth in Section 3.

     “ Note Purchase Agreement ” shall mean the Note Purchase Agreement, dated May 6, 2009, by and between the Company and the Holder, pursuant to which the Company has issued this Note to the Holder.

     “ Notice of Conversion ” shall have the meaning set forth in Section 5(e).

     “ Penalty Rate ” shall have the meaning set forth in Section 2(a).

     “ Person ” shall mean any individual, corporation, partnership, firm, limited liability company, joint venture, trust, association, unincorporated organization, group, joint-stock company or other entity.

     “ Post-Annual Meeting Prepayment Period ” shall have the meaning set forth in Section 4(a).

     “ Pre-Annual Meeting Prepayment Period ” shall have the meaning set forth in Section 4(a).

     “ Prepayment Date ” shall have the meaning set forth in Section 4(a).

     “ Prepayment Notice ” shall have the meaning set forth in Section 4(a).

     “ Proposals ” shall mean the following proposals: (i) the issuance to the Holder of the shares of Common Stock of the Company issuable upon conversion of this Note, pursuant to all applicable rules under the NASDAQ Global Market’s listing rules, and (ii) an amendment to the Company’s certificate of incorporation increasing the number of the Company’s authorized

shares of Common Stock to an amount not less than necessary to enable the full issuance of the number of the Company’s shares of Common Stock that may be issuable upon conversion of this Note.

     “ Reorganization ” shall have the meaning set forth in Section 6(b).

     “ Security Interest ” shall have the meaning set forth in Section 7.

     “ Shareholder Approval ” shall mean the Approval by the Company’s shareholders of the Proposals.

     “ Subsequent Financing ” shall have the meaning set forth in Section 7.

     “ Transaction Documents ” shall mean this Note, the Note Purchase Agreement and the schedules and exhibits thereto, the Warrant, the Registration Rights Agreement and any certificate or other document delivered by or on behalf of the Company or the Holder in connection with the Closing, and, commencing at the effectiveness of any agreement or other document that is executed by the Company and the Holder in accordance with Section 7 (excluding agreements or documents executed in connection with a Subsequent Financing), shall, for the limited purposes of Sections 8(a), 9, 14 and 15, include any such agreement or other document.

     “ Warrant ” shall have the meaning set forth in Section 4(b).

     2.  Payments of Principal and Interest .

          (a) Interest Rate . Interest shall accrue on the outstanding principal amount of this Note (computed on the basis of a 365-day year and actual days elapsed) at the rate of 6.0% per annum (the “ Interest Rate ”). If the Shareholder Approval is not obtained at the Annual Meeting and either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the Company’s Common Stock over which the Holder had, immediately prior to the execution of the Note Purchase Agreement, direct or indirect voting power, in favor of the Proposals or (ii) the Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above, the Interest Rate shall be increased to 18.0% (the “ Penalty Rate ”), retroactive to the date of issuance of this Note, with any interest corresponding to prior periods becoming due and payable on the date that is five (5) Business Days after the date of the Annual Meeting. In the event that the Shareholder Approval is obtained at any time within 180 days after the Annual Meeting, the Penalty Rate shall revert to the Interest Rate beginning on the date immediately following the date that such Shareholder Approval is obtained.

          (b) Payments . Payments of principal of and interest on this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to the bank account specified by the Holder or such other place as the Holder shall have designated by written notice to the Company. Interest shall be payable monthly in arrears on the first Business Day immediately following the end of each calendar month after the issuance of

this Note (each such date, an “ Interest Payment Date ”). In the event of a conversion of this Note prior to the Maturity Date (as hereinafter defined) pursuant to the terms set forth below, all accrued and unpaid interest shall be added to the principal amount being converted as of the date of conversion to determine the amount of securities into which this Note shall be converted.

     3.  Maturity Date . The full amount of principal then-outstanding and all accrued but unpaid interest hereunder shall be due and payable on May 6, 2012 (the “ Maturity Date ”). If the Shareholder Approval is not obtained at the Annual Meeting, or within 180 days after the Annual Meeting, and either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the Company’s Common Stock over which the Holder had, immediately prior to the execution of the Note Purchase Agreement, direct or indirect voting power, in favor of the Proposals or (ii) the Shareholder Approval would not have been obtained during such period regardless of whether Holder had taken the actions set forth in clause (i) above, then the Maturity Date shall be the 180th day after the date of the Annual Meeting.

     4.  Prepayment .

          (a) Prepayment Periods . The Company may only elect to prepay all or any part of the principal amount of this Note then outstanding and any accrued but unpaid interest at any time or from time to time either (i) on or prior to the fifth (5th) Business Day prior to the date of the Annual Meeting (the “ Pre-Annual Meeting Prepayment Period ”), subject to Section 4(b), or (ii) on or after the first Business Day after the Annual Meeting (the “ Post-Annual Meeting Prepayment Period ”), subject to Section 5(b). If the Company elects to prepay all or any part of this Note, it shall provide written notice of such election (a “ Prepayment Notice ”) to the Holder fixing a date for prepayment of such amounts (the “ Prepayment Date ”), which date shall not be earlier than the fifth (5th) Business Day after the date of the Prepayment Notice (provided that the Company shall have confirmed the Holder’s receipt of the Prepayment Notice on or prior to such date).

          (b) Prepayment Fee . Any prepayment by the Company of all or any portion of this Note within the Pre-Annual Meeting Prepayment Period shall trigger the effectiveness of the warrant, in the form attached hereto as Exhibit A (the “ Warrant ”), delivered to the Holder as of the date hereof, for the purchase of that number of shares of Common Stock of the Company equal to seven percent (7%) of the total number of shares of Common Stock of the Company into which this Note is, on the Prepayment Date, convertible. The Warrant shall have a per share exercise price equal to the closing bid price of the Company’s Common Stock on the Applicable Market immediately preceding the execution of the Note Purchase Agreement and shall expire five (5) years from the date on which the Warrant is effective.

     5.  Conversion .

          (a) Optional Conversions . The Holder may elect to convert all or any portion of the principal amount of this Note then outstanding (plus accrued but unpaid interest thereon) into shares of Common Stock of the Company at any time on or prior to the Maturity Date and on or after the fifth (5th) Business Day after the Annual Meeting, but only if the Shareholder Approval shall have been obtained at the Annual Meeting or thereafter.

          (b) Conversion Upon Prepayment . If the Company elects to prepay all or any part of this Note at any time during the Post-Annual Meeting Prepayment Period and at the time of such election the Shareholder Approval has been obtained, the Holder may convert the principal amount of this Note then outstanding (plus accrued but unpaid interest thereon) at any time before the close of business on the last Business Day prior to the Prepayment Date.

          (c) Mandatory Conversion . At any time after the Annual Meeting and on or prior to the Maturity Date, the Company may elect to cause the Holder to convert the principal amount then outstanding under this Note (plus accrued but unpaid interest thereon) if (i) the Shareholder Approval has been obtained and (ii) the closing per share sale price of the Company’s Common Stock has exceeded $1.00 for a period of five (5) successive trading days, as reported on the Applicable Market.

          (d) Conversion Price . In the event of any conversion under this Section 5, the price at which the principal amount of this Note shall be converted into shares of Common Stock of the Company is $0.75 per share, subject to adjustment as set forth herein (the “ Conversion Price ”). This Note shall be convertible into the number of fully paid and non-assessable shares of Common Stock equal to the quotient of (x) the principal amount of this Note being converted plus all accrued and unpaid interest with respect to such principal, divided by (y) the Conversion Price. No fractional shares of Common Stock shall be issued upon conversion of the Convertible Note. If the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, either, at its option, pay the Holder cash equal to the product of such fraction multiplied by the closing price of the Company’s Common Stock on the Applicable Market on the Business Day immediately prior to the Conversion Date or round such fraction of a share up to the nearest whole share.

          (e) Conversion Mechan