PREMIER EXHIBITIONS, INC. 2009 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT

Exhibit 10.7#

PREMIER EXHIBITIONS, INC.
2009 EQUITY INCENTIVE PLAN
RESTRICTED SHARES AGREEMENT

Summary of Restricted Share Grant

     Premier Exhibitions, Inc., a Florida corporation (the “Company”), grants to the Participant named below, in accordance with the terms of the Premier Exhibitions, Inc. 2009 Equity Incentive Plan (the “Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shares, on the Date of Grant set forth below:

Terms of Agreement

      1. Grant of Restricted Shares . Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Date of Grant, the total number of restricted Shares (the “Restricted Shares”) set forth above. The Restricted Shares shall be fully paid and nonassessable.

      2. Vesting of Restricted Shares .

          (a) The Restricted Shares shall vest if the Participant shall have remained in the continuous employ of the Company or a Subsidiary through the vesting dates set forth below with respect to the portion of Restricted Shares set forth next to such date:

          (b) Notwithstanding the provisions of Section 2(a), the Restricted Shares covered by this Agreement that have not yet vested under Section 2(a) shall immediately vest if, prior to the applicable vesting date the Participant’s employment with the Company and its Subsidiaries terminates by reason of death or permanent disability (defined by reference to the Company’s long-term disability plan covering the Participant).

          (c) In addition, the Restricted Shares will vest in accordance with the terms of Section 5(d) of the Employment Agreement between the Company and the Participant, dated as of August 6,, 2009 (the “Employment Agreement”), if and to the extent the applicable provisions under Section 5(d) of the Employment Agreement are triggered.

          (d) For purposes of this Agreement, the continuous employment of the Participant with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of absence approved by the Committee.

      3. Forfeiture of Shares . The Restricted Shares that have not yet vested pursuant to Section 2 (and any rights associated therewith, including without limitation any dividends for which the record date occurs on or after the date of forfeiture) shall be forfeited automatically without further action or notice if the Participant ceases to be employed by the Company and its Subsidiaries other than as provided in Section 2(b) or (c). In the event of a forfeiture of the Restricted Shares, the stock book entry account representing the Restricted Shares covered by this Agreement shall be cancelled.

      4. Transferability . The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Participant, except to the Company, by will or the laws of descent and distribution, or as may otherwise be permitted by the Plan, until the Restricted Shares have vested as provided in Section 2. Any purported transfer or encumbrance in violation of the provisions of this Section 4 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares. Any permitted transferee (other than the Company) shall remain subject to all the terms and conditions applicable to the Restricted Shares prior to such transfer.

      5. Change in Control. The Restricted Shares shall be subject to the provisions of Section 19 of the Plan in the event of a Change in Control.

      6. Dividend, Voting and Other Rights . Except as otherwise provided herein, from and after the Date of Grant, the Participant shall have all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends that may be paid thereon (which such cash dividends shall be paid to the Participant at the same time they are paid to the holders of Shares of the Company); provided , however , that any additional Shares of the Company or other securities that the Participant may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by this Agreement.

      7. Custody of Restricted Shares ; Stock Power. Until the Restricted Shares have vested as provided in Section 2, the Restricted Shares shall be issued in book-entry only form and shall not be represented by a certificate. The restrictions set forth in this Agreement shall be reflected on the stock transfer records maintained by or on behalf of the Company. The Participant agrees that, in order to ensure compliance with the restrictions imposed on the

Restricted Shares under this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any. By execution of this Agreement and effective until the Restricted Shares have become vested as provided in Section 2, the Participant hereby irrevocably constitutes and appoints each of the Chief Executive Officer and the Chief Financial Officer of the Company as attorney-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution. The Participant agrees to take any and all other actions (including without lim