Exhibit 10.1

Execution Version

UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of June 4, 2023 (the “Effective Date”), by and among Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), Odyssey Marine Exploration, Inc. a Nevada corporation (“Odyssey”), and Odyssey Minerals Cayman Limited, a Cayman Islands company (the “Purchaser”). Each of OML, Odyssey and the Purchaser is referred to individually herein as a “Party” and, collectively, as the “Parties.” Certain defined terms used in this Agreement have the meanings set forth or referenced in Section 2.

RECITALS

WHEREAS, OML desires to sell to the Purchaser, and the Purchaser desires to acquire from OML, the Purchased Units (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Purchase and Sale of Membership Interest Units.

1.1 Sale and Issuance of Membership Interest Units.

(a) On the terms and subject to the conditions set forth in this Agreement, Purchaser agrees to purchase and OML agrees to sell and issue to Purchaser an aggregate of 733,497 Membership Interest Units (the “Purchased Units”) for the purchase price of Fifteen Million U.S. Dollars ($15,000,000.00) (the “Purchase Price”) comprising cash and property as set forth in Section 1.2.

(b) On the terms and subject to the conditions set forth in this Agreement, at any time and from time to time on or prior to the Outside Date, Purchaser may purchase, at its election in its sole and absolute discretion, and OML agrees to sell and issue to Purchaser up to an aggregate of 1,466,993 additional Membership Interest Units (the “Optional Units”) upon any such election by Purchaser, at the price of $20.45 (the “Unit Price”) per Membership Interest Unit. If the Purchaser does not purchase all of the Optional Units prior to the Outside Date, the Purchaser may purchase any of such unpurchased Optional Units at the higher of (i) a discount of 10% to the price paid for which OML sold Membership Interest Units in the most recent transaction for Membership Interest Units immediately preceding such discounted purchase of Optional Units or (ii) the Unit Price.

1.2 Closings; Delivery.

(a) The purchase and sale of the Purchased Units shall take place remotely by electronic exchange of executed documents and wire transfer of funds on multiple dates as follows:

(i) The initial closing of the purchase and sale of the Purchased Units (the “Initial Closing”) shall take place on a date to be agreed by the Parties (the “Initial Closing Date”), which Initial Closing Date shall be no later than June 30, 2023 (the “Initial Closing Deadline”). Subject to the terms and conditions of this Agreement, on the Initial Closing Date, the Purchaser shall purchase and OML shall sell and issue to the Purchaser 293,399 of the Purchased Units (the “Initial Purchased Units”), and Odyssey and Purchaser shall pay to OML a portion of the Purchase Price by (A) Purchaser paying One Million U.S. Dollars ($1,000,000.00) to OML; and (B) Odyssey transferring to OML, free and clear of any Encumbrances, 100% of the issued and outstanding equity interests of Odyssey Retriever, Inc., a Nevada corporation (“Retriever”) by delivery of a stock certificate evidencing such equity interests issued by Retriever to OML. One-sixth of the Initial Purchased Units shall be attributable to the cash payment and the remaining five-sixths of the Initial Purchased Units shall be attributable to the transfer of Retriever equity interests;

(ii) On or prior to the three (3) month anniversary of the Initial Closing Date (the “Cutoff Date”), on a date or dates to be agreed by the Parties, the Purchaser shall purchase and OML shall sell and issue to the Purchaser 195,599 of the Purchased Units (the “Additionally Purchased Units”), and Purchaser shall pay to OML a portion of the Purchase Price by paying Four Million U.S. Dollars ($4,000,000.00) to OML; provided, however, that the foregoing payment, and issuance of Additionally Purchased Units, may take place in one or more closings (each, a “Second Closing”) between the Initial Closing Date and the Cutoff Date (for clarity, no Second Closing, and no purchase, sale or issuance of Additionally Purchased Units pursuant to this Agreement, shall take place after the Cutoff Date); and

(iii) A subsequent closing of the purchase and sale of the Purchased Units (the “Subsequent Closing”) shall occur on the earlier of (A) the date that is thirty (30) days after OML notifies Odyssey that it has received, and provides a copy to Odyssey of, the Independent Resource Report, and (B) the date that is the first anniversary of the Initial Closing Date (such closing date, the “Subsequent Closing Date”). Subject to the terms and conditions of this Agreement, on the Subsequent Closing Date, the Purchaser shall purchase and OML shall sell and issue to the Purchaser 244,499 of the Purchased Units (the “Second Installment Units”), and Purchaser shall pay to OML the balance of the Purchase Price in the amount of Five Million U.S. Dollars ($5,000,000.00).

(b) If Purchaser desires to purchase all or any portion of the Optional Units, Purchaser shall deliver a notice (an “Option Notice”) to that effect to Seller. Any Option Notice shall set forth (i) the number of Option Units that Purchaser desires to purchase and (ii) the date (which shall be a Business Day not less than five Business Days after delivery of the Option Notice) on which Purchaser desires to consummate the purchase and sale of such Optional Units. The closing of the purchase and sale of any Optional Units (each such closing, an “Optional Closing”) shall take place remotely by the electronic exchange of executed documents and wire transfer of funds on one or more dates (each, an “Optional Closing Date”). Each Optional Closing Date shall be the Business Day indicated by Purchaser to OML in the Option Notice or such other date as may be agreed by the Parties in writing. On each Optional Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall purchase and OML shall sell and issue to the Purchaser the number of Optional Units indicated by Purchaser in the applicable Option Notice, and Purchaser shall pay to OML an amount equal to the Unit Price multiplied by the number of Optional Units being purchased and sold on such Optional Closing Date (the “Optional Unit Purchase Price”).

(c) At each Closing, (i) OML shall deliver to the Purchaser (A) a certificate representing the Purchased Units or the Optional Units, as applicable, or other evidence of the issuance of such Membership Interest Units to Purchaser in accordance with the Second Amended and Restated Company Agreement, and (B) the other documents contemplated for delivery by OML pursuant to Section 6, and (ii) the Purchaser shall deliver to OML (A) the applicable portion of the Purchase Price or Optional Unit Purchase Price for such Closing by wire transfer of immediately available funds to an account designated in writing by OML to Purchaser, and (B) with respect to the Initial Closing, the Second Amended and Restated Company Agreement duly executed by the Purchaser and the other documents contemplated for delivery by the Purchaser pursuant to Section 7.

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1.3 Certain Adjustments. In the event of changes in the outstanding Membership Interest Units by reason of conversion, redemption, unit dividend, split-up, recapitalization, reclassification, combination or exchange of units, separation, reorganization, liquidation, or the like, the number and class of the Purchased Units and the Optional Units and the Purchase Price and the Unit Price, each as applicable, shall be correspondingly adjusted to give Purchaser, upon the purchase of any Purchased Units or any Optional Units, as applicable, for the same aggregate Purchase Price or Unit Price, as applicable, the total number, class, and kind of Units or other equity securities of OML as Purchaser would have owned had such Purchased Units or any Optional Units been purchased prior to the event and had Purchaser continued to hold such Purchased Units or any Optional Units until after the event requiring adjustment.

1.4 Use of Proceeds. OML shall use the proceeds from the sale of the Purchased Units and the Optional Units for exploration activities in accordance with the Exploration License, including the milestones set forth therein, and for other general corporate purposes in accordance with its budgets prepared pursuant to Section 9.1 of the Second Amended and Restated Company Agreement.

2. Defined Terms. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

(a) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law or in equity.

(b) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director, manager or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

(c) “Authority” means the Cook Islands Seabed Minerals Authority.

(d) “Closing” means the Initial Closing, a Second Closing, the Subsequent Closing, or an Optional Closing, as applicable.

(e) “Code” means the United States Internal Revenue Code of 1986, as amended.

(f) “Company Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any and all such cases that are owned or used by OML or its subsidiaries in the conduct of their business and/or as currently proposed to be conducted.

(g) “Data Room” means the electronic data room containing documents and materials maintained by OML and hosted by SharePoint in connection with the transactions contemplated by this Agreement. Where this Agreement states that documents or materials have been “made available in the Data Room” it means that such documents and materials have been uploaded to the Data Room and are accessible by Odyssey, the Purchaser and their respective employees, agents, consultants, advisors and representatives as of the close of business not less than three (3) Business Days prior to the Effective Date.

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(h) “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

(i) “Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification, and injunctive relief) arising out of, based on or resulting from: (a) the presence, release of, or exposure to, any hazardous materials; or (b) any actual or alleged non-compliance with any Environmental Law.

(j) “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of hazardous substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

(k) “Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law.

(l) “Exploration License” means the exploration license pursuant to and in accordance with the Seabed Minerals Act on February 23, 2022, granting Moana the exclusive rights to explore for polymetallic nodules within the area as specified in the Exploration License, for a period determined by the Minister in accordance with the Seabed Minerals Act, with the ability to apply for successive renewals, and otherwise in the form of the model exploration license set forth in Schedule 8 of the Exploration Regulations, without any conditions or restrictions other than such conditions or restrictions reasonably acceptable to the Purchaser acting in good faith, including all documents filed in connection with the application for the Exploration License.

(m) “Equipment Lease Agreement” means the Equipment Lease Agreement dated as of April 4, 2023, by and between Retriever and Odyssey Acquisition Holdings LLC, as amended by the Amendment No. 1 to Equipment Lease Agreement, dated as of May 17, 2023, by and between Odyssey Retriever, Inc. and Odyssey Acquisition Holdings LLC.

(n) “Exploration Regulations” means the Cook Islands Seabed Minerals (Exploration) Regulations 2020.

(o) “FCPA” means the United States Foreign Corrupt Practices Act of 1977, as amended.

(p) “GAAP” means United States generally accepted accounting principles in effect from time to time.

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(q) “Government Official” means (i) any elected or appointed official (whether in the military, executive, legislative, or judicial branches of government) of a local, state, provincial, regional or national government (or of any department or agency of those types of government bodies), (ii) any government employee, part-time or full-time government worker, or anyone “acting in an official capacity” (i.e., acting under a delegation of authority from a government to carry out government responsibilities), (iii) any political party member, political party official, or candidate for political office, (iv) any official or employee of a public international organization such as the World Bank or United Nations, or of any department or agency of those types of organizations, or (v) any official, representative, or employee of a company that is under even partial ownership or control by a government.

(r) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Governmental Authority.

(s) “IFRS” means International Financial Reporting Standards, as in effect from time to time applied on a consistent basis.

(t) “Independent Resource Report” means a report issued in compliance with the Australian Code for Reporting Exploration Results and certified by an independent qualified person or company for an “indicated” resource estimate for the “area” defined in the Exploration License derived from samples collected through execution of the workplan defined in the Exploration License.

(u) “International Anti-Corruption Laws” means all applicable United States, United Kingdom, European Union and other applicable jurisdictions’ anti-bribery, anti-corruption, and anti-money laundering laws, including the FCPA.

(v) “International Trade Laws” means all applicable United States, United Kingdom, European Union and other applicable jurisdictions’ economic sanctions, export control, and import and customs laws.

(w) “Knowledge” including the phrase “to OML’s knowledge”, means the actual knowledge after reasonable investigation and assuming such knowledge as the individual would have as a result of the reasonable performance of his or her duties in the ordinary course of Hans Smit, John Halkyard, David Huber, David Keddington, Karl Winter, Laurie Meyer, Gary van Eck, and Bill McMahon.

(x) “Licensed Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing in which OML holds exclusive or non-exclusive rights or interests granted by license from other Persons, and in any and all such cases that used by OML or its subsidiaries in the conduct of their business and/or as currently proposed to be conducted.

(y) “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that has, or could reasonably be expected to have, either individually or in the aggregate with all other events, occurrences, facts, conditions, changes or effects, a material adverse effect on the business, assets (including intangible assets), liabilities, condition (financial or otherwise), property or results of operations of OML and its subsidiaries taken as a whole, or the ability of OML to consummate timely the transactions contemplated by this Agreement, but shall exclude any event, occurrence, fact, condition, change or effect, resulting from: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which OML operates; (iii) any changes in financial, banking or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action taken (or omitted to be taken) at the written request of the Purchaser; (vi) any changes in applicable Laws or accounting rules; (viii) the public announcement of the transactions contemplated by this Agreement; or (ix) any failure by OML to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided, however, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv) and (vi) any such event, occurrence, fact, condition, change or effect shall not be excluded to the extent that it has or would reasonably be expected to have a disproportionate adverse effect on the business, financial condition or results of operations of OML and its subsidiaries, taken as a whole, relative to that of other companies operating in the same industries in which OML operates.

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(z) “Membership Interests” means the membership interest of a Member in OML, including the right to any and all benefits to which such Member may be entitled in accordance with the LLC Agreement prior to the Initial Closing Date and the Second Amended and Restated Company Agreement , and any obligations of such Member with respect to OML as provided by the Second Amended and Restated Company Agreement or the Limited Liability Companies Act (as revised) of the Cayman Islands.

(aa) “Membership Interest Units” means Units (as that term is defined in the Second Amended and Restated Company Agreement).

(bb) “Minister” means the responsible Minister under the Seabed Minerals Act.

(cc) “Moana” means Moana Minerals Limited, a Cook Islands registered company.

(dd) “Odyssey Contribution Agreement” means the Contribution Agreement to be entered into on the Initial Closing Date between Odyssey, the Purchaser and OML in the form annexed hereto as Exhibit B.

(ee) “Odyssey Equity Exchange Agreement” means the Equity Exchange Agreement to be entered into on the Initial Closing Date between Odyssey and each of the Members in the form annexed hereto as Exhibit C.

(ff) “OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

(gg) “Outside Date” means the eighteen-month anniversary of the Initial Closing Date.

(hh) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(ii) “Restricted Country” means any country or geographic region subject to comprehensive sanctions administered by OFAC or the European Union.

(jj) “Restricted Party” means any Person (i) included on one or more Restricted Party Lists, (ii) owned by or acting on behalf of a Person included on one or more Restricted Party Lists.

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(kk) “Restricted Party List” includes (i) the list of sanctioned entities maintained by the United Nations, (ii) the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List, all administered by OFAC, (iii) the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce, (iv) the consolidated list of Persons, Groups and Entities subject to European Union Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy, and (v) similar lists of restricted parties maintained by other applicable governments.

(ll) “Right” means any options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other right, however denominated, to subscribe for, purchase or otherwise acquire any equity interest or other security of any class of OML or any OML Subsidiary, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency.

(mm) “Seabed Minerals Act” means the Cook Islands Seabed Minerals Act 2019, as amended, and all regulations promulgated thereunder, including the Exploration Regulations.

(nn) “Second Amended and Restated Company Agreement” means the Second Amended and Restated Limited Liability Company Agreement of OML to be entered into on the Initial Closing Date in the form annexed hereto as Exhibit A.

(oo) “Securities Act” means the Securities Act of 1933, as amended, of the United States and the rules and regulations promulgated thereunder.

(pp) “Transaction Agreements” means this Agreement and the Second Amended and Restated Company Agreement.

3. Representations and Warranties of OML. OML hereby represents and warrants to Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit D, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the Effective Date. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Section 3, and the disclosures in any section of the Disclosure Schedule shall qualify other sections in this Section 3 only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections.

3.1 Organization, Good Standing, Limited Liability Company Power and Qualification. OML is a limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite limited liability company power and authority to carry on its business as now conducted and as presently proposed to be conducted. OML is duly qualified to transact business and is in good standing in each jurisdiction in which it does business.

3.2 Capitalization.

(a) The authorized capital of OML consists, immediately prior to the Initial Closing, solely of 10,000,000 Membership Interest Units, 4,028,307 of which are issued and outstanding immediately prior to the Initial Closing. All of the outstanding Membership Interest Units have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. No other class of member interest units has been authorized.

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(b) OML has reserved 255,727 Membership Interest Units for issuance to officers, managers, employees and consultants pursuant to the Ocean Minerals, LLC Unit Option Plan duly adopted by the Board of Managers of OML (the “OML Option Plan”). Of such reserved Membership Interest Units, options to purchase 246,342 Membership Interest Units have been granted and are currently outstanding, and 9,385 Membership Interest Units remain available for issuance to officers, managers, employees and consultants pursuant to the OML Option Plan. OML has made available to Purchaser complete and accurate copies of the OML Option Plan and each option award agreement pursuant to which such options were issued thereunder. Warrants to acquire 102,000 Membership Interest Units from OML are issued and outstanding and OML has made available to Purchaser complete and accurate copies of each agreement pursuant to which such warrants were issued.

(c) Section 3.2(c) of the Disclosure Schedule sets forth the capitalization of OML, including the number of Membership Interest Units and the record and beneficial holders thereof of the following: (i) issued and outstanding Membership Interest Units, including, with respect to restricted Membership Interest Units, vesting schedule and repurchase price; (ii) outstanding Membership Interest Unit options, including vesting schedule and exercise price; (iii) Membership Interest Units reserved for future award grants under the OML Option Plan; and (iv) outstanding Warrants. Except for the Membership Interest Units and Rights described in Section 10.2(b) of this Agreement and Section 3.2(c) of the Disclosure Schedule, there are no outstanding Rights with respect to any Membership Interest Units or other equity interest or other security of any class of OML.

(d) None of OML’s Membership Interest Unit purchase agreements or OML Membership Interest Unit option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including, without limitation, in the case where the OML Option Plan is not assumed in an acquisition. OML has never adjusted or amended the exercise price of any OML Membership Interest Unit options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Second Amended and Restated Company Agreement, OML has no obligation (contingent or otherwise) to purchase or redeem any of its Membership Interest Units.

(e) To OML’s knowledge, any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which OML makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To OML’s knowledge, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.

(f) OML has obtained valid waivers of any Rights by other parties to purchase any of the Membership Interest Units covered by this Agreement.

3.3 Subsidiaries.

(a) Other than the entities set forth in Section 3.3(a) of the Disclosure Schedule (each, an “OML Subsidiary”), OML does not own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. OML is not a participant in any joint venture, partnership or similar arrangement.

(b) Section 3.3(b) of the Disclosure Schedule sets out the form of entity and jurisdiction of incorporation or organization for each OML Subsidiary. Each of the OML Subsidiaries is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation. Each OML Subsidiary has all requisite company power and authority to carry on its business as now conducted and as presently proposed to be conducted. Each OML Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

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Except as set forth in Section 3.3(b) of the Disclosure Schedule, all of the outstanding equity securities of each of the OML Subsidiaries are owned beneficially and of record by OML, free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever, and there are no outstanding Rights with respect to any equity interest or other security of any class of any OML Subsidiary.

3.4 Authorization. All company action required to be taken by OML’s Board of Managers and members in order to authorize OML to enter into the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement and to perform its obligations thereunder has been taken. All action on the part of the officers of OML necessary for the execution and delivery of the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement, the performance of all of its obligations thereunder, and the issuance and delivery of the Purchased Units and Optional Units has been taken. The Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement, when executed and delivered by OML, shall constitute valid and legally binding obligations of OML, enforceable against OML in accordance with their respective terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.5 Valid Issuance of Purchased Units and Optional Units. The Purchased Units and the Optional Units, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in Section 4 of this Agreement, the Purchased Units and the Optional Units will be issued in compliance with all applicable federal and state securities laws.

3.6 Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in Section 4 of this Agreement, and except as set forth on Section 3.6 of the Disclosure Schedule, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or other governmental authority is required on the part of OML in connection with the consummation of the transactions contemplated by this Agreement other than approval by the Seabed Mineral Authority of the Cook Islands.

3.7 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to OML’s knowledge, currently threatened in writing (i) against OML or any OML Subsidiary, or any officer, manager or director of OML or an OML Subsidiary arising out of their employment or board relationship with OML or applicable OML Subsidiary or (ii) that questions the validity of the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement or the right of OML to enter into them, or to consummate the transactions contemplated thereby. Neither OML nor, to OML’s knowledge, any OML Subsidiary, or any of OML or OML Subsidiary’s officers, managers or directors is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, managers or directors, such as would adversely affect OML). There is no action, suit, proceeding or investigation by OML or an OML Subsidiary pending or which OML or an OML Subsidiary intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to OML or an OML Subsidiary) involving the prior employment of any of OML’s or its Subsidiaries’ employees, their services provided in connection with OML’s or OML’s Subsidiaries’ business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

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3.8 Compliance with Other Instruments. OML is not in violation or default (i) of any provisions of its certificate of formation, limited liability company agreement, bylaws or other applicable charter or organizational documents, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) of any provision of law, statute, rule or regulation applicable to OML, the violation of which would be materially adverse to OML. The execution, delivery and performance of the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement and the consummation of the transactions contemplated thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of OML or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to OML or any OML Subsidiary.

3.9 Agreements; Actions.

(a) Except for the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement and the debt for which OML is a guarantor as described in Section 3.9(c), there are no agreements, understandings, instruments, contracts or proposed transactions to which OML is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, OML in excess of $250,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from OML, (iii) the grant of rights to manufacture, supply, service or operate any vessel or other equipment in connection with the exploration, development or extraction of offshore mineral resources, or (iv) indemnification by OML with respect to infringements of proprietary rights.

(b) OML has not (i) declared or paid any distributions, or authorized or made any distribution upon or with respect to any of its equity securities, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $250,000 or in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business. For the purposes of (a) and (b) of this Section 3.9, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons OML has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such section.

(c) Kiva Marine Limited, a wholly owned subsidiary of OML, entered into a loan agreement of $4,500,000 with Transocean Mineral Holdings (“Transocean”) on August 1, 2022. The proceeds of the loan were used to purchase and update the Anuanua Moana vessel for use in executing the exploration campaign in furtherance of the Exploration License. The terms of the loan provide for a maturity date of December 31, 2023. The loan is secured by a lien on the vessel and contains an option to convert into equity.

(d) OML has not received notice of a default and is not in default under, or with respect to, or in breach of, any material contractual obligation nor does any condition exist that with notice or lapse of time or both would constitute a default or breach thereunder. All Contracts are valid, subsisting, in full force and effect and binding upon OML and the other parties thereto, and OML has paid in full or accrued all amounts due thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder, except to the extent that the failure of any such payment or liability would not have a Material Adverse Effect.

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To OML’s knowledge, no other party to any such Contract is in default or breach thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default or breach by such other party thereunder, except, to the extent that such default or breach would not have a Material Adverse Effect.

3.10 Certain Transactions.

(a) Other than (i) standard employee benefits generally made available to all employees, standard employee offer letters and standard confidentiality agreements, (ii) standard director and officer indemnification agreements approved by the Board of Managers and made available in the Data Room, (iii) Professional Services Agreements with consultants providing services to OML approved by the Board of managers and made available in the Data Room (iv) the purchase of Membership Interest Units and the issuance of options to purchase Membership Interest Units, in each instance, approved in the written minutes of the Board of Managers made available in the Data Room, and (v) the Transaction Agreements, there are no agreements, understandings or proposed transactions between OML and any of its officers, managers, directors, employees or consultants, or any Affiliate thereof.

(b) OML is not indebted, directly or indirectly, to any of its managers, directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. To OML’s knowledge, none of OML’s managers, directors, officers, employees, consultants who are also members of OML, or any members of any such person’s immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to OML or, have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of OML’s customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct or indirect ownership interest in any firm or corporation with which OML is affiliated or with which OML has a business relationship (other than the ownership interest of certain members of OML in Deep Reach Technology, Inc.), or any firm or corporation which competes with OML (collectively “Conflict of Interest”); provided, however, that the ownership by any managers, directors, officers or employees of OML, or members of the immediate family of any of the foregoing of (x) not more than two percent (2%) of the outstanding capital stock of publicly traded companies that may compete with OML, or (y) a financial interest in any contract with OML shall not be deemed a Conflict of Interest.

3.11 Rights of Registration and Voting Rights. OML is not under any obligation to register under the Securities Act or similar law of any other jurisdiction any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To OML’s knowledge, no member of OML has entered into any agreements with respect to the voting of Membership Interest Units or other equity securities of OML.

3.12 Tax Matters.

(a) OML has filed, or caused to be filed on its behalf, on a timely basis all income tax returns and all material non-income tax returns required to be filed by it (after giving effect to any extensions that have been requested by, and granted to such Person by the applicable taxing authority) and all such tax returns were true, correct and complete in all material respects. OML has paid or caused to be paid on its behalf all income taxes and all material non-income taxes required to be paid by it. OML (i) has not executed or granted any waiver or agreed to any extension with respect to any statute of limitations on the assessment or collection of any material tax and (ii) does not have any power of attorney in effect with respect to any taxes.

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(b) OML has withheld all material taxes from payments to any applicable Person and timely paid such taxes to the appropriate taxing authority in compliance with all applicable laws.

(c) OML has not applied to any taxing authority for any tax ruling, including any application for a private letter ruling that has been withdrawn.

(d) No taxing authority has asserted any deficiency or assessment, or proposed any adjustment, of any material taxes against OML that has not been fully resolved. No claim has been made in writing by any taxing authority in a jurisdiction where OML does not file tax returns that OML is or may be subject to taxation by that jurisdiction.

(e) OML has not participated in any “reportable transaction” within the meaning of Section 1.6011-4(b) of the income tax regulations promulgated under the Code.

(f) On February 26, 2022, OML made a valid election on U.S. Internal Revenue Service Form 8832 to be classified as a disregarded entity for U.S. federal income tax purposes, effective December 23, 2021. From December 23, 2021, until January 1, 2022 (the “Unit Exchange Date”), OML was classified as a disregarded entity for U.S. federal income tax purposes. At all times since the Unit Exchange Date, OML has been classified as a partnership for U.S. federal income tax purposes.

(g) OML has provided Purchaser with true, correct and complete copies of any and all opinions, memoranda, or slide decks it has obtained from its advisors regarding tax planning or tax exposure matters of, or with respect to, OML.

3.13 Company Documents. The certificate of registration and limited liability company agreement of OML (and each other applicable charter or organizational documents in the case of each OML Subsidiary) are in the form made available in the Data Room. The copy of the minute books of OML made available in the Data Room contains minutes of all meetings of managers, directors and members and all actions by written consent without a meeting by the managers, directors and members since the date of formation and accurately reflects in all material respects all actions by the managers, directors (and any committee of managers and directors) and members.

3.14 International Anti-Corruption and International Trade Laws. OML, its personnel and anyone acting on behalf of OML, have at all times (i) refrained from engaging, directly or indirectly, in unethical and/or illegal conduct, including corruption, extortion, money-laundering, tax evasion fraud and embezzlement and (ii) complied with all applicable International Anti-Corruption and International Trade Laws. OML has not, directly or indirectly, promised, offered, or given any financial or other direct or indirect benefit to anyone to secure an improper advantage, including by influencing an act, omission or decision of a Government Official. To OML’s knowledge, there has been no violation of International Anti-Corruption or International Trade Laws. OML further represents that it has maintained, and has caused each of OML Subsidiary and each of its Affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies to ensure compliance with International Anti-Corruption and International Trade Laws and to ensure that all books and records of OML accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. Neither OML nor any of its officers, managers or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to International Anti-Corruption or International Trade Laws.

3.15 Government Official Ownership. No Government Official (i) directly or indirectly owns any equity or other interest in OML (including, but not limited to, debt that is convertible into equity, call rights, or employment or other agreements that provide for compensation in equity), or (ii) serves as a director, officer, agent, or other representative of OML.

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3.16 Export Control Laws. OML has conducted all export transactions in accordance with applicable provisions of United States export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, the United States Foreign Investment Risk Review Modernization Act of 2018 and the regulations administered OFAC, and the export control laws and regulations of any other applicable jurisdiction. Without limiting the foregoing: (a) OML has obtained all export licenses and other approvals, timely filed all required filings and has assigned the appropriate export classifications to all products, in each case as required for its exports of products, software and technologies from the United States and any other applicable jurisdiction; (b) OML is in compliance with the terms of all applicable export licenses, classifications, filing requirements or other approvals; (c) there are no pending or, to OML’s knowledge, threatened claims against OML with respect to such exports, classifications, required filings or other approvals; (d) there are no pending investigations related to OML’s exports; and (e) there are no actions, conditions, or circumstances pertaining to OML’s export transactions that would reasonably be expected to give rise to any material future claims. Neither OML nor any OML Subsidiary, nor any of OML’s or any OML Subsidiary’s respective Affiliates, managers, directors, officers, members, stockholders, employees, or, to OML’s knowledge, agents, has been (i) added to any Restricted Party List, (ii) debarred or otherwise excluded or declared ineligible to participate in government agreements, grants, or other programs financed in whole or in part by any United States federal government entity, or (iii) under investigation by any government agency or organization relating to potential violations of applicable laws. OML has not engaged in any business with or in, provided any services to or in, or used any funds to contribute to or finance the activities of or in, any Restricted Party.

3.17 Financial Statements. Complete copies of OML’s unaudited consolidated financial statements, consisting of the balance sheet of OML as at December 31 in each of the years 2021 and 2022, and the related statements of income and retained earnings, members’ equity, and cash flow for the years then ended (the “Annual Financial Statements”), and unaudited financial statements consisting of the balance sheet of OML as at March 31, 2023 and the related statements of income and retained earnings, members’ equity, and cash flow for the three-month period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”) have been made available in the Data Room. The Financial Statements for OML and Moana Minerals Inc. have been prepared in accordance with GAAP and the Financial Statements of each OML Subsidiary formed in the Cook Islands have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of OML, and fairly present in all material respects the financial condition of OML as of the respective dates they were prepared and the results of the operations of OML for the periods indicated. The unaudited balance sheet of OML as of December 31, 2022, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.” OML maintains a standard system of accounting established and administered in accordance with GAAP.

3.18 Undisclosed Liabilities. Except as set forth in Section 3.18 of the Disclosure Schedule, OML has no liabilities, obligations, or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, except (a) those that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those that have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

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3.19 Absence of Certain Changes, Events, and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice or as set forth in Section 3.19 of the Disclosure Schedules, there has not been, with respect to OML, any event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.20 Intellectual Property.

(a) Section 3.20(a) of the Disclosure Schedules lists all Company Intellectual Property that is either (i) subject to any issuance, registration, application, or other filing by, to, or with any Governmental Office or authorized private registrar in any jurisdiction (collectively, “Intellectual Property Registrations”), including registered trademarks, domain names, and copyrights, issued and reissued patents, and pending applications for any of the foregoing; or (ii) used in or necessary for OML’s current or planned business or operations. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing.

(b) OML owns, exclusively or jointly with other Persons, all right, title, and interest in and to the Company Intellectual Property, free and clear of Encumbrances. The Company is in full compliance with all legal requirements applicable to the Company Intellectual Property and OML’s ownership and use thereof.

(c) Section 3.20(c) of the Disclosure Schedules lists all licenses, sublicenses, and other agreements whereby OML is granted rights, interests, and authority, whether on an exclusive or non-exclusive basis, with respect to any Licensed Intellectual Property that is used in or necessary for OML’s current or planned business or operations. All such agreements are valid, binding, and enforceable between OML and the other parties thereto, and OML and such other parties are in full compliance with the terms and conditions of such agreements.

(d) The Company Intellectual Property and Licensed Intellectual Property as currently or formerly owned, licensed, or used by OML or proposed to be used, and OML’s conduct of its business as currently and formerly conducted and proposed to be conducted have not, do not, and will not infringe, violate, or misappropriate the intellectual property of any Person. The Company has not received any communication, and no Action has been instituted, settled or, to ONL’s knowledge, threatened that alleges any such infringement, violation, or misappropriation, and none of the Company Intellectual Property are subject to any outstanding Governmental Order.

(e) Section 3.20(e) of the Disclosure Schedules lists all licenses, sublicenses, and other agreements pursuant to which OML grants rights or authority to any Person with respect to any Company Intellectual Property or Licensed Intellectual Property. All such agreements are valid, binding, and enforceable between OML and the other parties thereto, and OML and such other parties are in full compliance with the terms and conditions of such agreements. No Person has infringed, violated, or misappropriated, or is infringing, violating, or misappropriating, any Company Intellectual Property.

3.21 Exploration License. The Exploration License is valid and in full force and effect. All fees and charges with respect to such Exploration License as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation of the Exploration License.

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3.22 Environmental Matters. The Company is currently and has been in compliance with all Environmental Laws and has not received from any Person any: (a) Environmental Notice or Environmental Claim; or (b) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

3.23 Compliance with Laws. The Company has complied, and is now complying, with all Laws applicable to it or its business, properties, or assets.

3.24 Full Disclosure. No representation or warranty by OML in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. To OML’s knowledge, there is no event or circumstance that OML has not disclosed to the Purchaser which could reasonably be expected to have a Material Adverse Effect.

4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to OML that the following representations are true and complete as of the date of the Closing:

4.1 Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement. The Transaction Agreements to which the Purchaser is a party, , the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Purchaser’s knowledge, currently threatened in writing (i) against the Purchaser, or (ii) that questions the validity of the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement or the right of the Purchaser to enter into them, or to consummate the transactions contemplated thereby.

4.3 Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to OML, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Purchased Units will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Purchased Units.

4.4 Disclosure of Information. The Purchaser has had an opportunity to discuss OML’s business, management, financial affairs and the terms and conditions of the offering of the Purchased Units with OML’s management and has had an opportunity to review OML’s facilities. The foregoing, however, does not limit or modify the representations and warranties of OML in Section 3 of this Agreement or the right of the Purchaser to rely thereon.

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4.5 Restricted Securities. The Purchaser understands that the Purchased Units have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Purchased Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Purchased Units indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that OML does not have any obligation to register or qualify the Purchased Units for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Units, and on requirements relating to OML which are outside of the Purchaser’s control, and which OML is not under any obligation and may not be able to satisfy. The Purchaser understands that this offering is not intended to be part of the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.

4.6 No Public Market. The Purchaser understands that no public market now exists for the Membership Interest Units, and that OML has not made any assurances that a public market will ever exist for the Membership Interest Units.

4.7 Legends. The Purchaser understands that the Purchased Units may be notated with one or all of the following legends:

“THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(a) Any legend set forth in, or required by, the other Transaction Agreements.

(b) Any legend required by the securities laws of any jurisdiction to the extent such laws are applicable to the Purchased Units represented by the certificate, instrument, or book entry so legended.

4.8 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.9 No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders, members or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Purchased Units.

4.10 Cook Islands. Neither the Purchaser nor its Affiliates is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality in the Cook Islands and there are no agreements, understandings, instruments, contracts or proposed transactions to which the Purchaser or any of its Affiliates is a party or by which it or they are bound that involve, or are related to, the Cook Islands, other than the equity ownership by an Affiliate of Purchaser in CIC Limited, a services agreement between an Affiliate of Purchaser and CIC Limited, and various agreements and arrangements relating to the foregoing between an Affiliate of Purchaser and CIC Limited in effect from time to time.

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4.11 Laws; International Anti-Corruption and International Trade Laws. Each of the Purchaser and its Affiliates is and has been in material compliance with all laws, statutes, rules or regulations applicable to the Purchaser or its Affiliates. The Purchaser, its Affiliates, and its and their personnel and anyone acting on behalf of the Purchaser or such Affiliates, have at all times (i) refrained from engaging, directly or indirectly, in unethical and/or illegal conduct, including corruption, extortion, money-laundering, tax evasion fraud and embezzlement and (ii) complied with all applicable International Anti-Corruption and International Trade Laws. The Purchaser and its Affiliates have not, directly or indirectly, promised, offered, or given any financial or other direct or indirect benefit to anyone to secure an improper advantage, including by influencing an act, omission or decision of a Government Official. Neither the Purchaser, its Affiliates nor any of its or their officers, managers or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to International Anti-Corruption or International Trade Laws.

4.12 Exculpation of the Purchaser. The Purchaser acknowledges that it is not relying upon any Person, other than OML and its officers, managers and directors, in making its investment or decision to invest in OML.

4.13 Brokers or Finders. Neither the Purchaser, nor any Person acting on behalf of the Purchaser, has incurred any liability to pay any fees or commissions to any broker, finder or agent or any other similar payment in connection with this Agreement or any of the transactions contemplated hereby.

4.14 Odyssey Retriever, Inc. Retriever has no assets other than its rights under the Equipment Lease Agreement and, to the knowledge of Odyssey, no liabilities (contingent or otherwise) other than its express liabilities under the Equipment Lease Agreement. All of the issued and outstanding equity interests of Retriever are held by Odyssey, and all of such equity interests are duly authorized, validly issued, fully paid and non-assessable and are not subject to any preemptive rights created by statute, Retriever’s organizational documents or any agreement to which Retriever is a party or bound. Other than by virtue of this Agreement, neither Odyssey nor Retriever has entered into any contract or commitment to issue any equity interests in Retriever to any third party.

5. Covenants.

5.1 Access. Until the Subsequent Closing and upon reasonable advance notice from the Purchaser, OML shall, and shall cause each OML Subsidiary to, allow Odyssey, the Purchaser and their respective directors, officers, employees, agents, consultants and other advisors and representatives reasonable access during normal business hours to, and furnish them with all documents, records, work papers and information with respect to, all of the properties, assets, personnel, books, Contracts, Permits, reports and records relating to OML, and the OML Subsidiaries as Odyssey or the Purchaser may reasonably request.

5.2 Operation of the Business of OML and the OML Subsidiaries.

(a) Until the Initial Closing, except as expressly consented to by the Purchaser in writing, OML shall, and shall cause each OML Subsidiary to:

(i) conduct its business only in the ordinary course of business consistent with past practice; and (ii) reasonably cooperate and confer with the Purchaser concerning matters of a material nature and otherwise report periodically to the Purchaser concerning the status of its business, operations and finances, and consider in good faith the Purchaser’s recommendations with respect to such matters.

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(b) Until the Second Closing, except as expressly permitted by this Agreement or as otherwise expressly consented to by the Purchaser in writing, OML shall not and shall cause the OML Subsidiaries not to:

(i) issue or authorize the issuance of any Membership Interest Units, Rights, or other equity interests or securities in exchange for net proceeds or property with a value in excess of $5,000,000.00, other than pursuant to the Transocean Contribution Agreement (as defined in the Second Amended and Restated Company Agreement) and awards of options in accordance with the OML Option Plan;

(ii) institute, adopt or materially amend (or commit to institute, adopt or materially amend), except for amendments required by applicable law, any compensation or benefit plan, policy, program or arrangement applicable to any of its employees, officers, managers, directors or consultants involving the grant, award, sale or other issuance of Membership Interest Units, Rights, or other equity interests or securities;

(iii) amend or authorize the amendment of its certificate of formation, limited liability company agreement, bylaws or other applicable charter or organizational documents; or

(iv) agree, whether in writing or otherwise, or commit to take or refrain from taking any action that is inconsistent with this Section 5.2.

5.3 Efforts to Consummate.

(a) Subject to the terms and conditions of this Agreement, OML and the Purchaser shall use their respective reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, to (i) obtain all authorizations, approvals, permits or waivers from, give all notices to, and make all filings with, all governmental authorities and regulatory bodies that are required under any law, statute, rule or regulation, (ii) obtain all other authorizations, approvals, consents or waivers from, and give all other notices to, all other Persons, (iii) effect all necessary registrations and filings including filings and submissions of information requested or required by any governmental authority or regulatory body that are deemed by OML to be applicable to the transactions contemplated by this Agreement that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (iv) fulfill all conditions to this Agreement.

(b) OML shall, and shall cause each OML Subsidiary to, perform all activities necessary under and in compliance with the Exploration License and satisfy all terms and conditions thereof in order to, and shall, apply for a mining license as promptly as practicable in accordance with the Seabed Minerals Act and the Exploration Regulations to mine polymetallic nodules in the areas within the Exploration License.

5.4 Notification. Until the Subsequent Closing, OML shall give prompt notice to the Purchaser of (a) any fact, circumstance, event or action, the existence, occurrence or taking of which would reasonably be expected to cause any representation or warranty of OML in this Agreement to be untrue or inaccurate in any material respect, and any potential or actual violation of International Anti-Corruption or International Trade Laws, (b) any failure to comply with or satisfy any covenant or agreement of OML under this Agreement, and (c) the failure of any condition precedent to the Purchaser’s obligations under this Agreement.

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5.5 Public Announcement. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement shall be issued at such time and in such manner as the Parties may mutually agree unless such announcement is required by applicable law or the rules and regulation of any securities exchange. The Purchaser and OML shall mutually agree with each other concerning the means by which OML’s employees, suppliers and others having dealings with OML or any OML Subsidiary will be informed of the transactions contemplated by this Agreement, and the Purchaser has the right to be present for any such communication.

5.6 Further Assurances. Subject to the other express provisions of this Agreement, upon the request of a Party made to another Party, the other Party shall (a) furnish to the requesting Party any additional information, (b) execute and deliver, at its own expense, any other documents and (c) take any other actions as the requesting Party may reasonably require to more effectively carry out the intent of this Agreement and the transactions contemplated by this Agreement.

5.7 Equipment Lease Agreement. Odyssey shall (a) timely make all Rent (as defined in the Equipment Lease Agreement) payments on behalf of Retriever and (b) on or before the expiration of the Term (as defined in the Equipment Lease Agreement), pay to OAH (as defined in the Equipment Lease Agreement) the Option Exercise Price (as defined in the Equipment Lease Agreement), each in accordance with the terms of the Equipment Lease Agreement (the payments set forth in (a) and (b), the “Lease Payments”). Notwithstanding the foregoing, Odyssey shall not (x) be obligated to pay the Option Exercise Price prior to the expiration of the Term or upon delivery by Retriever of an Early Exercise Notice (as defined in the Equipment Lease Agreement) without Odyssey’s express prior written consent in its sole and absolute discretion, or (y) be liable for any of the obligations of Retriever under the Equipment Lease Agreement other than expressly set forth herein. In the event that OAH terminates the Equipment Lease Agreement due to Odyssey’s failure to fulfill timely make any Rent or Operation Exercise Price payments and does not transfer good and marketable title to the Equipment (as defined in the Equipment Lease Agreement) to Retriever upon such termination, then all of the Initial Purchased Units issued by OML to the Purchaser at the Initial Closing in respect of the Purchaser’s transfer to OML of its equity interests in Retriever, shall be automatically redeemed by OML upon written notice with no payment required therefor by OML. In addition, Odyssey and Purchaser will jointly and severally indemnify, defend, and hold harmless OML from and against any liabilities, claims, losses, or expenses arising from any liabilities or obligations of Retriever or relating thereto to the extent such liabilities arise from facts or circumstances existing prior to the Initial Closing.

6. Conditions to the Purchaser’s Obligations at Closing. The obligations of the Purchaser to purchase the Purchased Units or the Optional Units at Closing are subject to the fulfillment, on or before the applicable Closing, of each of the following conditions, unless otherwise waived (in whole or in part) by the Purchaser:

6.1 Representations and Warranties. The representations and warranties of OML contained in Section 3 shall be true and correct in all material respects as of the date of each Closing as if made at and as of such time (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period), with materiality being measured individually and on an aggregate basis with respect to any breaches or inaccuracies; provided that the representations and warranties set forth in Sections 3.1 (Organization, Good Standing, Limited Liability Company Power and Qualification), 3.2 (Capitalization), 3.3 (Subsidiaries), 3.4 (Authorization), 3.5 (Valid Issuance of Purchased Units), 3.6 (Governmental Consents and Filings), 3.8 (Compliance with Other Instruments), 3.11 (Rights of Registration and Voting Rights), and 3.13 (Company Documents) and any representation or warranty of OML that is qualified as to materiality, “Material Adverse Effect” or similar qualification shall be true and correct in all respects as of the Closing as if made at and as of such time (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period).

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6.2 Performance. OML shall have in all material respects performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by OML on or before the Closing (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants, agreements, obligations and conditions).

6.3 Compliance Certificate. OML shall deliver to the Purchaser at the Closing a certificate certifying that the conditions specified in Sections 6.1 and 6.2 have been fulfilled.

6.4 Qualifications. All authorizations, approvals or permits, if any, (a) of any governmental authority or regulatory body of the Cayman Islands that are required in connection with the lawful issuance and sale of the Purchased Units or Optional Units, and (b) of the Authority, each as applicable, pursuant to this Agreement shall be obtained and effective as of such Closing.

6.5 Board of Managers. As of the Closing, the size and composition of the Board of Managers shall comply in all respects with the terms of the Second Amended and Restated Company Agreement.

6.6 Second Amended and Restated Company Agreement. OML shall have duly adopted, and the Purchaser and the other requisite members of OML named as parties thereto shall have executed and delivered, the Second Amended and Restated Company Agreement, which shall continue to be in full force and effect, and OML shall continue to be in full compliance thereof, as of the Closing.

6.7 Secretary’s Certificate. The Secretary of OML shall have delivered to the Purchaser at the Closing a certificate certifying (i) the Certificate of Formation and Second Amended and Restated Company Agreement as in effect at the Closing, (ii) resolutions of the Board of Managers of OML approving the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement and the transactions contemplated thereunder, and (iii) resolutions of the members of OML approving the Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement.

6.8 Proceedings and Documents. All limited liability company and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

6.9 Exploration License. The Exploration License shall be in full force and effect, and OML shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the foregoing.

6.10 Odyssey Agreements. OML shall have delivered to Purchaser the fully executed Odyssey Contribution Agreement.

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6.11 Equity Issuances. OML shall not have issued or authorized the issuance of any Membership Interest Units, Rights, or other equity interests or securities in exchange for net proceeds or property with a value in excess of $5,000,000.00, other than pursuant to the Transocean Contribution Agreement and awards of options in accordance with the OML Option Plan.

6.12 Odyssey Investment. Odyssey shall have received, following the Effective Date and on or prior to the Cutoff Date, proceeds from a new debt or equity offering in the amount of at least $5,000,000.00.

7. Conditions of OML’s Obligations at Closing. The obligation of OML to sell the Purchased Units or the Optional Units, as applicable, to the Purchaser at the Closing is subject to the fulfillment, on or before the applicable Closing, of each of the following conditions, unless otherwise waived (in whole or in part) by OML, in each case with respect to the applicable Closing:

7.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Section 4 shall be true and correct in all material respects as of the date of the Closing as if made at and as of such time (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period).

7.2 Performance. The Purchaser shall have performed and complied with in all material respects all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants, agreements, obligations and conditions), including Section 5.7.

7.3 Compliance Certificate. The Purchaser shall deliver to OML at the Closing a certificate certifying that the conditions specified in Sections 7.1 and 7.2 have been fulfilled.

7.4 Qualifications. All authorizations, approvals or permits, if any, (a) of any governmental authority or regulatory body of the Cayman Islands that are required in connection with the lawful issuance and sale of the Membership Interest Units pursuant to this Agreement and (b) of the Authority, as applicable, shall be obtained and effective as of the Closing.

7.5 Odyssey Agreements. Purchaser shall have delivered to OML the fully executed Odyssey Equity Exchange Agreement and Odyssey Contribution Agreement.

7.6 OAH Consent. To the extent required under the Equipment Lease Agreement, Purchaser shall have delivered to OML an executed consent letter from OAH, consenting to the change of control of Retriever and the payment by Odyssey of certain liabilities and obligations arising under the Equipment Lease Agreement.

8. Termination

8.1 Termination. This Agreement will terminate automatically with no action required by any Party if the conditions set forth in Section 6 and Section 7 have not been satisfied or waived on or prior to the Initial Closing Deadline.

8.2 Termination by the Parties. This Agreement may be terminated at any time prior to the Outside Date:

(a) by the mutual written consent of OML, Odyssey and the Purchaser; (b) by Odyssey or the Purchaser by written notice to OML if:

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(i) neither Odyssey nor the Purchaser is then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by OML pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 3 or Section 5 and such breach, inaccuracy or failure cannot be cured by OML on or prior to the Initial Closing Deadline or, after the Initial Closing Deadline, by the date of the Second Closing, the Subsequent Closing Date or the Outside Date, as applicable; or

(ii) any of the conditions set forth in Section 6 shall not have been fulfilled, unless such failure shall be due to the failure of Odyssey or the Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Second Closing;

(iii) a Material Adverse Effect has occurred;

(c) by OML by written notice to Odyssey and the Purchaser if:

(i) OML is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Odyssey or the Purchaser pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 4 and such breach, inaccuracy or failure cannot be cured by the Purchaser on or prior to the Initial Closing Deadline or, after the Initial Closing Deadline, by the date of the Second Closing, the Subsequent Closing Date or the Outside Date, as applicable; or

(ii) any of the conditions set forth in Section 7 shall not have been fulfilled, unless such failure shall be due to the failure of OML to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Second Closing; or

(d) by Odyssey, the Purchaser or OML in the event that:

(i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

8.3 Effect of Termination. In the event of the termination of this Agreement in accordance with this Section 8, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except:

(a) as set forth in this Section 8 and in Section 9.1 hereof;

(b) that nothing herein shall relieve any Party hereto from liability for any intentional breach of any provision hereof; and (c) termination of this Agreement shall not have any effect on any sale and purchase of Purchased Units or Optional Units consummated by the Parties prior to the effectiveness of such Termination.

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9. Miscellaneous.

9.1 Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of OML and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or OML.

9.2 Successors and Assigns. OML may not assign any rights under this Agreement, whether by operation of law or otherwise, without the prior written consent of the Purchaser. No Party may delegate any performance of its obligations under this Agreement, except that the Purchaser may at any time delegate the performance of its obligations to any Affiliate of the Purchaser so long as the Purchaser remains fully responsible for the performance of the delegated obligation. Subject to the foregoing, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.3 Governing Law. This Agreement shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

9.4 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Notwithstanding anything herein to the contrary, a signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

9.5 Interpretation and Construction. In the negotiation of this Agreement, each Party has received advice from its own attorney. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any Party because that Party or its attorney drafted the provision. When a reference is made in this Agreement to a Section or Exhibit, such reference shall be to a Section of, or an Exhibit to, this Agreement, unless otherwise indicated. The headings of Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. Whenever used in this Agreement, “business day” shall mean any day, other than a Saturday or a Sunday or a day on which banking and savings and loan institutions are authorized or required by applicable Law to be closed in the State of New York. All words used in this Agreement are to be construed to be of such gender or number as the circumstances require. The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” when used in this Agreement is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The words “asset” and “property” shall be construed to have the same meaning and effect. Where this Agreement states that a Party “shall,” “will,” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement. Unless otherwise provided in this Agreement, all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” shall be deemed references to the United States dollar.

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9.6 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the Party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt, in each case to the respective Parties at their address or e-mail addresses and marked to the attention of the individual (by name or title) designated below (or to such other address, e-mail address or individual as a Party may designate by notice to the other Parties):

If to OML:

Ocean Minerals, LLC

c/o CO Services Cayman Limited

Willow House, Cricket Square,

Attention: Hans Smit

Email: finance@omlus.com

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

Foley & Lardner LLP

100 N. Tampa St., Suite 2700

Tampa, Florida 33602

Attention: Curt Creely

Email: ccreely@foley.com

If to Odyssey or Purchaser:

Odyssey Marine Exploration Inc.

205 S. Hoover Blvd, Suite 210

Tampa FL 33609

Attention: Christopher Jones

Email: cjones@odysseymarine.com

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

Akerman LLP

401 East Jackson Street, Suite 1700

Tampa, Florida 33602

Attention: David M. Doney, Esq.

E-Mail: david.doney@akerman.com

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9.7 No Finder’s Fees. Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless OML from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. OML agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which OML or any of its officers, employees or representatives is responsible.

9.8 Expenses. Each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such Party incident to the negotiation, preparation, execution, delivery and performance of this Agreement and the Transaction Documents.

9.9 Attorneys’ Fees. If any action at law or in equity (including, arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.10 Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of OML, Odyssey and the Purchaser. Any amendment or waiver effected in accordance with this Section 9.10 shall be binding upon the Purchaser and each transferee of the Purchased Units or Optional Units, each future holder of the Purchased Units or Optional Units, Odyssey and OML.

9.11 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way, and the Parties agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

9.12 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

9.13 Entire Agreement. This Agreement (including the Exhibits hereto), the Second Amended and Restated Company Agreement, the other Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement constitute the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between or among the Parties are expressly canceled.

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9.14 Dispute Resolution. The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state and federal courts sitting in the State of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

9.15 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties accordingly agree that, in addition to any other remedy to which they are entitled at law or in equity, the Parties are entitled to injunctive relief to prevent breaches of this Agreement and otherwise to enforce specifically the provisions of this Agreement. Each Party expressly waives any requirement that any other Party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Unit Purchase Agreement as of the date first written above.

SIGNATURE PAGE TO UNIT PURCHASE AGREEMENT

EXHIBITS

EXHIBIT A

SECOND AMENDED AND RESTATED COMPANY AGREEMENT

EXHIBIT B

ODYSSEY CONTRIBUTION AGREEMENT

EXHIBIT C

ODYSSEY EQUITY EXCHANGE AGREEMENT

EXHIBIT D

DISCLOSURE SCHEDULE

Exhibit 10.2

EXHIBIT C

FORM OF EQUITY EXCHANGE AGREEMENT

NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

Equity Exchange Agreement

This Equity Exchange Agreement (this “Agreement”) is made as of June [    ], 2023, by and among Odyssey Marine Exploration, Inc., a Nevada corporation (“Odyssey”), and the members (each individually a “Member” and collectively the “Members”) of Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), named on Schedule A attached hereto (the “Schedule of Members”).

Recitals:

A. Odyssey and OML are parties to a Unit Purchase Agreement, dated as June 4, 2023 (the “Purchase Agreement”), pursuant to which, among other things, Odyssey’s subsidiary purchased OML Units from OML.

B. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Members desire to have the opportunity to exchange OML Units held by them for shares of Odyssey’s common stock, par value $0.0001 per share (“Odyssey Common Stock”).

C. This Agreement is being executed and delivered in accordance with Section 7.5 of the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:

Article 1

Definitions

Section 1.01. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in Schedule B attached hereto.

Section 1.02. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”, (b) the word “or” is not exclusive, and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, non-binary, and neuter forms.

Unless the context otherwise requires, references herein: (x) to Articles, Sections, Exhibits and Appendixes mean the Articles and Sections of, and Exhibits and Appendixes attached to, this Agreement, (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, restated, supplemented, and modified from time to time to the extent permitted by the provisions thereof, and (z) to a statute or law means such statute or law as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits and Appendixes referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Article 2

Right to Exchange

Section 2.01. Grant of Exchange Right. On the terms and subject to the conditions of this Agreement, at any time and from time to time during the Exercise Period, each Member shall have the right (the “Exchange Right”), but not the obligation, to exchange all or any portion of the OML Units held by such Member for shares of Odyssey Common Stock.

Section 2.02. Exchange Procedures.

(a) Exercise of Exchange Right. If any Member desires to exercise the Exchange Right and acquire shares of Odyssey Common Stock to this Section 2, such Member shall deliver to Odyssey:

(i) a written, unconditional, and irrevocable notice in the form attached as Exhibit A (an “Exchange Exercise Notice”);

(ii) an investor questionnaire in the form attached as Exhibit B (an “Investor Questionnaire”); and

(iii) a written, unconditional, and irrevocable assignment of units in the form attached as Exhibit C (an “Assignment”).

(b) Suitability Determination. Upon delivery of the Exchange Documents to Odyssey, Odyssey shall review the Exchange Documents to evaluate whether the Member exercising the Exchange Right is an “accredited investor” as defined in Rule 501(a) under the Securities Act (a “Suitable Investor”). As soon as practicable (and in any event within five Business Days) after delivery of the Exchange Documents to Odyssey, Odyssey shall deliver to such Member either (i) a written notice to the effect that Odyssey has determined in good faith that such Member is not a Suitable Investor (a “Rejection Notice”) or (ii) a written notice to the effect that Odyssey has determined in good faith that such Member is a Suitable Investor (an “Acceptance Notice”). If Odyssey delivers a Rejection Notice to such Member, Odyssey shall include with such Rejection Notice the Exchange Documents delivered to Odyssey with the Exchange Exercise Notice. If Odyssey delivers an Acceptance Notice to such Member, the exchange of such Member’s OML Units for shares of Odyssey Common Stock shall be completed in accordance with Section 2.02(c).

(c) Completion of Exchange. If Odyssey delivers an Acceptance Notice to a Member in accordance with Section 2.02(b), as soon as practicable thereafter (and in no event more than five (5) Trading Days thereafter) Odyssey shall deliver, or cause to be delivered to such Member, a number of shares of Odyssey Common Stock equal to the product of (i) the number of OML Units such Member desires to exchange, as set forth in the Exchange Exercise Notice, multiplied by (ii) a fraction, the numerator of which is the OML Per Unit Value and the denominator of which is the Odyssey Per Share Value, in each case determined as of the date of the Exchange Exercise Notice.

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Upon any exchange of OML Units for shares of Odyssey Common Stock pursuant to this Article 2, in lieu of any fractional shares to which such Member would otherwise be entitled, the number of shares of Odyssey Common Stock issuable to such Member shall be rounded up to the next whole share.

Section 2.03. Certain Adjustments.

(a) Stock Split, Stock Dividend, Etc. If Odyssey at any time on or after the date hereof subdivides (by any stock split, stock dividend, recapitalization or otherwise) the Odyssey Common Stock into a greater number of shares, the number of shares of Odyssey Common Stock issuable upon exercise of the Exchange Right will be proportionately increased. If Odyssey at any time on or after the date of issuance combines (by combination, reverse stock split or otherwise) the Odyssey Common Stock into a smaller number of shares, the number of shares of Odyssey Common Stock issuable upon exercise of the Exchange Right will be proportionately decreased. Any adjustment pursuant to this Section 2.04(a) shall become effective immediately after the effective date of such subdivision or combination.

(b) Reorganization, Merger, Etc. If there is a reorganization, or a merger or consolidation of Odyssey with or into any other entity which results in a conversion, exchange, or cancellation of the Odyssey Common Stock, upon any subsequent exercise of the Exchange Right, each holders of OML Units will be entitled to receive the kind and amount of securities, cash, and other property or assets which such holder would have received if such holder had exercised the Exchange Right immediately prior to the first of these events and had retained all the securities, cash, and other property or assets received as a result of those events.

Section 2.04. Limitation on Number of Shares Issuable. Notwithstanding anything herein to the contrary, the aggregate maximum number of shares of Odyssey Common Stock that may be issued in connection with one of more exercises of the Exchange Right pursuant to this Agreement shall not (a) exceed 19.9% of the number of outstanding shares of Odyssey Common Stock immediately prior to the date of this Agreement, (b) exceed 19.9% of the combined voting power of the outstanding voting securities of Odyssey immediately prior to the date of this Agreement, or (c) otherwise exceed such number of shares of Odyssey Common Stock that would violate applicable listing rules of the Principal Market.

Section 2.05. Further Assurances. Any Member that exercises the Exchange Right shall from time to time a execute and deliver to Odyssey such additional documents, instruments, agreements, consents, and shall provide such additional information and take such other actions as Odyssey may reasonably request to carry out the terms of this Agreement.

Article 3

Representations and Warranties of Odyssey

Odyssey represents and warrants that the statements contained in this Article 3 are true and correct as of the date of this Agreement.

Section 3.01. Organization and Standing. Odyssey is duly organized, validly existing, and in good standing under the laws of the state of Nevada. Odyssey has all requisite power and authority to own, license, and operate its properties, to carry on its business as now conducted and to execute and deliver this Agreement and to perform its obligations hereunder.

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Section 3.02. Authority. The execution and delivery by Odyssey of this Agreement and the consummation by Odyssey of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Odyssey. This Agreement has been duly executed and delivered by Odyssey, and this Agreement constitutes a legal, valid, and binding obligation of Odyssey, enforceable against Odyssey in accordance with its terms.

Section 3.03. No Conflict. The execution and delivery by Odyssey of this Agreement does not and the consummation by Odyssey of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with, or result in a breach or violation of, or a default under, (a) Odyssey’s certificate of incorporation or bylaws, (b) subject to the accuracy of the Members’ representations and warranties in Article 4 of this Agreement, in any material respects, any judgment, order, decree, statute, rule, regulation, or other law applicable to Odyssey or (c) in any material respects, any material contract, agreement, or instrument by which Odyssey is bound. No material consent, approval, order or authorization of, or registration, declaration, or filing with, any court, administrative agency or commission, or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Odyssey in connection with the execution and delivery by Odyssey of this Agreement or the consummation by Odyssey of the transactions contemplated hereby, except such filings, if any, as may be required under Rule 506 of Regulation D of the Securities Act and applicable state securities laws.

Section 3.04. Validity of Exchange Shares. The Exchange Shares have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, and nonassessable to each Member acquiring any of the Exchange Shares pursuant to this Agreement, free of any liens, claims, or other encumbrances, except for restrictions on transfer provided for herein or under the Securities Act or other applicable securities laws.

Article 4

Representations and Warranties of the Members

Each Member, severally and not jointly, represents and warrants to Odyssey with respect to only such Member that the statements contained in this Article 4 are true and correct as of the date of this Agreement and will be true on correct on any date on which such member exercises the Exchange Right.

Section 4.01. General.

(a) Such Member has all requisite authority (and in the case of an individual, the capacity) to acquire Exchange Shares, to enter into this Agreement, and to perform all the obligations required to be performed by such Member hereunder, and any acquisition of Exchange Shares will not contravene any law, rule, or regulation binding on such Member or any investment guideline or restriction applicable to such Member.

(b) Such Member is a resident of the state set forth on such Member’s signature page hereto and is not acquiring any Exchange Shares as a nominee or agent or otherwise for any other person.

(c) Such Member will comply with all applicable laws and regulations in effect in any jurisdiction in which such Member acquires or sells any Exchange Shares and obtain any consent, approval, or permission required for such acquisitions or sales under the laws and regulations of any jurisdiction to which such Member is subject or in which such Member makes such acquisitions or sales, and Odyssey shall have no responsibility therefor.

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(d) Such Member owns, beneficially and of record, the number of OML Units set forth opposite such Member’s name on the Schedule of Members.

(e) Such Member shall, prior to exercising the Exchange Right, comply in all respects with all restrictions on transfer applicable to such Member’s OML Units, including the restrictions set forth in Article 10 of the OML LLC Agreement, and Member shall provide such evidence of compliance as Odyssey may reasonably request.

Section 4.02. Information Concerning Odyssey.

(a) Such Member has had access to and reviewed to such Member’s satisfaction all of the SEC Reports.

(b) Such Member understands and accepts that the acquisition of any Exchange Shares involves various risks, including the risks set forth in the SEC Reports. Such Member represents that it is able to bear any loss associated with an investment in the Exchange Securities.

(c) Such Member confirms that it is not relying on any communication (written or oral) of Odyssey or any of its affiliates as investment or tax advice or as a recommendation to acquire any Exchange Shares. It is understood that neither Odyssey nor any of its affiliates is acting or has acted as an advisor to such Member in deciding to acquire any Exchange Shares. Such Member acknowledges that neither Odyssey nor any of its affiliates has made any representation regarding the proper characterization of the Exchange Shares for purposes of determining such Member’s authority to acquire any Exchange Shares.

(d) Such Member is familiar with the business and financial condition and operations of Odyssey, all as generally described in the SEC Reports. Such Member has had access to such information concerning Odyssey and the Exchange Shares as it deems necessary to enable it to make an informed investment decision concerning the acquisition of any Exchange Shares.

(e) Such Member understands that, unless such Member notifies Odyssey in writing to the contrary at or before any exercise of the Exchange Right by such Member, each of such Member’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the date of any exercise of the Exchange Right by such Member, taking into account all information received by such Member.

(f) Such Member understands that no federal or state agency has passed upon the merits or risks of an investment in the Exchange Shares or made any finding or determination concerning the fairness or advisability of an investment in the Exchange Shares.

Section 4.03. Non-Reliance.

(a) Such Member represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of Odyssey, as investment advice or as a recommendation to acquire any of the Exchange Shares.

(b) Such Member confirms that Odyssey has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Exchange Shares or (ii) made any representation to such Member regarding the legality of an investment in the Exchange Shares under applicable legal investment or similar laws or regulations. In deciding to acquire any Exchange Shares, such Member is not relying on the advice or recommendations of Odyssey, and such Member has made its own independent decision that the investment in the Exchange Shares is suitable and appropriate for such Member.

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Section 4.04. Status of the Member.

(a) Such Member has such knowledge, skill, and experience in business, financial, and investment matters that such Member is capable of evaluating the merits and risks of an investment in the Exchange Shares. With the assistance of such Member’s own professional advisors, to the extent that such Member has deemed appropriate, such Member has made its own legal, tax, accounting, and financial evaluation of the merits and risks of an investment in the Exchange Shares. Such Member has considered the suitability of the Exchange Shares as an investment in light of its own circumstances and financial condition, and such Member is able to bear the risks associated with an investment in the Exchange Shares.

(b) Such Member is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Member agrees to furnish any additional information requested by Odyssey or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the any acquisition of Exchange Shares by such Member.

Section 4.05. Restrictions on Transfer.

(a) Such Member is acquiring Exchange Shares solely for such Member’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Exchange Shares. Such Member understands that the Exchange Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Member and of the other representations made by such Member in this Agreement. Such Member understands that Odyssey is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

(b) Such Member understands that the Exchange Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that such Member may dispose of Exchange Shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and such Member understands that Odyssey has no obligation or intention to register any of the Exchange Shares or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Accordingly, such Member understands that under the Commission’s rules, such Member may dispose of Exchange Shares only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Exchange Shares in the hands of such Member. Consequently, such Member understands that such Member must bear the economic risks of the investment in the Exchange Shares for an indefinite period of time. Such Member further acknowledges that, under Rule 144, if such Member is not an affiliate of Odyssey, such Member must hold any Exchange Shares acquired by such Member for a period of six months before such Member may sell any of such Exchange Shares under Rule 144.

(c) Such Member agrees: (i) that such Member will not sell, assign, pledge, give, transfer, or otherwise dispose of any Exchange Shares or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable state securities laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of state securities laws; (ii) that the certificates representing the Exchange Shares will bear the legend set forth in Section 4.06 making reference to the foregoing restrictions; and (iii) that Odyssey and its affiliates shall not be required to give effect to any purported transfer of any Exchange Shares, except upon compliance with the foregoing restrictions.

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Section 4.06. Legend. Such Member understands that any certificates evidencing the Exchange Shares will be imprinted with a legend in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

Article 5

Miscellaneous

Section 5.01. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 5.02. Governing Law. This Agreement shall be governed by and construed under the laws of New York as applied to agreements among New York residents, made and to be performed entirely within New York.

Section 5.03. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, or (iii) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 5.03):

If to Odyssey:                         Odyssey Marine Exploration, Inc.

                                                 205 S. Hoover Blvd.

                                                 Suite 210

                                                 Tampa, Florida 33609

                                                 Attention: Chief Financial Officer

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If to any Member:                    To the address for such Member set forth

                             on the signature pages hereto.

Section 5.04. Expenses. Each of the parties shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement.

Section 5.05. Entire Agreement; Amendments and Waivers. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of Odyssey and the Majority Members. Any waiver or amendment effected in accordance with this Section 5.05 shall be binding upon each party to this Agreement and any holder of any OML Units at the time outstanding and each future holder of all OML Units.

Section 5.06. Effect of Amendment or Waiver. Each Member acknowledges that by the operation of Section 5.05, the Majority Members will have the right and power to diminish or eliminate all rights of such Member under this Agreement.

Section 5.07. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Section 5.08. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

[Signature pages follow.]

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IN WITNESS WHEREOF, Odyssey and each Member have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

Signature Page to Equity Exchange Agreement

IN WITNESS WHEREOF, Odyssey and each Member have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

Signature Page to Equity Exchange Agreement

Schedule A

Schedule of Members

Schedule B

Definitions

“Daily VWAP” means, for any Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “OMEX <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable at such time, the market value of one share of the Odyssey Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by Odyssey). The Daily VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Dissolution Event” has the meaning set forth in the OML LLC Agreement on the date of this Agreement.

“Equity Securities” means OML Units or any securities conferring the right to purchase OML Units or securities convertible into, or exchangeable for (with or without additional consideration), OML Units, except any security granted, issued and/or sold by OML to any director, officer, employee, or consultant of Odyssey in such capacity for the primary purpose of soliciting or retaining their services.

“Exchange Documents” means, collectively, an Exchange Exercise Notice, an Investor Questionnaire, and an Assignment.

“Exchange Act” means Securities Exchange Act of 1934, as amended.

“Exchange Shares” means the shares of Odyssey Common Stock issuable in exchange for OML Units pursuant to Article 2 of this Agreement.

“Exercise Period” means the period of time beginning on the six-month anniversary of the date of this Agreement and ending on the date that is the earliest of (a) the date on which a Dissolution Event occurs, (b) the date on which an OML Material Adverse Effect occurs, and (c) the date that is 18 months after the date of this Agreement.

“Five-Day VWAP” means the arithmetic average of the Daily VWAPs per share of Odyssey Common Stock over the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Exchange Exercise Notice to which it is relevant.

“Last Equity Financing” means the last sale (or series of related sales) by OML of its Equity Securities immediately preceding the exercise date from which OML receives gross proceeds of not less than U.S. $1,000,000.

“Odyssey Per Share Value” means the greater of (a) U.S. $[    ]1 and (b) the Five-Day VWAP.

“OML LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement, dated as of June [•], 2023, among OML and its members, as in effect on the date of this Agreement.

“OML Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise), prospects, or assets of OML and its

Schedule B-1

subsidiaries (taken as a whole); provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (a) general economic or political conditions; (b) conditions generally affecting the industries in which OML and its subsidiaries operate; (c) any changes in financial or securities markets in general; (d) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; or (e) any changes in applicable laws or accounting rules; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (a) through (e) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on OML and its subsidiaries (taken as a whole) compared to other participants in the industries in which OML and its subsidiaries conducts their businesses.

“OML Per Unit Value” means the greater of (a) U.S. $20.45 and (b) the price paid per share for Equity Securities by the investors in the Last Equity Financing.

“OML Units” means Units, as such term is defined in the OML LLC Agreement.

“Principal Market” means the Nasdaq Capital Market.

“SEC Reports” means reports, schedules, forms, statements, and other documents required to be filed by Odyssey under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, for the three years preceding the date of this Agreement, including the exhibits thereto and documents incorporated by reference therein.

“Securities Act” means the Securities Act of 1933, as amended.

“Trading Day” means any day on which the Odyssey Common Stock is traded on the Nasdaq Capital Market, provided that “Trading Day” shall not include any day on which the Odyssey Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Odyssey Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

“VWAP” means the dollar volume-weighted average price for the Odyssey Common Stock on the Nasdaq Capital Market during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg.

Schedule B-2

Exhibit A

NOTICE OF EXERCISE

Attention Chief Financial Officer

Pursuant to the Equity Exchange Agreement, dated as of [                ], 2023 (the “Exchange Agreement”), among Odyssey Marine Exploration, Inc., the undersigned, and the other parties thereto, the undersigned hereby elects to exercise the Exchange Right with respect to [                 ] OML Units.

The undersigned hereby represents and warrants that representations and warranties in Article 4 of the Exchange Agreement with respect to the undersigned are true and correct as of the date hereof.

Exhibit B

INVESTOR QUESTIONNAIRE

Investor Questionnaire Completed by: _____________________________________ (the “Investor”)

This Questionnaire is being completed by the Investor to allow Odyssey Marine Exploration, Inc., a Nevada corporation (the “Issuer”), to determine whether the Investor is qualified to invest in shares of common stock (the “Securities”) of the Issuer.

To be qualified to invest in the Securities, the Investor must either (i) be an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)), or (ii) have (and if applicable, its officers, employees, directors or equity owners have) either alone or with his, her or its purchaser representative or representatives, if any, such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Securities.

The Issuer will rely upon the accuracy and completeness of the information provided in this Questionnaire in establishing that the issuance of the Securities is exempt from the registration requirements of the Securities Act.

ACCORDINGLY, THE INVESTOR IS OBLIGATED TO READ THIS QUESTIONNAIRE CAREFULLY AND TO ANSWER THE QUESTIONS CONTAINED HEREIN COMPLETELY AND ACCURATELY.

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, the Investor understands and agrees that the Issuer may present, upon giving prior notice to the Investor, this Questionnaire to such parties as the Issuer deems appropriate if called upon to establish that the issuance of the Securities (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws; provided, however, that the Issuer need not give prior notice to the Investor of its presentation of this Questionnaire to the Issuer’s regularly employed legal, accounting, and financial advisors.

The Investor understands that this Questionnaire is merely a request for information and is not an offer to sell, a solicitation of an offer to buy, or a sale of the Securities. The Investor also understands that the Investor may be required to furnish additional information.

PLEASE NOTE THE FOLLOWING INSTRUCTIONS

BEFORE COMPLETING THIS INVESTOR QUESTIONNAIRE.

Unless instructed otherwise, the Investor should answer each question in this Questionnaire. If the answer to a particular question is “None” or “Not Applicable,” please so state. If this Questionnaire does not provide sufficient space to answer a question, please attach a separate schedule to your executed Questionnaire that indicates which question is being answered thereon. Persons having questions concerning any of the information requested in this Questionnaire should consult with their purchaser representative or representatives, lawyer, accountant or broker.

Exhibit B-1

PART I — FOR INDIVIDUALS

Age: __________ Social Security Number: ___________________________

Present Occupation:                                                                                                                                

Salary:                                                                                                                                                     

Do you own your own business or are you otherwise employed?                                                        

Description of responsibilities:                                                                                                              

Length of service with present employer or

length of ownership of present business:                                                                                                

Present title or position:                                                                                                                          

Length of service in present title or position:                                                                                         

Prior occupations, employment, and length of service during the past five (5) years:

Exhibit B-2

Do you have any professional licenses, registrations, certifications or designations, including bar admissions, accounting certificates, real estate brokerage licenses, investment adviser registrations, and SEC or state broker-dealer registrations?

Yes  ☐    No  ☐

If yes, please list such licenses or registrations, the date(s) you received the same, and whether they are in good standing:

My current investment objectives (indicate applicability and priority) are:

Please describe any additional information that reflects your knowledge and experience in business, financial, or investment matters and your ability to evaluate the merits and risks of this investment.

Exhibit B-3

To be qualified to invest in the Securities, the Investor must either (a) be an Accredited Investor, or (b) have, either alone or with your purchaser representative or representatives, such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of such investment.

Please check the appropriate representation that applies to you.

Accredited Investors:

Exhibit B-4

Other Investors:

I represent and warrant to the Issuer that:

Exhibit B-5

Please state the manner in which you became aware of the investment (for example, by personal contact or acquaintance with an investment advisor or counselor, with personnel of the Issuer, a broker-dealer, or otherwise), the name of the contact person, and the date such contact was made:

Exhibit B-6

PART II — FOR MEMBERS WHO ARE NOT INDIVIDUALS

Exhibit B-7

Exhibit B-8

Accredited Investors:

Exhibit B-9

Other Investors:

Additional Questions for Certain Accredited Investors:

If the undersigned entity has checked (n) above, please complete the following part of this question:

Exhibit B-10

The undersigned entity represents that:

Exhibit B-11

Please state the manner in which you became aware of the investment (for example, by personal contact or acquaintance with an investment advisor or counselor, with personnel of the Issuer, a broker-dealer, or otherwise), the name of the contact person, and the date such contact was made:

[Signature page follows.]

Exhibit B-12

If an Individual:

If a Corporation, Partnership, or Other Entity:

Exhibit B-13

Exhibit C

ASSIGNMENT OF UNITS

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned (the “Member”) does hereby grant, bargain, transfer, sell, assign, convey and deliver to Odyssey Marine Exploration, Inc., a Nevada corporation (“Odyssey”), all of the Member’s right, title and interest in and to [                ] Units in Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), including all voting, consent and financial rights now or hereafter existing associated with ownership of the Units, to have and to hold the same unto Odyssey, its successors and assigns, forever, and does hereby irrevocably constitute and appoint the officers of Odyssey and OML, and each of them, as the undersigned’s agent and attorney-in-fact, to transfer the shares on the books of OML with full powers of substitution in the premises

The Member for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time upon the written request of Odyssey, the Member will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required by Odyssey in order to assign, transfer, set over, convey, assure and confirm unto and vest in Odyssey, its successors and assigns, title to the Units sold, conveyed and transferred by this Assignment.

Exhibit 10.3

EXHIBIT B

FORM OF CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”), dated as of June ___, 2023 (the “Effective Date”), is made by and between Odyssey Marine Exploration, Inc., a Nevada registered corporation (“OMEX”), Odyssey Minerals Cayman Limited, a Cayman Islands company (the “Purchaser”), and Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML” and together with OMEX, the “Parties”, and each a “Party”).

RECITALS

WHEREAS, pursuant to the Unit Purchase Agreement dated as of June 4, 2023 (the “Purchase Agreement”), by and among OML, OMEX and the Purchaser, the Purchaser purchased equity interests in OML (the “Initial Purchase”) pursuant to the terms of thereof;

WHEREAS, pursuant to the Second Amended and Restated Company Agreement that was adopted on the date of the Purchase Agreement (as it may be amended from time to time, the “LLC Agreement”), OMEX, the Purchaser and OML desire to enter into this Agreement to reflect the Purchaser’s additional contributions from time to time of services and/or other property and assets with a value of up to US$10,000,000.00 to OML in exchange for additional Units to be issued as and when such contributions are made (collectively, the “Contribution Units”);

WHEREAS, this Agreement is the Odyssey Contribution Agreement referred to in the LLC Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions of their agreements with respect to the contributions permitted to be made by the Purchaser pursuant to Section 3.3(h) and (i) of the LLC Agreement and the issuance of the Contribution Units.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:

ARTICLE I

CONTRIBUTIONS OF SERVICES AND OTHER ASSETS

Section 1.01 Defined Terms. Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the LLC Agreement in effect as of the date hereof.

Section 1.02 Contributions of Assets.

(a) From time to time, subject to the terms and conditions of this Agreement, OMEX agrees to provide or cause to be provided to OML (and/or any of OML’s Subsidiaries as directed by OML and reflected in a Contribution Request):

(i) certain property and other assets (the “Contributed Property”) in exchange for Contribution Units; and

(ii) certain services (the “Contributed Services,” and together with the Contributed Property, the “Contributed Assets”) in exchange for Contribution Units.

(iii) Exhibit A to this Agreement sets forth the Contributed Services and the associated Cost of OMEX Services of such Contributed Services.

(b) If OML desires to receive a Contributed Asset, it shall send a request to OMEX in the form attached hereto as Exhibit B (each such request, a “Contribution Request”) setting forth in detail the requested Contributed Asset, the business purpose for the request, the proposed use of the Contributed Asset and the date or dates by which OML is seeking to receive such Contributed Asset. OML shall provide any supplementary information related thereto that OMEX requests from time to time related to any Contribution Request.

(c) Following OMEX’s receipt of the Contribution Request and any additional information that OMEX requests thereafter from OML associated with such Contribution Request, OMEX will notify OML within a reasonable time whether it intends to provide the Contributed Asset that is the subject of the Contribution Request or whether it proposes to modify any portion of the Contribution Request (with respect to scope, timing or otherwise) prior to agreeing to provide the requested Contributed Asset. If OMEX proposes to modify any portion of the Contribution Request, the Parties shall work together in good faith to agree on the terms of any such modifications within a reasonable time.

(d) The Parties shall work together in good faith and, within a reasonable time, determine and agree on a Fair Market Value or Cost of Odyssey Service, as applicable, and shall document such Fair Market Value or Cost of Odyssey Service, as applicable, on the Contribution Request associated with the Contributed Asset.

Section 1.03 Contributions of Additional Services. To the extent there are additional services that OML requests from time to time be provided by OMEX that are not described on Exhibit A, the Parties may amend or supplement Exhibit A by written agreement to add such additional services and the applicable Cost of Odyssey Services and such additional services shall be (i) deemed “Contributed Assets” hereunder upon the effectiveness of such amendment or supplement to Exhibit A as reflected in the Parties’ written agreement regarding the same, and (ii) subject to all of the terms and conditions of this Agreement.

Section 1.04 No Obligation to Provide Contributed Assets and/or Services.

(a) The provision of Contributed Assets may be made by or on behalf of OMEX, in each case as determined by OMEX in its sole discretion. Notwithstanding anything herein or in the LLC Agreement to the contrary, OMEX retains the right, in its sole discretion, to determine whether or not it will provide any Contributed Assets to OML hereunder, and nothing in this Agreement requires or obligates OMEX or any of its Affiliates to provide, supply or otherwise contribute any Contributed Assets, whether pursuant to a Contribution Request, the LLC Agreement or otherwise.

Section 1.05 Limitations on Contributed Assets.

(a) OML acknowledges and agrees that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationship of trust or agency between the Parties and that all Contributed Assets are provided by or on behalf of OMEX as an independent contractor. Nothing in this Agreement will require OMEX to favor the businesses of OML over its own businesses when providing the Contributed Assets.

(b) In providing the Contributed Assets, OMEX is not obligated to: (i) purchase, lease or license any additional equipment, property, services, software or any other assets unless any additional costs associated with such purchase, lease or license are paid in advance to OMEX by OML; (ii) provide OML with access to any systems or software; (iii) make modifications to OMEX’s existing systems or software; (iv) create or supply any documentation or information not currently existing or available through minimal efforts of OMEX; (v) pay any costs or expenses of OML or any of its Affiliates; or (vi) enter into additional contracts with any third parties or maintain the employment of any specific employee or hire additional employees. For the avoidance of doubt, the Parties acknowledge that this Section 1.05 does not create any obligation on the part of OMEX or any of its Affiliates and is subject to the terms of Section 1.04.

Section 1.06 Third-Party Service Providers. OMEX shall have the right in its sole discretion to hire and/or engage third-party service providers or subcontractors to provide, perform or otherwise supply all or part of any of the Contributed Assets, provided that such third-party providers or subcontractors are subject to the prior written approval of OML, which approval will not be unreasonably withheld.

Section 1.07 Access to Premises; OML’s Cooperation.

Where necessary for OMEX to provide the Contributed Assets, OML shall provide to OMEX and its Affiliates, and, if reasonably acceptable to OML, any third-party service providers or subcontractors identified by OMEX, at no cost to OMEX, access to the facilities, assets, project plans, personnel and books and records of OML to the required to perform or otherwise supply all or part of any of the Contributed Assets or otherwise fulfill its obligations under this Agreement. (b) OML shall take all steps necessary, including obtaining any required licenses, consents and entering into any agreements with third parties or otherwise, to prevent OML-caused delays in OMEX’s provision of the Contributed Assets.

OML agrees to respond promptly to any OMEX request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for OMEX to provide the Contributed Assets. If OMEX’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of OML or its agents, subcontractors, consultants, or employees, OMEX shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by OML, in each case, to the extent arising directly or indirectly from such prevention or delay, and OMEX shall nevertheless receive full compensation as provided under Article II hereunder with respect to any such affected Contributed Asset.

Section 1.08. Transfer of Contributed Property. Effective upon the transfer of any Contributed Property by OMEX or its Affiliates to OML, except as otherwise expressly agreed in writing by the Parties, OML shall assume all obligations and liabilities associated with such Contributed Property and OMEX, the Purchaser and their respective Affiliates shall have no further obligations or liabilities relating to such Contributed Property. OMEX shall provide or cause to be provided to OML all books and records relating to such Contributed Property and such documentation as reasonably requested by OML to document the assignment or transfer of title to such Contributed Property.

ARTICLE II

COMPENSATION

Section 2.01 Compensation Terms and Related Matters.

(a) Following the provision of each Contributed Asset that is the subject a Contribution Request from the date hereof until June __, 2027, OML shall issue to the Purchaser (or its designee) a number of Contribution Units, free and clear from any encumbrances, as follows:

(i) For Contributed Property, the number of Units shall be equal to the Fair Market Value thereof, divided by the Unit Price (as defined in the Purchase Agreement) (subject to appropriate adjustment in the event of any Unit dividend or distribution, Unit split, combination or other similar recapitalization with respect to Units); and

(ii) For Contributed Services, the number of Units shall be equal to the Cost of Odyssey Services thereof, divided by the Unit Price (subject to appropriate adjustment in the event of any Unit dividend or distribution, Unit split, combination or other similar recapitalization with respect to Units).

(b) If the foregoing calculation results in fractional Units, the number of Units to be issued to the Purchaser shall be rounded down to the nearest whole unit so the Purchaser does not receive any fractional Units.

(c) OML shall issue the Contribution Units to the Purchaser (or its designee), and provide evidence of issuance to the Purchaser, no later than first week of each quarter-year following each quarter-year during which OMEX provides applicable Contributed Assets.

(d) Terminated Services. Unless otherwise agreed by the Parties in writing, on the earlier of (i) June __, 2027, and (ii) the date on which OMEX has provided Contributed Assets with the aggregate combined Fair Market Value and Cost of Odyssey Services equivalent of $10,000,000.00, OMEX shall have no further obligation to provide Contributed Assets (other than for or in respect of Contributed Assets already provided in accordance with the terms of this Agreement and received by OML), whether pursuant to an uncompleted Contribution Request or otherwise.

Section 2.02 No Right of Setoff. Each of the Parties hereby acknowledges that it shall have no right under this Agreement to offset any amounts owed (or to become due and owing) to the other Party, whether under this Agreement, the Purchase Agreement or otherwise, against any other amount owed (or to become due and owing) to it by the other Party.

Section 2.03 Taxes. OML shall be responsible for all sales or use Taxes imposed or assessed as a result of the provision of Contributed Assets by or on behalf of OMEX or the Purchaser.

Section 2.04 Responsibility for Wages and Fees. For such time as any employees of OMEX or any of its Affiliates are providing Contributed Assets to OML under this Agreement, except as otherwise expressly agreed by the Parties in writing, (a) such employees will remain employees of OMEX or such Affiliate or third-party service provider, as applicable, and shall not be deemed to be employees of OML for any purpose, and (b) OMEX or such Affiliate or third-party service provider, as applicable, shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, and the withholding and payment of applicable Taxes relating to such employment, subject to the values thereof being part of the calculation of Contribution Units pursuant to Section 2.01.

ARTICLE III

TERMINATION

Section 3.01 Termination of Agreement. Subject to Section 4.02, this Agreement shall terminate in its entirety on the later of (i) June __, 2027, and (ii) date upon which OMEX has notified OML that it has no continuing obligation to provide any Contributed Assets pursuant to an outstanding Contribution Request that OMEX has agreed to perform.

Section 3.02 Effect of Termination. Upon termination of this Agreement in its entirety pursuant to Section 4.01, all obligations of the Parties hereto shall terminate, except for the provisions of Articles II, III, IV, VI, and VIII, which shall survive any termination or expiration of this Agreement.

Section 3.03 Force Majeure. The obligations of OMEX under this Agreement with respect to any Contributed Asset shall be suspended during the period and to the extent that OMEX is prevented or hindered from providing such Contributed Asset, or OML is prevented or hindered from receiving such Service, due to any of the following causes beyond such party’s reasonable control (such causes, “Force Majeure Events”): (i) acts of God, (ii) flood, fire, explosion or other catastrophes, such as epidemics or pandemics (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, (iv) governmental order or law, (v) actions, embargoes or blockades in effect on or after the date of this Agreement, (vi) action by any governmental authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns or other industrial disturbances, (ix) shortage of adequate power or transportation facilities, or (x) any other event which is beyond the reasonable control of such party, but specifically excluding financial distress or change in economic circumstances of either party and any events or circumstances caused or materially contributed to by the party claiming a Force Majeure Event. The mere shortage of labor or equipment or a change in market conditions will not constitute a Force Majeure Event unless arising out of events or circumstances that are themselves a Force Majeure Event. The party suffering a Force Majeure Event shall give notice of suspension as soon as reasonably practicable to the other party stating the date and extent of such suspension and the cause thereof, and OMEX shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Neither OML nor OMEX shall be liable for the nonperformance or delay in performance of its respective obligations under this Agreement when such failure is due to a Force Majeure Event. The applicable deadline for contribution of any Contributed Asset so suspended shall be automatically extended for a period of time equal to the time lost by reason of the suspension.

ARTICLE IV

INTELLECTUAL PROPERTY

Section 4.01 The Parties’ Existing Intellectual Property. Except as otherwise expressly agreed to by the Parties in writing, the performance of this Agreement by or on behalf of either Party (or its respective Affiliates), including the creation, provision or delivery of any Contributed Property, is not intended to grant, assign, license for use, convey or otherwise use or transfer, and the Parties agree that nothing in this Agreement hereby grants, assigns, licenses for use, conveys or otherwise transfers to the other Party, its respective Affiliates or any third party, any right, title or interest in or to any Existing Intellectual Property (as defined below) or any modifications or derivative works of or improvements to any Existing Intellectual Property.

For purposes of this Agreement: (i) “Existing Intellectual Property” means a Party’s or its Affiliates’ Intellectual Property Rights existing on or prior to the Effective Date; and (ii) “Intellectual Property Rights” means any right, title and interest in and to any intellectual property, including any copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, research, developments, methods, studies, forecasts, designs, concepts, processes, discoveries, physical and data modeling, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill, derivative works, work product or other materials or equipment associated with the foregoing, whether or not reduced to tangible form.

Section 4.02 Ownership of New Intellectual Property.

(a) Without limiting or qualifying Section 4.02 of this Agreement, the Parties’ respective rights, title and interest with respect to any New Intellectual Property (as defined below) and any modifications or derivative works of and improvements to such New Intellectual Property resulting from the performance of this Agreement by or on behalf of either Party (or its respective Affiliates), including the creation, provision or delivery of any Contributed Property, shall be owned by the Parties in accordance with Section 4.02(b) hereof

(b) . For purposes of this Agreement, “New Intellectual Property” means a Party’s or its Affiliates’ Intellectual Property Rights arising after the Effective Date.

(c) OML will own all rights, title and interest in any New Intellectual Property included as part of any Contributed Asset that OMEX or its Affiliates create and thereafter deliver to OML or its Affiliates pursuant to the specific requirements of a Contribution Request that OMEX has agreed to perform. OMEX (on behalf of itself and its Affiliates) hereby grants, assigns, conveys and transfers (collectively, “Transfers”) such New Intellectual Property to OML; provided, any Contribution Request pursuant to which New Intellectual Property will be created shall include a notice to OMEX that OML considers the deliverables in the Contribution Request to include New Intellectual Property; and provided, further that no Transfer of such New Intellectual Property shall be effective unless and until any necessary conditions to such Transfer by OMEX or its applicable Affiliates with respect to the Intellectual Property Rights of any third party associated with such New Intellectual Property have been fully satisfied to the reasonable satisfaction of OMEX.

(d) Notwithstanding Section 4.02(b), all rights, title and interest in any New Intellectual Property of either Party or their respective Affiliates associated with or related to the analysis, design or use of a vessel, equipment and/or systems that may be used for the collection of nodules on or near the sea floor, for onboard storage of such nodules and for such nodules’ processing and discharge from such vessel, shall be owned exclusively by OMEX, and OML (on behalf of itself and its Affiliates) hereby Transfers such New Intellectual Property to OMEX; provided, that no Transfer of such New Intellectual Property shall be effective unless and until any necessary conditions to such Transfer by OML or its applicable Affiliates with respect to the Intellectual Property Rights of any third party associated with such New Intellectual Property have fully satisfied to the reasonable satisfaction of OMEX.

Section 4.03 Further Assurances. The Parties agree to do such further acts and things and to execute and deliver such additional agreements and instruments as may be reasonably necessary to give effect to the purposes of this Article V.

ARTICLE V

CONFIDENTIALITY

Section 5.01 Confidentiality. All information disclosed by one Party to the other during the course of this Agreement shall be treated in accordance with the terms and conditions of that certain Amended and Restated Mutual Confidentiality Agreement, dated as of June __, 2023, as same may be amended or supplemented from time to time, by and among OMEX, Transocean Offshore Deepwater Drilling Inc. and OML.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Notices. All invoices, notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document, where appropriate, if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third calendar day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notwithstanding the forgoing, e-mail and any other form of electronic communication shall be insufficient notice under this Section 8.01 if sent pursuant to Article IV of this Agreement. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.01):

Odyssey Marine Exploration Inc.

Attention: Christopher Jones

205 S. Hoover Blvd, Suite 210

Tampa FL 33609

E-mail: cjones@odysseymarine.com

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

Akerman LLP

401 East Jackson Street, Suite 1700

Tampa, Florida 33602

Attention: David M. Doney, Esq.

E-Mail: david.doney@akerman.com

Odyssey Marine Exploration Inc.

Attention: Christopher Jones

205 S. Hoover Blvd, Suite 210

Tampa FL 33609

E-mail: cjones@odysseymarine.com

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

Akerman LLP

401 East Jackson Street, Suite 1700

Tampa, Florida 33602

Attention: David M. Doney, Esq.

E-Mail: david.doney@akerman.com

Ocean Minerals, LLC

Attention: Hans Smit, President and CEO

c/o CO Services Cayman Limited

Willow House, Cricket Square

Grand Cayman KY1-1001, Cayman Islands

E-mail: finance@omlus.com

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

Foley & Lardner LLP

Attention: Curt Creely

100 North Tampa Street, Suite 2700

Tampa, FL 33602-5810

E-mail: ccreely@foley.com

Section 6.02 Interpretation. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, the term “including” means “including but not limited to.” Exhibit A attached hereto is an integral part of the Agreement; accordingly, the Agreement and Exhibit A shall be interpreted and construed as a whole. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

Section 6.03 Severability. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 6.04 Entire Agreement. This Agreement, in conjunction with the LLC Agreement, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event and to the extent that there is a conflict between the provisions of this Agreement and the provisions of the LLC Agreement as it relates to the Contributed Assets, the provisions of this Agreement shall control.

Section 6.05 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. OML may not assign its rights or obligations hereunder without the prior written consent of OMEX. No party may delegate any performance of its obligations under this Agreement, except that OMEX may at any time delegate the performance of its obligations hereunder to any of its Affiliates or third party vendors or service providers so long as OMEX remains fully responsible for the performance of the delegated obligation. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 6.06 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

Section 6.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 6.08 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

Section 6.09 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby. Each party to this agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 6.09.

Section 6.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Exhibit 99.1

		PRESS RELEASE   CONTACT:   Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 lshows@odysseymarine.com

Odyssey Marine Exploration Announces Partnership with Ocean Minerals LLC for a

New Cook Islands Exploration Project

TAMPA, Fla., June 5, 2023 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global subsea mineral exploration, validation, and development company, announced today an important next step in becoming the world’s leading marine mineral development company.

On June 4, 2023, Odyssey entered into a purchase agreement to acquire a 13% interest in Ocean Minerals, LLC (OML) in exchange for a contribution by Odyssey of its interest in a 6,000-meter remotely operated vehicle (ROV) and cash contributions of up to $10 million in a series of transactions over the next year. The purchase agreement allows Odyssey to acquire a total of up to 40% of OML over the next 18 months, at Odyssey’s discretion.

Moana Minerals Limited, a wholly owned subsidiary of OML, holds a five-year exploration license from the Cook Islands Seabed Minerals Authority (SBMA) granted in 2022 to explore polymetallic nodules within the Cook Islands’ Exclusive Economic Zone (EEZ). Polymetallic nodules contain metals critical to the growing renewable energy market, including cobalt, nickel, manganese, and rare earth elements (REE).

The 23,630 square kilometers area covered by Moana Mineral’s license contains a stated mineral resource of over 500 million tonnes of nodules (indicated and inferred) on a wet basis at a 5 kg/m2 nodule abundance cutoff. The nodules are enriched in several metals, including a cobalt grade of approximately 0.5%. OML is actively conducting additional mineral exploration and environmental data collection to assess the environment and increase resource confidence.

Odyssey joins Transocean Ltd. (NYSE:RIG) as an equity holder in OML. Transocean announced its purchase of a minority interest in OML last year and is working on the technology and services required to harvest polymetallic nodules from the seabed. The 6,000-meter rated ROV contributed to OML by Odyssey will provide OML with an additional tool to advance the project toward eventual applications for an environmental permit and harvesting license when exploration and feasibility studies are completed and demonstrate how harvesting can be done without serious harm to the environment. Over the next year, OML expects to advance its current JORC-compliant report substantially increasing resources reported at indicated and measured levels of confidence and to obtain its preliminary Feasibility Study, among other important project milestones.

For Odyssey’s investors, this is a significant opportunity to build on the company’s experience, knowledge, and existing investment in the Cook Islands. We believe the investment should expand investor awareness into Odyssey’s existing Cook Islands investment. Odyssey expects to use secured project financing and potential arbitration proceeds to invest in OML. To learn more about Odyssey’s involvement in polymetallic nodule exploration in the Cook Islands, please see https://www.odysseymarine.com/cookislands.

Odyssey and OML are attending the 121 Mining Investment New York on June 5-6, 2023. Over 80 mining companies and more than 300 sophisticated investors will take part in one-on-one meetings matching projects to investment capital, a conference program. To register for this event, please visit https://www.weare121.com/121mininginvestment-new-york/.

About Odyssey Marine Exploration

Odyssey Marine Exploration, Inc. (Nasdaq: OMEX) is a deep-ocean exploration pioneer engaged in the discovery, validation and development of subsea mineral deposits in a socially and environmentally responsible manner. Odyssey provides marine services for private clients and governments who are interested in exploring their Exclusive Economic Zone (EEZ) to survey, map and identify any potential mineral resources present. The company focuses on the exploration of polymetallic nodules (battery metals to power the future) and subsea phosphate deposits (fertilizer to feed the future) which the company believes will provide a benefit to society now and in the future, For additional details, please visit www.odysseymarine.com. An investor presentation is available in the Investors section of the website.

About Ocean Minerals LLC (OML)

Ocean Minerals LLC is a deepwater critical metals exploration and development company incorporated in the Cayman Islands. The company’s subsidiary companies, including Moana Minerals Limited, have made a high-grade discovery of polymetallic nodules (cobalt, nickel, copper, manganese, and rare earth elements) and sedimentary muds (rare earth elements) containing critical and strategic metals. These discoveries are all entirely within the Exclusive Economic Zone (EEZ) of the Cook Islands.

For additional information regarding Ocean Minerals LLC, please visit the company’s website at: www.omlus.com

About Moana Minerals Limited

Moana Minerals Limited is wholly owned subsidiary of Ocean Minerals LLC, and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands. The company has made a high-grade discovery of polymetallic nodules containing cobalt, nickel, copper, manganese, and rare earth elements entirely within the Exclusive Economic Zone (EEZ) of the Cook Islands. This deposit, reported in accordance with NI 43-101 and JORC standards, reports a resource containing over 500 million tonnes of wet nodules at an indicated (approximately 130 mt) + inferred (approximately 430 mt) confidence level, which contain approximately two million tonnes of cobalt, one million tonnes of nickel, 0.5 million tonnes of copper, and 60 million tonnes of manganese. Additionally, independent metallurgical laboratory tests have indicated rare earth element volumes in excess of 600,000 tonnes (aggregate REE basket tonnage), also contained within the nodules.

Moana Minerals Limited holds an Exploration License for 23,630 square kilometers within the Cook Islands EEZ, where the company continues to conduct further exploration activities aimed at securing environmental approvals to perform commercial operations and increasing confidence levels and size of the reported mineral resource. In parallel, and in partnership with Transocean, the Company is advancing work to develop recovery systems to harvest and process these high-quality seafloor polymetallic nodules on a commercial scale.

For additional information regarding Moana Minerals Limited, please visit the company’s website at: www.moana.co.ck

Cautionary Note to U.S. Investors

Information regarding Moana Minerals Limited, Ocean Minerals LLC, the Exploration License, and the mineral resources in the area covered by the Exploration License was provided to Odyssey by OML and has not been independently verified by Odyssey. Information regarding resources is based upon reports prepared in compliance with the Australian Code for Reporting Exploration Results (JORC). Investors are cautioned that while JORC-compliant reporting uses terms that are similar to those used in Security and Exchange Commission Regulation S-K 1300, there are differences in the definitions under Regulation S-K 1300 and JORC, and U.S. investors are urged to use caution in reviewing the resource estimates reported in compliance with JORC. There is no assurance any mineral resources that OML reports as “stated mineral resources” would be the same had OML prepared the mineral resource estimates under the standards adopted under Regulation S-K 1300. Investors are also cautioned not to assume that any stated mineral resources that OML reports are or will be economically or legally mineable.

Forward Looking Information

Odyssey Marine Exploration believes the information set forth in this Press Release may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on March 31, 2022. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey’s projections will depend upon unpredictable future events, many of which are beyond Odyssey’s control and, accordingly, no assurance can be given that Odyssey’s assumptions will prove true or that its projected results will be achieved.

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