FORM OF WARRANT TO PURCHASE COMMON STOCK OF PREMIER EXHIBITIONS, INC

Exhibit 10.4

NEITHER THIS WARRANT NOR THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

FORM OF WARRANT TO PURCHASE COMMON STOCK

OF

PREMIER EXHIBITIONS, INC.

     THIS CERTIFIES THAT, for value received, Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands, having an address at 311 S. Wacker Drive, Suite 925, Chicago, Illinois (the “ Investor ”), is entitled to subscribe for and purchase from Premier Exhibitions, Inc., a Florida corporation, or any successor (the “ Company ”), in whole or in part, at the Warrant Purchase Price (as herein defined), at any time during the period commencing on the Initial Exercise Date (as herein defined) and ending at 5:00 p.m., Eastern time, on the date that is five (5) years after the Effectiveness Date (as herein defined) (the “ Expiration Date ”), up to that number of shares of the fully paid and non-assessable Common Stock (as herein defined) determined by multiplying (i) seven percent (7%) by (ii) the total number of shares of Common Stock into which the outstanding principal amount of the Convertible Note (as herein defined) is, on the Effectiveness Date, convertible, in accordance with the terms thereof (as such number may be adjusted as provided herein, the “ Warrant Shares ”), subject to the provisions and upon the terms and conditions hereinafter set forth in this Warrant and all Warrants issued in exchange, transfer or replacement thereof (“ Warrant ”).

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

     “ Aggregate Number ” shall mean, at any time to be determined, the number of Warrant Shares for which this Warrant may be exercised at such time.

     “ Annual Meeting ” shall mean the annual meeting of shareholders required to be called pursuant to the Note Purchase Agreement.

     “ 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.

     “ Cashless Exercise ” shall have the meaning set forth in Section 2(b) .

     “ Common Stock ” shall mean the common stock, par value $0.0001 per share, of the Company (and any other securities into which or for which the Common Stock may be converted or exchanged pursuant to a dividend, stock split, plan of recapitalization, reorganization, merger, sale of assets or otherwise) into which this Warrant will be exercisable.

     “ Company ” shall have the meaning set forth in the introductory paragraph hereto.

     “ Convertible Note ” shall mean that certain convertible note issued by the Company to Investor in the principal amount set forth on Schedule A to the Note Purchase Agreement.

     “ Effectiveness Date ” shall have the meaning set forth in Section 10 .

     “ Expiration Date ” shall have the meaning set forth in the introductory paragraph hereto.

     “ Fair Market Value ” shall mean, with respect to a share of Common Stock on any date: (i) the fair market value of the outstanding Common Stock over the ten (10) trading days immediately prior to the date of calculation based upon the closing price per share of Common Stock on each such day, as officially reported on the principal national securities exchange on which the Common Stock is then listed or admitted to trading; or (ii) if subsection (i) is not applicable, a market price per share determined in good faith by the Board of Directors of the Company, which shall be deemed to be “Fair Market Value.”

     “ Holder ” shall mean any holder of an interest in the Warrant or the outstanding Warrant Shares who becomes a holder in compliance with Section 3 hereof.

     “ Initial Exercise Date ” shall mean the first Business Day following the Annual Meeting.

     “ Investor ” shall have the meaning set forth in the introductory paragraph hereto.

     “ Note Purchase Agreement ” shall mean that certain Convertible Note Purchase Agreement, dated May 6, 2009, by and between the Company and Investor, pursuant to which Investor will purchase the Convertible Note.

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

     “ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated thereunder as the same shall be in effect at the time.

     “ Stock Combination ” shall have the meaning set forth in Section 5(a)(i) .

     “ Stock Dividend ” shall have the meaning set forth in Section 5(a)(i) .

     “ Stock Subdivision ” shall have the meaning set forth in Section 5(a)(i) .

     “ Transaction ” shall have the meaning set forth in Section 5(b) .

     “ Warrant Purchase Price ” shall mean $0.70 per share, as adjusted as provided herein.

     “ Warrant Register ” shall have the meaning set forth in Section 7 .

     “ Warrant Shares ” shall have the meaning set forth in the preamble.

     2.  Exercise of Warrant .

          (a) If (and only if) the Effectiveness Date has occurred, beginning on the Initial Exercise Date, the rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share of Common Stock), by (A) the delivery of this Warrant, together with a properly completed Notice of Exercise in the form attached hereto, to the principal office of the Company at 3340 Peachtree Road, N. E., Suite 2250, Atlanta, Georgia 30326 (or to such other address as the Company may designate by notice in writing to the Holder) and (B) payment to the Company of the Warrant Purchase Price for the Warrant Shares being purchased (i) by cash or by certified check or bank draft, (ii) as provided in Section 2(b) , or (iii) any combination thereof. In the case of payment of all or a portion of the Warrant Purchase Price pursuant to Section 2(b) , the direction of the Holder to make a Cashless Exercise shall serve as accompanying payment for that portion of the Warrant Purchase Price. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been delivered to the Company and payment made for such shares as aforesaid. Certificates for the shares so purchased shall be delivered to the Holder within ten (10) Business Days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing, and with an Aggregate Number equal to, the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the request of such Holder, appropriate notation may be made on this Warrant and signed by the Company and the same returned to such Holder. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. The Company shall, upon request of the Holder, use its reasonable best efforts to deliver Warrant Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performing similar functions.

          (b) Cashless Exercise . If the resale of the Warrant Shares is not covered by an effective registration statement under the Securities Act, the Holder shall have the right to pay all or a portion of the Warrant Purchase Price by making a “ Cashless Exercise ” pursuant to this
Section 2(b) , in which case (i) shares of the Company’s Common Stock other than the Warrant Shares or (ii) the Warrant Shares to be acquired upon the exercise of this Warrant may be applied

to pay the Warrant Purchase Price in connection with the exercise of this Warrant in whole or in part. Any shares of Common Stock or Warrant Shares transferred to the Company as payment of the Warrant Purchase Price under this Warrant shall be valued at the Fair Market Value of such shares of Common Stock or Warrant Shares. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

          (c) Transfer Restriction Legend . Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise the offer and sale of such Warrant Shares are registered under the Securities Act, shall bear the following legend (and any additional legend required by applicable law or rule) on the face thereof:

THE OFFER AND SALE OF THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER THESE SHARES, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

The provisions of Section 3 shall be binding upon all holders of certificates for Warrant Shares bearing the above legend and shall also be applicable to all holders of this Warrant. The legend endorsed on the certificates for Warrant Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof at such time as the securities evidenced thereby cease to be restricted securities upon the earliest to occur of (i) a registration statement with respect to the resale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, or (ii) the securities shall have been resold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.

          (d) Expenses and Taxes on Exercise . The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of any stock certificates and substitute Warrants pursuant to this Section 2 , except that, in case such stock certificates or Warrants shall be registered in a name or names other than the name of the Holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such stock certificates or Warrants shall be paid by the Holder to the Company at the time the Company delivers such stock certificates or Warrants to the Company for exercise. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

          (e) Company Obligations . The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective

of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

          (f) Automatic Exercise . If (and only if) the Effectiveness Date has occurred, if the Fair Market Value of the Common Stock immediately prior to (but not including) the Expiration Date exceeds the Warrant Purchase Price on the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent previously unexercised) on a “cashless exercise” basis pursuant to Section 2(b) at 5:00 p.m. on the Expiration Date.

     3.  Warrants and Warrant Shares Not Registered; Transferee Restrictions .

          (a) Each Holder, by acceptance thereof, represents and acknowledges that the offer and sale of this Warrant and the Warrant Shares which may be purchased upon exercise of this Warrant are not being registered under the Securities Act, that the issuance of this Warrant and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the initial Holder of this Warrant to the Company that such Holder (i) is acquiring this Warrant for investment purposes for its own account, with no present intention of reselling or otherwise distributing the same in violation of the Securities Act, subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control, (ii) is an “accredited investor” as defined in Regulation D under the Securities Act, and (iii) has such knowledge and experie