Item 1.01. Entry into a Material Definitive Agreement; Item 2.03. Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; and Item 3.02. Unregistered Sales of Equity Securities.
On May 6, 2009, Premier Exhibitions, Inc. (the "Company") entered into a convertible note purchase agreement with Sellers Capital Master Fund, Ltd., the Company's largest shareholder ("Sellers Capital"), which contemplated the sale of the Company's unsecured convertible promissory notes (collectively, the "Notes") in the aggregate principal amount of $12.0 million in two closings. Sellers Capital acquired Notes in the principal amount of $6.0 million on May 11, 2009 and Notes in the principal amount of $5.55 million on June 15, 2009. SAF Capital Fund LLC acquired Notes in the principal amount of $0.45 million on June 15, 2009. The convertible note purchase agreement and forms of financing documents were described in and filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2009.

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