OMEX Odyssey Marine Exploration Inc

Exhibit 10.01

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2024, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Recitals:

A. The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

B. The Purchasers, wish to purchase, severally and not jointly, and the Company wishes to issue and sell to the Purchasers, at the Initial Closing (as defined below) and upon the terms and conditions stated in this Agreement, an aggregate of up to 7,377,912 shares (the “Initial Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for a purchase price of U.S.$0.55 per Initial Share (the “Initial Per Share Purchase Price”).

C. The Purchasers additionally wish to have the right, but not the obligation, to purchase, severally and not jointly, and the Company is willing to grant such right to the Purchasers, at the Subsequent Closing (as defined below) and upon the terms and conditions stated in this Agreement, an aggregate of up to 7,220,141 additional shares (the “Additional Shares”) of Common Stock, for a purchase price of U.S.$1.10 per Additional Share (the “Additional Per Share Purchase Price”).

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser, severally and not jointly, hereby agree as follows:

Article 1

Definitions; Interpretation

Section 1.01. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the capitalized terms used in this Agreement have the meanings specified or referred to in Appendix A.

Section 1.02. Interpretation. For purposes of this Agreement: (i) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation,” (ii) the word “or” is not exclusive, and (iii) 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, nonbinary, and neuter forms. Unless the context otherwise requires, references herein: (x) to Sections, Exhibits, and Appendices mean the Articles and Sections of, and Exhibits and Appendices 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 applicable law means such statute or applicable 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 Sections, Exhibits, and Appendices 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. All uses of “written” contained in this Agreement shall be deemed to include information transmitted via electronic transmission.

Article 2

Purchase and Sale

Section 2.01. Initial Purchase and Sale. On the Initial Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the Company will issue and sell to the Purchasers, and the Purchasers will purchase, severally and not jointly, the number of Initial Shares set forth opposite the names of each such Purchaser under the heading “Number of Initial Shares Purchased” on Appendix B, for the aggregate purchase price set forth opposite the name of such Purchaser under the heading “Initial Purchase Price” on Appendix B.

Section 2.02. Initial Closing.

(a) Initial Closing. Upon the satisfaction or waiver of the conditions set forth in Article 5, the closing of the purchase and sale of the Initial Shares (the “Initial Closing”) shall take place remotely via exchange of executed documents and funds on the Initial Closing Date.

(b) Payment and Delivery of Initial Shares. On or prior to the Initial Closing Date and subject to the last sentence of this Section 2.02(b), each Purchaser shall deliver to the Company such Purchaser’s Initial Subscription Amount via wire transfer of immediately available funds to the account designated in the Wire Instructions. At the Initial Closing, the Company shall deliver to such Purchaser against payment therefor a book-entry statement from the Transfer Agent evidencing the number of Initial Shares set forth opposite such Purchaser’s name on Appendix B, registered in the name of such Purchaser (or its nominee in accordance with its delivery instructions), free and clear of any liens or restrictions (other than those arising under state and federal securities laws) and bearing the legend set forth in Section 4.01(b). If a Purchaser has delivered the Initial Subscription Amount prior to the Initial Closing Date, and the Initial Closing does not occur for any reason on or prior to the fifth Business Day following the expected Initial Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return such Purchaser’s Initial Subscription Amount to such Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by such Purchaser, and any book entries for the Initial Shares shall be deemed cancelled.

Section 2.03. Initial Closing Deliverables.

(a) Initial Company Deliverables. On or prior to the Initial Closing, the Company shall issue, deliver, or cause to be delivered to each Purchaser the following (the “Initial Company Deliverables”):

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(b) Initial Purchaser Deliverables. On or prior to the Initial Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Initial Purchaser Deliverables”):

Section 2.04. Subsequent Purchase and Sale. Not less than ten Business Days before the Subsequent Closing Date, the Company shall deliver a notice (the “Subsequent Closing Notice”) to the Purchasers advising of them of the Subsequent Closing Date. Not less than five Business Days before the Subsequent Closing Date (as stated in the Subsequent Closing Notice), each Purchaser that desires to purchase Additional Shares shall deliver a notice (a “Participation Notice”) to the Company. Each Participation Notice shall state the number of Additional Shares that the Purchaser delivering the Participation Notice desires to purchase at the Subsequent Closing. On the Subsequent Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the Company will issue and sell to the Purchasers, and the Purchasers will purchase, severally and not jointly, the number of Additional

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Shares that each Purchaser notified the Company such Purchaser desired to purchase in the Participation Notice by such Purchaser; provided, however, that the maximum number of Additional Shares each Purchaser may purchase at the Subsequent Closing shall not exceed one-half of the number of Initial Shares purchased by such Purchaser at the Initial Closing. At the Subsequent Closing, the aggregate purchase price for the Additional Shares to be purchased by each Purchaser shall be an amount equal to the product of (a) the number of Additional Shares purchased by such Purchaser multiplied by (b) the Additional Per Share Purchase Price.

Section 2.05. Subsequent Closing.

(a) Subsequent Closing. Upon the satisfaction or waiver of the conditions set forth in Article 5, the closing of the purchase and sale of the Additional Shares (the “Subsequent Closing”) shall take place remotely via exchange of executed documents and funds on the Subsequent Closing Date.

(b) Payment and Delivery of Additional Shares. On or prior to the Subsequent Closing Date and subject to the last sentence of this Section 2.05(b), each Purchaser shall deliver to the Company such Purchaser’s Additional Subscription Amount via wire transfer of immediately available funds to the account designated in the Wire Instructions. At the Subsequent Closing, the Company shall deliver to such Purchaser against payment therefor a book-entry statement from the Transfer Agent evidencing the number of Additional Shares purchased by such Purchaser at the Subsequent Closing, registered in the name of such Purchaser (or its nominee in accordance with its delivery instructions), free and clear of any liens or restrictions (other than those arising under state and federal securities laws) and bearing the legend set forth in Section 4.01(b). If a Purchaser has delivered the Additional Subscription Amount prior to the Subsequent Closing Date, and the Subsequent Closing does not occur for any reason on or prior to the fifth Business Day following the expected Subsequent Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return such Purchaser’s Additional Subscription Amount to such Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by such Purchaser, and any book entries for the Additional Shares shall be deemed cancelled.

Section 2.06. Subsequent Closing Deliverables.

(a) Subsequent Company Deliverables. On or prior to the Subsequent Closing, the Company shall issue, deliver, or cause to be delivered to each Purchaser the following (the “Subsequent Company Deliverables”):

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(b) Subsequent Purchaser Deliverables. On or prior to the Subsequent Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Subsequent Purchaser Deliverables”):

Article 3

Representations and Warranties

Section 3.01. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser that the statements contained in this Section 3.01 are true and correct as of the date hereof and will be true and correct as of the Initial Closing Date and the Subsequent Closing Date (unless as of a specific date therein, in which case they shall be accurate as of such date).

(a) Due Organization; Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, with full corporate power and authority to own, lease, and operate its properties and conduct its business as disclosed in the SEC Reports. Except as disclosed in the SEC Reports, the Company owns all of the issued and outstanding membership interests or capital stock of each of the Subsidiaries, and, other than the membership interests or capital stock of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws or similar governing documents of the Company have been filed with the Commission on EDGAR, and no changes therein will be made on or after the date hereof through and including the Initial Closing. Each Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, or other entity in good standing under the laws of the jurisdiction of its organization, with full corporate, limited liability company, or other similar power and authority to own, lease, and operate its properties and to conduct its business as disclosed in the SEC Reports. All of the outstanding shares of capital stock or membership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal, or similar right and are owned by the Company or another Subsidiary subject to no security interest, other encumbrance, or adverse claims, and no options, warrants or other rights to purchase, agreements, or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

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(b) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which the Company is a party and to perform its obligations hereunder or thereunder and consummate the transactions contemplated hereby or thereby. All corporate action on the part of the Company necessary for the authorization, execution, sale, issuance, and delivery of the Initial Shares and the Additional Shares contemplated in this Agreement has been taken. Each of this Agreement and the other Transaction Documents to which the Company is a party has been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c) No Conflicts. The execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby or thereby (including the issuance of the Initial Shares and the Additional Shares) do not and will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption, or repayment of all or a part of such indebtedness under) (or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary pursuant to) (i) the Organizational Documents of the Company or any of the Subsidiaries, or (ii) any indenture, mortgage, deed of trust, bank loan, or credit agreement or other evidence of indebtedness, or any license, lease, contract, or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties is subject, or (iii) any U.S. federal, state, local, or foreign law, regulation, or rule, or (iv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Common Stock (including the rules and regulations of the Nasdaq Capital Market), including the Initial Shares and the Additional Shares, or (v) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except, in the case of the foregoing clauses (ii), (iii), (iv) and (v), for any such breaches, violations, defaults, repurchases, redemptions, repayments or events that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) Filings, Consents, and Approvals. Except for any Current Report on Form 8-K or Notice of Exempt Offering of Securities on Form D to be filed by the Company in connection with the transaction contemplated hereby and any required filing with the Nasdaq Capital Market, neither the Company nor any of the Subsidiaries is required to give any notice to, or make any filings with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. Assuming the accuracy of the representations of the Purchasers in Section 3.02, no consent, approval, authorization, or other order of, or registration, qualification, or filing with, any court, regulatory body, administrative agency, self-regulatory organization, stock exchange or market (including the Nasdaq Capital Market), or other governmental

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body is required for the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party or the valid issuance, sale, and delivery of the Initial Shares and the Additional Shares other than such as have been or will be made or obtained, or for any securities filings required to be made under federal or state securities laws applicable to the offering of the Initial Shares and the Additional Shares or have been made, or will be made, pursuant to the rules and regulations of the Nasdaq Capital Market.

(e) Issuance of the Shares. The issuance of the Initial Shares and the Additional Shares has been duly authorized, and the Initial Shares and the Additional Shares, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights, except for any such rights that have been waived, and restrictions (other than any restrictions on transfer generally imposed under applicable securities laws).

(f) Capitalization. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company. As of November 30, 2024, there were 21,739,276 shares of Common Stock issued and outstanding and, in November 2024, the Company issued options to purchase 763,250 shares of Common Stock. Except as set forth in the foregoing sentence or as disclosed in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities, rights, or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or capital stock of any Subsidiary.

(g) SEC Reports; Disclosure Materials. Except as disclosed in the SEC Reports, the Company has filed or furnished, as applicable, on a timely basis all forms, statements, schedules, certifications, reports, and other documents required to be filed or furnished by it with the Commission under the Exchange Act or the Securities Act since January 1, 2023 through the date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”). As of the time it was filed with the Commission (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and as of the time they were filed, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports. The Company has never been an issuer subject to Rule 144(i) under the Securities Act.

(h) Financial Statements. As of their respective filing dates, the financial statements (including any related notes) contained or incorporated by reference in the SEC Reports (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the Commission applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the Commission, and except that the unaudited financial statements may not contain all footnotes required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise

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noted therein throughout the periods indicated. and (iii) fairly present, in all material respects, the consolidated financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. Other than as expressly disclosed in the SEC Reports filed at least one Business Day prior to the date hereof, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP. There are no financial statements (historical or pro forma) that are required to be included in the SEC Reports that are not so included as required. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly present the information called for in all material respects and have been prepared in connection with the Commission’s rules and guidelines applicable thereto. Except as set forth in the consolidated financial statements of the Company included in the SEC Reports filed at least one Business Day prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. The books of account and other financial records of the Company and each of the Subsidiaries are true and complete in all material respects.

(i) Independent Accountants. Grant Thornton LLP, whose report on the consolidated financial statements of the Company and the Subsidiaries is included in the SEC Reports, are independent registered public accountants as required by the Securities Act and the rules of the Public Company Accounting Oversight Board.

(j) Absence of Certain Changes. Since the date of the Balance Sheet, there has been (i) no Material Adverse Effect, (ii) no transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) no obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) no change in the capital stock or outstanding indebtedness of the Company or any Subsidiaries, other than as disclosed in the SEC Reports and Section 3.01(f) of this Agreement and (v) no dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary.

(k) Litigation. Except as disclosed in the SEC Reports, there is no legal, governmental, administrative, or regulatory investigation, action, suit, claim, or proceeding pending or, to the Company’s Knowledge, threatened to which the Company or any of the Subsidiaries or any of their respective officers or directors is a party (in their respective capacities as such), or to which any property of the Company or the Subsidiaries is or would reasonably be expected to be subject, that constitutes a loss contingency pursuant to GAAP.

(l) Employment Matters. Except for matters which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) for which the Company or any member of its “Controlled Group” (defined as any organization that is a member of a controlled group of corporations within the meaning of Section 414 of the Code, including its subsidiaries, would have liability) (each a “Plan”) (i) has been maintained in compliance in all material respects with all presently applicable statutes, rules, and regulations, including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (as defined in Section 4043 of ERISA) has occurred or is reasonably expected to occur for which the Company or any member of its Controlled Group would have any liability; and (B) neither the Company nor any member of its Controlled Group has incurred or expects to incur liability under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension

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Benefit Guaranty Corporation, in each case in the ordinary course and without default); (iii) no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy or is reasonably expected to fail to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA; and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

(m) Conduct of Business; Regulatory Permits. Neither the Company nor any of the Subsidiaries is in violation of any term of or in default under its Organizational Documents. Except as disclosed in the SEC Reports, neither the Company nor any of the Subsidiaries (i) is in default of or in violation of, nor has the Company or any of the Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, mortgage, deed of trust, bank loan, credit agreement, or other evidence of indebtedness, or any material license, lease, contract, or other agreement or instrument to which it is a party or by which any of its properties may be bound or affected, or (ii) is in violation of any judgment, decree, or order or any statute, ordinance, rule, or regulation applicable to the Company or the Subsidiaries.

(n) Title to Properties and Assets. Neither the Company nor the Subsidiaries own any real property; except as disclosed in the SEC Reports, the Company and each of the Subsidiaries have good and marketable title to all tangible personal property disclosed in the SEC Reports as being owned by any of them, free and clear of all liens, claims, security interests, or other encumbrances, except those that do not materially interfere with the use or proposed use of such property by the Company or the Subsidiary, respectively, or as would not materially or adversely affect the value of such property; all the property disclosed in the SEC Reports as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting, and enforceable leases with which the Company and the Subsidiaries are in compliance, except where failure to hold such property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, or other similar laws relating to creditor’s rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(o) Intellectual Property Rights.

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(p) Insurance. The Company and each of the Subsidiaries maintain insurance covering their respective properties, operations, personnel, and businesses as the Company reasonably deems adequate; such insurance insures against such losses and risks in accordance with customary industry practice to protect the Company and the Subsidiaries and their respective businesses and which is commercially reasonably for the current conduct of their respective businesses; to the Company’s Knowledge, all such insurance is fully in force on the date hereof and is expected to be fully in force at each time of purchase, if any; neither the Company nor any Subsidiary has reason to believe that it will not be able to (i) renew any such insurance as and when such insurance expires or (ii) obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted at a cost that would not, individually or in the aggregate, reasonably be expected to result in any Material Adverse Effect.

(q) Company’s Accounting System. The Company and the Subsidiaries maintain a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and any unauthorized access that could have a material effect on the Company’s financial statements is timely detected; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the SEC Reports, there are no material weaknesses in the Company’s internal controls. The auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(r) Sarbanes-Oxley; Disclosure Controls. Except as disclosed in the SEC Reports, the Company and the Subsidiaries have established and maintain and evaluate “disclosure controls and procedures” (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures have been designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective

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to perform the functions for which they were established; except as disclosed in the SEC Reports, no “significant deficiencies” or “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Securities Act) of the Company were identified in connection with the audit by the Company’s independent registered public accountants of the Company’s financial statements for the fiscal year ended December 31, 2023; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses and the principal executive officer and principal financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct in all material respects. The Company has taken all actions reasonably necessary to ensure that the Company and the Subsidiaries and their respective officers and directors, in their capacities as such, are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith.

(s) Certain Fees. No person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest, or claim against or upon the Company or a Purchaser for any commission, fee, or other compensation pursuant to any agreement, arrangement, or understanding entered into by or on behalf of the Company. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.01(s) that may be due in connection with the transactions contemplated by this Agreement.

(t) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.02, no registration under the Securities Act is required for the offer and sale of the Initial Shares and the Additional Shares by the Company to the Purchasers pursuant to this Agreement. The issuance and sale of the Initial Shares and the Additional Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.

(u) Company Not an “Investment Company.” The Company is not, and will not be, immediately after receipt of payment for the Initial Shares or the Additional Shares, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

(v) Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act, nor, except as disclosed in the SEC Reports, has the Company received any notification that the Commission or the Principal Trading Market is contemplating terminating such registration or listing. Except as disclosed in the SEC Reports, the Company is, and immediately following the Initial Closing will be, in compliance with all applicable listing requirements of the Principal Trading Market.

(w) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.02, none of the Company, the Subsidiaries, any of their respective Affiliates nor, to the Company’s Knowledge, any Person acting on its behalf has, directly or indirectly, at any time within the past six months, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under the Securities Act, including Regulation D, in connection with the offer and sale by the Company of the Initial Shares and the Additional Shares as contemplated hereby or (ii) cause the offering of the Initial Shares and the Additional Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.

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(x) Tax Matters. All material tax returns required to be filed by the Company or any of the Subsidiaries have been filed (subject to permitted extensions), and all material taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any material interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been paid, other than those being contested in good faith and for which adequate reserves have been provided. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes.

(y) Compliance with Environmental Laws. The Company and the Subsidiaries are in compliance with, and hold all permits, authorizations, and approvals required under, Environmental Laws (as defined below), except to the extent that failure to so comply or to hold such permits, authorizations or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries are not aware of any non-compliance with Environmental Laws, any past or present events, conditions, activities, practices, actions, omissions, or plans that could reasonably be expected to result in non-compliance with Environmental Laws or any current liabilities under Environmental Laws, that could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries (i) are not the subject of any investigation known to the Company, (ii) have not received any notice or claim, (iii) are not a party to any pending or, to the Company’s Knowledge, threatened action, suit or proceeding, (iv) are not bound by any judgment, decree or order or (v) have not entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below). As used in this Agreement, (x) “Environmental Law” means any federal, state, local, or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization, or other legal requirement relating to health, safety, or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and (y) “Hazardous Materials” means any material (including pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law.

(z) No General Solicitation. Neither the Company nor any person acting on behalf of the Company has, directly or indirectly, offered or sold any of the Initial Shares or the Additional Shares, or solicited any offers to buy any Initial Shares or Additional Shares, under any circumstances that would require registration under the Securities Act of the Initial Shares or the Additional Shares, including by any form of general solicitation or general advertising.

(aa) Anti-Corruption and Anti-Bribery Laws. None of the Company, any of the Subsidiaries, or any of their respective officers or directors or, to the Company’s Knowledge, any agent, employee, or controlled affiliate of the Company or any of the Subsidiaries (i) has, directly or indirectly, made, offered, promised, or authorized the unlawful payment or provision of anything of value to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of any public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or (ii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, or the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions; the Company, the Subsidiaries and, to the Company’s Knowledge, its controlled affiliates have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

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(bb) Money Laundering Laws. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the USA PATRIOT Act, the Bank Secrecy Act of 1970, as amended, the anti-money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company (collectively, the “Money Laundering Laws”); and no action, suit, or proceeding by or before any court or governmental agency, authority or body or any arbitrator or non-governmental authority involving the Company or any of the Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

(cc) OFAC. None of the Company, any of the Subsidiaries, or any of their respective officers or directors or, to the Company’s Knowledge, any agent, employee, or controlled affiliate of the Company or any of the Subsidiaries is currently subject to or has been subject in the last five years to any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of the Subsidiaries organized or resident in a country or territory that is the subject of Sanctions (a “Sanctioned Country”), and the Company will not knowingly directly or indirectly use the proceeds of the sale of the Initial Shares or the Additional Shares contemplated hereby, or lend, contribute, or otherwise make available such proceeds to any Subsidiary, joint venture partner, or other person or entity (i) to fund or facilitate any activities of or business with any person or country that, at the time of such funding or facilitation, is known to the Company to be the subject of Sanctions or a Sanctioned Country, respectively, or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, or otherwise) of Sanctions. To the Company’s Knowledge, for the past five years, none of the Company or any Subsidiaries has engaged in any direct or indirect dealings or transactions with any person or country that, at the time of such dealing or transaction, was the subject of Sanctions or a Sanctioned Country, respectively.

(dd) Acknowledgment Regarding Purchaser’s Purchase of Shares. The Company acknowledges and agrees that each Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby, and that the obligations of each Purchaser under this Agreement are several and not joint. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company or any of the Subsidiaries (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by a Purchaser or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Purchaser’s purchase of the Initial Shares and the Additional Shares. The Company further represents to each Purchaser that the Company’s decision to enter into the this Agreement has been based solely on the independent evaluation by the Company and its representatives.

(ee) No Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of the Subsidiaries has taken, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Initial Shares or otherwise, and has taken no action which could reasonably be expected to directly or indirectly violate Regulation M under the Exchange Act.

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(ff) No Additional Agreements. The Company does not have any agreement or understanding (including side letters) with any Purchaser with respect to the transactions contemplated by this Agreement other than as specified herein.

(gg) No Disqualification Events. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s Knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1). The Company is not aware of any Person (other than any Company Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Initial Shares and or Additional Shares pursuant to this Agreement. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).

(hh) Security. The Company and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptants. The Company and the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all Personal Data (as defined below) that is in the Company’s possession, and sensitive, confidential or regulated data (collectively, the “Confidential Data”)) used in connection with their businesses, and there have been no breaches, violations, outages, or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Confidential Data and to the protection of such IT Systems and Confidential Data from unauthorized use, access, misappropriation or modification. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (iv) “personal data” as defined by the European Union General Data Protection Regulation (EU 2016/679), and (v) any other piece of information that allows the identification of such natural person.

(ii) Compliance with Data Privacy Laws. To the Company’s Knowledge, the Company and the Subsidiaries are, and at all times since January 1, 2024 have been, in material compliance with all applicable state and federal data privacy and security Laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including HIPAA, and the European Union General Data Protection Regulation (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and the Subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”).

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To the Company’s Knowledge, none of such disclosures made or contained in any Privacy Statements have been materially inaccurate, misleading, incomplete, or in material violation of any Privacy Laws. The Company further certifies that neither it nor any of the Subsidiaries: (i) has received notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Section 3.02. Representations and Warranties of Each Purchaser. Each Purchaser, for itself and for no other Purchaser, represents and warrants to the Company that the statements contained in this Section 3.02 are true and correct as of the date hereof and will be true and correct as of the Initial Closing Date and, if such Purchaser elects to purchase Additional Shares at the Subsequent Closing, as of the Subsequent Closing Date (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization with the requisite corporate or, if such Purchaser is not a corporation, such partnership, limited liability company, or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations. The execution and delivery of this Agreement by such Purchaser and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Purchaser. Each other Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, examinership, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(b) No Conflicts. The execution, delivery, and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which such Purchaser is a party, or (iii) result in a violation of any Law, rule, regulation, order, judgment, or decree (including any applicable U.S. federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights, or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

(c) Investment Intent. Such Purchaser understands that the Initial Shares and the Additional Shares are or will be “restricted securities” and the offer and sale thereof have not been registered under the Securities Act or other applicable U.S. federal and state securities laws, and is acquiring the Initial Shares and the Additional Shares as principal for its own account and not with a view to, or for distributing or reselling such Initial Shares and Additional Shares or any part thereof in violation of the Securities Act or other applicable U.S. federal and state securities laws, provided, however, that by

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making the representations in this Agreement, such Purchaser does not agree to hold any of the Initial Shares or the Additional Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Initial Shares and Additional Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with the other applicable U.S. federal and state securities laws. Such Purchaser is acquiring Initial Shares and Additional Shares hereunder in the ordinary course of its business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any Initial Shares or Additional Shares (or any securities which are derivatives thereof) to or through any person or entity in violation of federal securities law.

(d) Purchaser Status. At the time such Purchaser was offered the Initial Shares and the Additional Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(e) General Solicitation. Such Purchaser is not purchasing Initial Shares and Additional Shares as a result of any advertisement, article, notice, or other communication regarding the Initial Shares or the Additional Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. The purchase of Initial Shares and Additional Shares by such Purchaser has not been solicited by or through anyone other than the Company.

(f) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Initial Shares and the Additional Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Initial Shares and the Additional Shares.

(g) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Initial Shares and the Additional Shares and the merits and risks of investing in the Initial Shares and the Additional Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy, and completeness of the SEC Reports and the Company’s representations and warranties contained in this Agreement. Such Purchaser has sought such accounting, legal, and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of Initial Shares and Additional Shares.

(h) Certain Trading Activities. Other than with respect to the transactions contemplated in this Agreement, since the time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, the Purchaser has not, directly or indirectly, effected or agreed to effect any Short Sales. Notwithstanding the foregoing, (i) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the foregoing representation shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase Initial Shares and

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Additional Shares covered by this Agreement and (ii) and in the case of a Purchaser whose investment adviser utilized an information barrier with respect to the information regarding the transactions contemplated hereunder after first being contacted by the Company or such other Person representing the Company, the representation set forth above shall only apply after the point in time when the portfolio manager who manages such Purchaser’s assets was informed of the information regarding the transactions contemplated hereunder and, with respect to the Purchaser’s investment adviser, the representation set forth above shall only apply with respect to any purchases or sales, including Short Sales, of the securities of the Company on behalf of other funds or investment vehicles for which the Purchaser’s investment adviser is also an investment adviser or sub-adviser after the point in time when the portfolio manager who manages the assets of such other funds or investment vehicles for which the Purchaser’s investment adviser is also an investment adviser or sub-adviser was informed of the information regarding the transactions contemplated hereunder. Other than to other Persons party to this Agreement and to the Purchaser’s representatives or agents, including the Purchaser’s legal, tax and investment advisors, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained in this Agreement shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

(i) Brokers and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest, or claim against or upon the Purchaser for any commission, fee, or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. No Purchaser shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 3.2(i) that may be due in connection with the transactions contemplated by this Agreement.

(j) Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Initial Shares and Additional Shares pursuant to this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of Initial Shares and Additional Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Initial Shares and Additional Shares.

(k) Reliance on Exemptions. Such Purchaser understands that the Initial Shares and the Additional Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the Securities Act and other applicable U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth in this Agreement in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire Initial Shares and the Additional Shares.

(l) No Governmental Review. Such Purchaser understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Initial Shares and the Additional Shares or the fairness or suitability of the investment in the Initial Shares or the Additional Shares nor have such authorities passed upon or endorsed the merits of the offering of the Initial Shares or the Additional Shares.

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(m) Regulation M. Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Initial Shares and the Additional Shares and other activities with respect to the Initial Shares and the Additional Shares by the Purchasers.

(n) Beneficial Ownership. The purchase by such Purchaser of the Initial Shares and the Additional Shares issuable to it at the Initial Closing and the Subsequent Closing will not result in such Purchaser (individually or together with any other Person with whom such Purchaser has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving the Company’s securities) acquiring, or obtaining the right to acquire, beneficial ownership in excess of 19.9% of the outstanding shares of Common Stock or of the voting power of the Company on a post transaction basis that assumes that the Initial Closing and the Subsequent Closing have occurred. Such Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of such Closing when added to any other securities of the Company that it or they then own or have the right to acquire, beneficial ownership in excess of 19.9% of the outstanding shares of Common Stock or of the voting power of the Company on a post transaction basis that assumes that the Initial Closing and the Subsequent Closing have occurred.

(o) Residency. Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Initial Shares was made (if an entity) are located at the address set forth under such Purchaser’s name on Appendix B or as otherwise disclosed to the Company in writing (which writing may be an email from a Purchaser or its agent) or as otherwise specified below its address on Appendix B.

The Company and each of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article 3 and the other Transaction Documents.

Article 4

Other Agreement of the Parties

Section 4.01. Transfer Restrictions.

(a) Compliance with Laws. Notwithstanding any other provision of this Article 4, each Purchaser covenants that the Initial Shares and the Additional Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with other applicable U.S. federal and state securities laws. In connection with any transfer of Initial Shares and Additional Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 (provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule), or (iv) in connection with a bona fide pledge as contemplated in Section 4.01(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Initial Shares or Additional Shares under the Securities Act and, as a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement with respect to such transferred Initial Shares or Additional Shares.

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(b) Legends. Book-entry statements evidencing the Initial Shares and the Additional Shares shall bear any legend required by the “blue sky” laws of any state and a restrictive legend in substantially the following form:

THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TO WHICH THIS CONFIRMATION RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY AND ITS TRANSFER AGENT SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Initial Shares or Additional Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company, and no legal opinion of legal counsel to the pledgee, secured party, or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Initial Shares or the Additional Shares or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Initial Shares or the Additional Shares may reasonably request in connection with a pledge or transfer of the Initial Shares or the Additional Shares, as applicable, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.01(c), any Initial Shares or Additional Shares subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.01(b).

(c) Removal of Legends. The legend set forth in Section 4.01(b) above shall be removed and the Company shall cause its Transfer Agent to issue book-entry statements without such legend or any other legend to the holder of the applicable Initial Shares or Additional Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”) (i) if such Initial Shares or Additional Shares are sold or transferred pursuant to Rule

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144, or (ii) if such Initial Shares or Additional Shares are eligible for sale under Rule 144, without the requirement for the Company to be compliance with the current public information required under Rule 144 as to such Initial Shares or Additional Shares and without volume or manner-of-sale restrictions. Book-entry notations for the Initial Shares or Additional Shares subject to legend removal hereunder may be transmitted by the Company’s Transfer Agent to such Purchaser by crediting the DTC account of such Purchaser’s broker or other DTC participant as directed by such Purchaser, and the Company shall provide any legal opinions, or other information acceptable to the Transfer Agent in lieu of legal opinions, required by the Transfer Agent in connection with any such legend removal.

(d) Irrevocable Transfer Agent Instructions. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions (or instructions that are consistent therewith) will be given by the Company to its Transfer Agent in connection with this Agreement, and that the Initial Shares and the Additional Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.01(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.01(d) may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.01(d) that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing irreparable harm or economic loss and without any bond or other security being required.

Section 4.02. Furnishing of Information. In order to enable the Purchasers to sell the Initial Shares and the Additional Shares under Rule 144, until such time as each Purchaser may sell Initial Shares and the Additional Shares without limitation under Rule 144 (including without the need for current public information required by Rule 144(i)(2)), the Company shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act and, if during such period, the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Initial Shares and the Additional Shares under Rule 144.

Section 4.03. Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Initial Shares and the Additional Shares in a manner that would require the registration under the Securities Act of the sale of the Initial Shares and the Additional Shares to the Purchasers, or that will be integrated with the offer or sale of the Initial Shares and the Additional Shares for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

Section 4.04. Securities Laws Disclosure; Publicity. By no later than 5:30 p.m., New York City time, on the Trading Day that is four Trading Days following the date hereof (the “Disclosure Deadline”), the Company shall (a) issue a press release (the “Press Release”) disclosing (x) all material terms of the transactions contemplated hereby and by the other Transaction Documents and (y) all other material non-public information pertaining to the Company and its operations, to the extent such information has been provided or made available to any of the Purchasers prior to the issuance of the Press Release and (b) file a Current Report on Form 8-K with the Commission describing the terms of

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this Agreement and the other Transaction Documents (and including as exhibits to such Current Report on Form 8-K this Agreement and the material other Transaction Documents and the Press Release); provided that the Press Release shall not publicly disclose the name of any Purchaser or investment adviser of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser without the prior written consent of such Purchaser. In addition, notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or investment adviser of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser without the prior written consent of such Purchaser (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or Trading Market, except as required by U.S. federal securities law (A) in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (B) to the extent such disclosure is required by law, request of the Commission’s staff or Trading Market regulations, in which case the Company shall provide the Purchasers with prior written notice of and a reasonable opportunity to review such disclosure permitted under this subclause (ii). From and after the issuance of the Press Release, no Purchaser shall be in possession of any material, non-public information received from the Company, any Subsidiary or any of their respective officers, directors, employees or agents. Each Purchaser, severally and not jointly with any other Purchaser, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the Press Release, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information provided in connection therewith; provided, however, that any disclosure may be made by the Purchaser to the Purchaser’s representatives or agents, including the Purchaser’s legal, tax, and investment advisors.

Section 4.05. Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, or as expressly required by any applicable securities law, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information regarding the Company that the Company believes constitutes material non-public information without the express written (email being sufficient) consent of such Purchaser, (i) unless prior thereto such Purchaser shall have committed to customary obligations regarding the confidentiality and use of such information and (ii) except in the case of material, nonpublic information provided to an observer of the Board of Directors or member of the Board of Directors who is affiliated with such Purchaser. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Section 4.06. Use of Proceeds. The Company shall use the net proceeds from the sale of the Initial Shares and the Additional Shares hereunder for working capital and general corporate purposes.

Section 4.07. Principal Trading Market Listing. The Company shall use its commercially reasonable efforts to take all steps necessary to cause the Initial Shares and the Additional Shares to be approved for listing on the Principal Trading Market as promptly as possible.

Section 4.08. Short Sales After the Date Hereof. No Purchaser shall engage, directly or indirectly, in any transactions in the Company’s securities (including any Short Sales involving the Company’s securities) during the period from the date hereof until the transactions contemplated by this Agreement are first publicly announced as required by and described in Section 4.04.

Section 4.09. Indemnification of Purchasers. Subject to the provisions of this Section 4.09, the Company will indemnify and hold each Purchaser and its directors, officers, stockholders, members, partners, employees, investment advisers, and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each

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Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners, investment advisers, or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants, or agreements made by the Company in this Agreement or the other Transaction Documents or (ii) any Proceeding instituted against a Purchaser in any capacity, or any Purchaser Party, by any stockholder of the Company who is not an Affiliate of such Purchaser seeking indemnification, with respect to any of the transactions contemplated by this Agreement or the other Transaction Documents (unless such action is based upon a breach of such Purchaser’s representations, warranties, or covenants under this Agreement or the other Transaction Documents, or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities Laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). Promptly after receipt by any such Person (the “Indemnified Person”) of notice of any demand, claim, or circumstances that would or may give rise to a claim or the commencement of any Proceeding or investigation in respect of which indemnity may be sought pursuant to this Section 4.09, such Indemnified Person shall promptly notify the Company in writing and, (1) with respect to claims relating to clause (i) above, the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all reasonable and documented fees and expenses relating to such Proceeding or investigation and (2) with respect to claims relating to clause (ii) above, the Indemnified Person shall have the right to assume the defense thereof or, in its sole discretion, consent to the assumption of defense by the Company, and shall so inform the Company in such notice; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding under clause (i) or, if the Indemnified Person has consented to the Company assuming defense of a proceeding under clause (ii), any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (x) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (y) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (z) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the event of the circumstances described in the foregoing clause (z), if the Indemnified Person notifies the Company in writing that such Indemnified Person elects to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense of such claim on behalf of such Indemnified Person. The Company shall not be liable for any settlement of any proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned or to the extent fees or costs incurred pursuant to this Section 4.09 are attributable to the Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by the Purchasers in this Agreement or the other Transaction Documents. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed, or conditioned, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

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Section 4.10. Equal Treatment of Purchasers. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of the Purchasers. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of shares of Common Stock or otherwise.

Article 5

Conditions to Closings

Section 5.01. Conditions Precedent to the Obligations of the Purchasers. The obligation of each Purchaser to purchase Initial Shares at the Initial Closing and to purchase Additional Shares at the Subsequent Closing is, in each case, subject to the fulfillment to such Purchaser’s reasonable satisfaction, on or prior to the Initial Closing Date or the Subsequent Closing Date, as applicable, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):

(a) Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Initial Closing Date or the Subsequent Closing Date, as applicable, as though made on and as of such date, except for such representations and warranties that speak as of a specific date, which shall be true and correct in all respects as of such date (unless as of a specific date therein in which case they shall be accurate as of such date).

(b) Performance. The Company shall have performed, satisfied, and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Initial Closing or the Subsequent Closing, as applicable.

(c) No Injunction. No statute, rule, regulation, order, executive order, decree, judgment, writ, order, ruling, or injunction shall have been enacted, entered, promulgated, issued, or endorsed by any court of competent jurisdiction or any Governmental Authority that enjoins, prevents, or prohibits the consummation of any of the transactions contemplated by this Agreement.

(d) Consents. The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations, and waivers necessary for consummation of the purchase and sale of the Initial Shares or the Additional Shares, as applicable, all of which shall be and remain so long as necessary in full force and effect.

(e) Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect.

(f) No Suspensions of Trading in Common Stock; No Stop Orders; Listing. The Common Stock shall not have been suspended by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal Trading Market have been threatened, except as disclosed in the SEC Reports, either (i) in writing by the Commission or the Principal Trading Market or (ii) by falling below the minimum listing maintenance requirements of the Principal Trading Market. No stop order shall have been imposed by the Nasdaq Capital Market, the Commission or any other Governmental Authority or regulatory body with respect to public trading in the Common Stock.

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(g) Company Deliverables. The Company shall have delivered the Initial Company Deliverables or the Subsequent Company Deliverables, as applicable, in accordance with Section 2.03(a) or Section 2.06(a), as applicable.

(h) Compliance Certificate. The Company shall have delivered to each Purchaser a certificate, dated as of the Initial Closing Date or the Subsequent Closing Date, as applicable, and signed by its Chief Executive Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (e) and (f).

Section 5.02. Conditions Precedent to the Obligations of the Company. The Company’s obligation to issue and sell Initial Shares at the Initial Closing and to issue and sell Additional Shares at the Subsequent Closing to each Purchaser is, in each case, subject to the fulfillment to the reasonable satisfaction of the Company on or prior to the Initial Closing Date or the Subsequent Closing Date, as applicable, of the following conditions, any of which may be waived by the Company:

(a) Representations and Warranties. The representations and warranties made by each Purchaser in Section 3.02 hereof shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made, and as of the Initial Closing Date or the Subsequent Closing Date, as applicable, as though made on and as of such date, except for such representations and warranties that speak as of a specific date, which shall be true and correct in all respects as of such date (unless as of a specific date therein in which case they shall be accurate as of such date).

(b) Performance. Such Purchaser shall have performed, satisfied, and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied, or complied with by such Purchaser at or prior to the Initial Closing Date or the Subsequent Closing Date, as applicable.

(c) No Injunction. No statute, rule, regulation, order, executive order, decree, judgment, writ, order, ruling, or injunction shall have been enacted, entered, promulgated, issued, or endorsed by any court of competent jurisdiction or any Governmental Authority that enjoins, prevents, or prohibits the consummation of any of the transactions contemplated by this Agreement.

(d) Purchaser Deliverables. Such Purchaser shall have delivered its Initial Purchaser Deliverables or the Subsequent Purchaser Deliverables, as applicable, in accordance with Section 2.03(b) or Section 2.06(b), as applicable.

Article 6

Miscellaneous

Section 6.01. Fees and Expenses. The Company and the Purchasers shall each pay the fees and expenses of their respective advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement. The Company shall pay all Transfer Agent fees and other taxes and duties levied in connection with the issuance and sale of the Shares to the Purchasers.

Section 6.02. Entire Agreement. This Agreement and the other Transaction Documents, together with the exhibits and schedules hereto and thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, discussions, and representations, oral or written, with respect to such matters, which the parties

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acknowledge have been merged into such documents, exhibits, and schedules. Before or at the Closing, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under this Agreement.

Section 6.03. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via electronic mail at the e-mail address specified in this Section 6.03 prior to 5:00 p.m., New York City time, on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via electronic mail at the e-mail address or facsimile number specified in this Section 6.03 on a day that is not a Trading Day or later than 5:00 p.m., New York City time, on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given if delivered personally; provided, in the case of clauses (a) and (b), that notice shall not be deemed given or effective if the sender receives an automatic system-generated response that such electronic mail was undeliverable. The address for such notices and communications shall be as follows:

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

Section 6.04. Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented, or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers who collectively have agreed to purchase at least a majority in interest of the Shares, provided that (a) no amendment to Section 4.04, Section 4.05, Section 4.08, Section 4.09, Section 4.10, or this Section 6.04 may be made without the consent of each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought and (b) any proposed amendment that would, by its terms, have a disproportionate and materially adverse effect on any Purchaser shall require the consent of such Purchaser(s). No waiver of any default with respect to any provision, condition, or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers (in the case of amendments or

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waivers following Closing, who then hold Shares). Notwithstanding anything to the contrary in this Agreement, without the express written consent of the Purchaser, this Agreement may not be amended, modified or waived to increase or decrease the number of Shares that such Purchaser is obligated to purchase hereunder or to increase or decrease the purchase price to be paid by such Purchaser for such Shares.

Section 6.05. Construction. The headings in this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the other Transaction Documents.

Section 6.06. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of each Purchaser. Any Purchaser may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns or transfers any Shares in compliance with this Agreement and applicable law, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the Purchasers.

Section 6.07. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except the Purchaser Parties are intended beneficiaries of Section 4.09.

Section 6.08. Governing Law. All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement, and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees, or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed in this Agreement (including with respect to the enforcement of this Agreement and the other Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained in this Agreement shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 6.09. Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained in this Agreement shall survive the Closing and the delivery of the Shares.

Section 6.10. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

Section 6.11. Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand, or option under this Agreement, and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand, or election in whole or in part without prejudice to its future actions and rights.

Section 6.12. Replacement of Securities. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen, or destroyed, the Company may issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer Agent of such loss, theft, or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith or, if required by the Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

Section 6.13. Adjustments in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in this Agreement to a number of shares or a price per share shall be deemed to be amended to appropriately account for such event.

Section 6.14. Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. The decision of each Purchaser to purchase Shares pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained in this Agreement, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting

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in concert or as a group (including a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of this Agreement and the other Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Section 6.15. Termination. This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to the Closing (i) automatically if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date or (ii) by a Purchaser (with respect to itself) if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillment, and shall not have been waived by such Purchaser; provided, however, that the right to terminate this Agreement under clause (ii) shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 6.15 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.15, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.15, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under this Agreement or the other Transaction Documents as a result therefrom.

Section 6.16. Waivers of Conflicts. Each party to this Agreement acknowledges that Akerman LLP, counsel for the Company, may have in the past performed and may continue to perform legal services to one or more Purchasers or their Affiliates in matters unrelated to the transactions contemplated by this Agreement, including the representation of one or more Purchasers or their affiliates in matters of a similar nature to such transactions. Accordingly, except as otherwise agreed between the Company and a Purchaser, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Akerman LLP’s representation of (i) one or more Purchasers or their affiliates in such unrelated matters and (ii) the Company in connection with this Agreement and the transactions contemplated by this Agreement.

Section 6.17. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, or by any electronic signature complying with the U.S. ESIGN Act of 2000 or the New York Electronic Signatures and Records Act, such signature shall create a legally valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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(Remainder of page intentionally left

blank; signature pages follow.)

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Securities Purchase Agreement]

Appendix A

Definitions

and

Index of Defined Terms

Definitions

The following terms have the meanings set forth below:

“Additional Subscription Amount” means, with respect to each Purchaser, the aggregate amount to be paid for the Additional Shares purchased hereunder by such Purchaser in U.S. dollars and in immediately available funds, which amount represents the number of Additional Shares purchased by such Purchaser multiplied by the Additional Per Share Purchase Price.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Balance Sheet” means the unaudited consolidated balance sheet of the Company and the Subsidiaries as of September 30, 2024 included in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2024.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” means the Initial Closing or the Subsequent Closing, as applicable.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company’s Knowledge” means with respect to any statement made to the Company’s Knowledge, that the statement is based upon the actual knowledge, or knowledge that would have been acquired after reasonable inquiry, of the executive officers or directors of the Company having responsibility for the matter or matters that are the subject of the statement. With respect to any matters relating to Company Intellectual Property, such awareness or reasonable expectation to have knowledge does not require any such individual to conduct or have conducted or obtain or have obtained any freedom to operate opinions of counsel or any Intellectual Property Rights clearance searches.

“Contract” means, with respect to any Person, any written or oral agreement, contract, subcontract, lease (whether for real or personal property), mortgage, license, or other legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets are bound or affected under applicable Law.

“Control” (including the terms “controlling,” “controlled by,” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract, or otherwise.

“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval system.

“Effect” means any effect, change, event, circumstance, state of fact, occurrence, or development.

App. A-1

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“GAAP” means generally accepted accounting principles and practices in effect from time to time within the United States applied consistently throughout the period involved.

“Governmental Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, supra-national or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and any taxing authority) or (d) self-regulatory organization (including the Nasdaq Capital Market).

“Initial Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading Day following the date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Initial Subscription Amount” means, with respect to each Purchaser, the aggregate amount to be paid for the Initial Shares purchased hereunder by such Purchaser set forth in the “Initial Purchase Price” column opposite such Purchaser’s name in the table set forth on Appendix B, in U.S. dollars and in immediately available funds, which amount represents the number of Initial Shares purchased by such Purchaser multiplied by the Initial Per Share Purchase Price.

“Intellectual Property Rights” means any and all of the following statutory and/or common law rights in any jurisdiction throughout the world: (i) patents, patent applications and patent disclosures; (ii) Internet domain names, trademarks, service marks, trade dress, trade names, logos and corporate names, and registrations and applications for registration thereof together with all translations, transliterations, adaptations, derivations and combinations thereof and including all of the goodwill associated therewith; (iii) copyrights and copyrightable works (registered or unregistered); (iv) trade secrets and other confidential information (including ideas, formulas, recipes, compositions, inventions, discoveries or invention disclosures and improvements (whether patentable or unpatentable and whether or not reduced to practice)), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, non-public data and databases, financial and marketing plans and customer and supplier lists and information; (v) all rights in software; (vi) registrations and applications for any of the foregoing; and (vii) other proprietary, intellectual property and/or industrial rights.

“Irrevocable Transfer Agent Instructions” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in substantially the form of Exhibit A, executed by the Company and delivered to the Transfer Agent.

“Law” means any federal, state, national, supra-national, foreign, local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, order, judgment or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (including under the authority of the Nasdaq Capital Market or the Financial Industry Regulatory Authority, Inc.).

App. A-2

“Material Adverse Effect” means any Effect, individually or together with any other Effect, that (a) has had, has, or would reasonably be expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects related thereto of the Company and the Subsidiaries, taken as a whole; (b) prevents or materially interferes with the consummation of the transactions contemplated hereby or the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document or (c) results in the delisting of the Common Stock from the Nasdaq Capital Market.

“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.

“Organizational Document” means, with respect to any entity, the certificate of incorporation, articles of incorporation, certificate of formation, articles of organization, bylaws, partnership agreement, limited liability company agreement, operating agreement, formation agreement and other similar organizational documents of such entity (in each case, as amended through the date of this Agreement).

“Outside Date” means the fifth Business Day following the date of this Agreement.

“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement, the Initial Closing Date, and the Subscription Closing Date shall be the Nasdaq Capital Market.

“Proceeding” means an action, claim, suit, investigation or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Rights Agreement” means a Registration Rights Agreement in the form attached as Exhibit C.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Short Sales” include (a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (b) sales and other transactions through non-U.S. broker dealers or non-U.S. regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Stock Issuance Questionnaire” means a Stock Issuance Questionnaire in the form attached as Exhibit B.

App. A-3

“Subsequent Closing Date” means May 31, 2025, or such later date as may be agreed by the Company and the Purchasers who purchase at least a majority of the Initial Shares; provided, that the Subsequent Closing Date shall not be later than July 31, 2025.

“Subsidiary” means any subsidiary of the Company listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, in which the Company owns at least an 90.0% interest.

“Trading Day” means a day on which the Principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the schedules and exhibits attached hereto, the Rights Agreement, the Irrevocable Transfer Agent Instructions, and any other documents or agreements explicitly contemplated hereunder.

“Transfer Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company, or any successor transfer agent for the Company.

App. A-4

Index of Defined Terms

App. A-5

App. A-6

Appendix B

Purchaser Information

Exhibit A

Form of Irrevocable

Transfer Agent Instructions

As of [•], 2024

Computershare Trust Company, N.A.

8742 Lucent Blvd.

Suite 225

Highlands Ranch, CO 80129

Ladies and Gentlemen:

Reference is made to that certain Securities Purchase Agreement, dated as of [    ], 2024 (the “Purchase Agreement”), by and among Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”), and the purchasers named on the signature pages thereto (collectively, and including permitted transferees, the “Holders”), pursuant to which the Company is issuing to the Holders an aggregate of [    ] shares of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares, the “Shares”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter shall serve as our irrevocable authorization and direction to you to issue the Shares as book-entry restricted shares in the names and denominations specified on Schedule I hereto. The offer and sale of the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are, therefore, “restricted securities.” Accordingly, the Shares shall bear the following restrictive legend:

THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TO WHICH THIS CONFIRMATION RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY AND ITS TRANSFER AGENT SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third-party beneficiary to these instructions.

Exhibit B

Stock Issuance Questionnaire

The undersigned hereby provides the information below to Odyssey Marine Exploration, Inc. (the “Company”) pursuant to Section 2.03(b) or Section 2.06(b) of the Securities Purchase Agreement, dated December [ ], 2024, by and among the Company, the undersigned, and the other purchasers named therein:

Exhibit C

Form of Registration

Rights Agreement

(See attached)

Exhibit 10.02

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2024, among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), each investor identified on the signature pages hereto (collectively, the “Investors” and, each individually, an “Investor”).

Recitals:

A. The Company and the Investors are parties to a Securities Purchase Agreement, dated as of December 23, 2024 (the “Purchase Agreement”), pursuant to which the Investors have purchased [    ] shares of Common Stock (as defined below).

B. In connection with the consummation up to 14,598,053 of the transactions contemplated by the Purchase Agreement and pursuant to the terms of the Purchase Agreement, the parties hereto desire to enter into this Agreement in order to grant certain registration rights to the Investors as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Investors hereby agree as follows:

Section 1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to the Common Stock).

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Registrable Securities” means (a) the shares of Common Stock purchased pursuant to the Purchase Agreement and beneficially owned by the Investor, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the Commission has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, or (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1).

“Registration Statement” means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 5.

“Target Filing Date” means February 28, 2025.

Section 2. Registration. As soon as practicable after the date of this Agreement, but not later than the Target Filing Date, the Company shall (i) prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1, Form S-3 or other the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”) that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”) and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

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Section 3. Piggyback Registration.

(a) If (i) there is not an effective Shelf Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (x) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (y) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (z) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

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(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

Section 4. Registration Procedures. In connection with the registration of the offer and sale of Registrable pursuant to Section 2, the Company shall use its commercially reasonable efforts to effect the registration of the offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable and as applicable:

(a) subject to Section 2, prepare and file with the Commission a Registration Statement covering such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to be declared effective;

(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until the first anniversary of the date of this Agreement, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto with the Commission, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and reasonable approval of such counsel;

(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed with the Commission;

(e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f) notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(h) use its commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or;

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(i) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(j) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(k) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(l) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable; and

(m) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

Section 5. Expenses. All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be paid by the Company, including, without limitation, all (a) registration and filing fees (including, without limitation, any fees relating to filings required to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are listed or quoted); (b) underwriting expenses (other than fees, commissions or discounts); (c) expenses of any audits incident to or required by any such registration; (d) fees and expenses of complying with securities laws; (e) printing expenses; (f) fees and expenses of the Company’s counsel and accountants; and (g) Financial Industry Regulatory Authority, Inc. filing fees (if any). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expense of any annual audits. All Selling Expenses relating to the offer and sale of Registrable Securities registered under the Securities Act pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities included in such registration for each such holder.

Section 6. Indemnification.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities and each other Controlling Person, if any, who controls any of the foregoing Persons, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or

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alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities. This indemnity shall be in addition to any liability the Company may otherwise have.

(b) In connection with any registration in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Controlling Person who controls any of the foregoing Persons against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder; provided, that the obligation to indemnify shall be several, not joint and several, for each holder and shall not exceed an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability the selling holder may otherwise have.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 6, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that, if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon

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matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Controlling Person of such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other similar federal or state securities laws or rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any applicable registration, qualification or compliance was perpetrated by the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

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Section 8. Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration, the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Registration Date;

(b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Registration Date; and

(c) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration.

Section 9. Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 5 and Section 6 shall survive any such termination.

Section 10. Notices. All 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); or (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10).

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Section 11. Entire Agreement. This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement 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. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions of this Agreement shall control.

Section 12. Successor 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. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Investors; provided, that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. Each Investor may assign its rights hereunder to any purchaser or transferee of Registrable Securities; provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as an Investor whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of an Investor herein and had originally been a party hereto.

Section 13. 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; provided, however, the parties hereto hereby acknowledge that the Persons set forth in Section 6 are express third-party beneficiaries of the obligations of the parties hereto set forth in Section 6.

Section 14. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 15. Amendment, Modification and Waiver. Except as otherwise provided herein, the provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, 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 16. Severability. If any term or provision of this Agreement is 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.

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Section 17. Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

Section 18. Governing Law; Submission to Jurisdiction. 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). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, Borough of Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 19. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such 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 19.

Section 20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be 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. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.

Section 21. Further Assurances. Each of the parties to this Agreement shall, and shall cause their Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.

(Remainder of page intentionally left

blank; signature pages follow.)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature Page to Registration Rights Agreement]

Exhibit 10.03

Execution Version

AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT

This AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 23, 2024, by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 (the “Company”), DP SPV I LLC, a Delaware limited liability company (“DP SPV I LLC”), and each Person whose name appears on the signature page to this Amendment (each a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the NWPA or the Notes, each as referred to and defined below.

RECITALS

WHEREAS, the Company, the Collateral Agent and the Buyer entered into that certain Note and Warrant Purchase Agreement, dated as of March 6, 2023 (as amended, modified, extended, restated, replaced, joined or supplemented from time to time, the “NWPA”), governing the terms of the Note (the “Initial Note”) and the Warrant (the “Initial Warrant”) issued by the Company to the Buyer upon the terms and subject to the conditions set forth therein; and

WHEREAS, the Buyer thereafter assigned all of the Initial Note and the Initial Warrant to the Holders in a series of assignments (the portion of the Initial Note as assigned to each Holder, the “Holder Note” and together, collectively, the “Holder Notes”; the portion of the Initial Warrant as assigned to each Holder, the “Holder Warrant” and together, collectively, the “Holder Warrants”; and

WHEREAS, the Company and the Holders amended and restated the Holder’s Warrants pursuant to amended and restated warrants between the Company and each of the Holders (collectively, the “Warrants”) dated as of January 30, 2024; and

WHEREAS, the Company has requested that the Collateral Agent and the Holders agree to amend certain provisions of the Notes to extend the maturity date thereof, as set forth herein; and

WHEREAS, the Collateral Agent and the Holder have agreed to amend the Notes subject to certain conditions, including the amendment of the NWPA and the conditions as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Subject to the condition set forth in Section 3 of this Amendment, the NWPA is hereby amended as follows:

Exercise Procedures. The forms of exercise notice included in the Notes and Warrant sets forth the totality of the procedures required of any Holder in order to exercise the Conversion Right and the Warrant, respectively. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of any such Holder to exercise the Conversion Right or the Warrant. The Company shall honor exercise of the Conversion Right and the Warrant, and shall deliver the Conversion Shares and the Warrant Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the Notes or Warrant, as applicable.

(y) Minimum Liquidity. From July 1, 2025 through the Maturity Date, the Company shall at all times have sufficient cash immediately available in its bank accounts to fund its operations in accordance with its budget for the succeeding thirty (30) days (the “Minimum Liquidity”).

(z) Notice of Certain Events. The Company shall notify the Collateral Agent (i) within four (4) Business Days of a notice of termination of the JV Agreement; and (ii) within two (2) Business Days of its determination that it is not in compliance with Section 4(y).

(aa) Good Faith Negotiations. The Company, the Collateral Agent and each of the Holders agree that, following notice by the Company pursuant to Section 4(z), by notice of the Buyer pursuant to Section 9(a)(i), or the occurrence of any Event of Default, and subject to (i) the Company’s sufficient liquidity to fund its operations during such period and (ii) its ability and the ability of its board of directors to comply with its fiduciary duties and applicable laws and regulations, for a period of at least fifteen (15) days, the parties will negotiate in good faith to attempt to restructure the Company outside of a bankruptcy, receivership, insolvency or similar formal proceeding.

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(bb) Additional Collateral. The Company shall, no later than January 31, 2025:

(vi) the Company’s failure, upon exercise by a Holder of its right to convert all or a portion of the Convertible Obligations, to issue and deliver to Holder the Conversion Shares within ten (10) days of the Conversion Date;

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(vii) the Company’s failure to maintain Minimum Liquidity in accordance with Section 4(y); or

(viii) notice by either party to the JV Agreement to the other of termination of the JV Agreement in accordance with its terms if such termination notice is not revoked within thirty (30) days following the date thereof.

Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, unless an Event of Default under Section 9(a)(viii) has occurred and is continuing, in which case the limitation set forth below shall not apply, with respect to any other Event of Default under Section 9(a) other than a payment default on the Maturity Date the Collateral Agent shall not, and the Holders of a Majority In Interest shall not instruct the Collateral Agent to, exercise its rights under the Deposit Account Control Agreement between the Collateral Agent and Fifth Third Bank, National Association, dated as of May 21, 2024, as amended, with respect to the Company’s accounts prior to the Maturity Date except with respect to funds in excess of the Capital Raise Amount.

“Amendment Closing Date” means December 23, 2024.

“Capital Raise Amount” means the aggregate purchase price paid to the Company pursuant to the Securities Purchase Agreement.

“Conversion Right” means the right of the Holders to convert the outstanding obligations under the Notes to Common Stock pursuant to Section 4 of each of the Notes.

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“December 2023 Notes” means the promissory notes issued by the Company pursuant to the Note and Warrant Purchase Agreement dated as of December 1, 2023, by and among the company and the collateral agent and holders party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Equity Interests” has the meaning ascribed to it in the Security and Pledge Agreement.

“ExO” means Exploraciones Oceánicas, S. de R.L. de C.V.

“Guarantee” means the Subsidiary Guarantee by and among the Collateral Agent and each of the Guarantors dated as of December 23, 2024.

“JV Agreement” means the Joint Venture Agreement dated as of December 23, 2024, by and among Capital Latinamericano, S.A. de C.V., the Company and certain of the Company’s Subsidiaries with respect to a joint venture to develop a fertilizer project in Mexico based on the phosphate project developed by the Company and ExO, as amended, restated, supplemented or otherwise modified from time to time.

“Securities Purchase Agreement” means the Securities Purchase Agreement dated as of December 23, 2024, by and among the Company and the purchasers party thereto pursuant to which the Company will issue and the purchasers will purchase shares of the Common Stock for an aggregate purchase price of up to $12 million, as amended, restated, supplemented or otherwise modified from time to time.

Except as expressly modified hereby or by the Amendment Documents (as defined below), all terms, conditions and covenants contained in the Transaction Documents, including the Notes, and all rights of the holders of the Notes, including the Holder, and the Collateral Agent thereunder, shall remain in full force and effect. The Company hereby confirms that the Transaction Documents are in full force and effect and that the Company does not have any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the obligations under the Transaction Documents.

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The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment.

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The invalidity, illegality, or unenforceability of any provision in or obligation under this Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Amendment or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Amendment in all other respects shall remain valid and enforceable.

This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

This Amendment and the Transaction Documents, as amended by the Amendment Documents, set forth in full the terms of agreement between the parties hereto and thereto and are intended as the full, complete, and exclusive contracts governing the relationship between such parties, superseding all other discussions, promises, representations, warranties, agreements, and understandings between the parties with respect thereto.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

[Signature page to Amendment to Note and Warrant Purchase Agreement]

Exhibit 10.04

Execution Version

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF THE FOLLOWING: (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACTS COVERING THE TRANSACTION, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (3) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS.

ODYSSEY MARINE EXPLORATION, INC.

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

IMPORTANT EXPLANATORY NOTE

On March 6, 2023, the Company (as defined below) and DP SPV I LLC, a Delaware limited liability company or its assigns (the “Original Holder”), entered into a Note and Warrant Purchase Agreement pursuant to which the Company issued and sold to the Original Holder (a) an 11% Senior Secured Note due 2024, in the initial principal amount of up to $14.0 million (as amended from time to time prior to the date hereof, the “Original Note”), and (b) a Warrant to Purchase Common Stock (the “Original Warrant”). The Original Holder thereafter assigned portions of its interests in the Original Note and the Original Warrant to various assignees, including the “Holder” named below. The Company has agreed to amend certain provisions of the Original Note, including the portions thereof assigned to the assignees. This Amended and Restated Convertible Promissory Note amends and restates in their entirety the terms and provisions of the portion of the Original Note assigned to the Holder. In connection with the issuance of this Amended and Restated Convertible Promissory Note, the Holder has either (a) surrendered to the Company for cancellation any physical note representing the Holder’s portion of the Original Note (a “Predecessor Note”) or (b) certifies to the Company by signing this Amended and Restated Convertible Promissory Note that the Holder never received a Predecessor Note or the Holder received a Predecessor Note, but such Predecessor Note has been lost, stolen, or destroyed.

FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of [__________], a [____________________] company (the “Holder”), the principal sum of [__________________] U.S. DOLLARS ($___________.00), together with interest accruing from and after October 1, 2024, at the Interest Rate (as defined below) on the outstanding amount of principal. This Amended and Restated Convertible Promissory Note (this “Note” and, collectively with the other promissory notes issued in replacement of portions of the Original Note, the “March 2023 Notes”) evidences advances made pursuant to that certain Note and Warrant Purchase Agreement dated as of March 6, 2023 (the “Purchase Agreement”), by and among the Company, each Holder party thereto from time to time, and the collateral agent named therein (“Collateral Agent”) and is being issued to the Holder in replacement of the Holder’s portion of a Promissory Note (the “Original Note”) that was issued to DP SPV I LLC, a Delaware limited liability company (the “Original Holder”) pursuant to the Purchase Agreement. For the avoidance of doubt, the terms and provisions of this Note supersede in their entirety the terms and provisions of the portion of the Original Note that was assigned by the Original Holder to the Holder. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

1. Maturity. Subject to the provisions of Section 4 below, the entire unpaid principal sum of the Note disbursed and outstanding, together with any and all accrued interest thereon remaining unpaid, and any other sums due to the Holders in connection with the Indebtedness evidenced by this Note, shall be due and payable in full on June 30, 2025 (the “Maturity Date”); provided, however, that if the maturity date of the December 2023 Notes is extended from June 1, 2025 to at least March 31, 2026, the Maturity Date shall be December 31, 2025.

2. Interest. Subject to the provisions of Section 4 below, the Company will pay interest on the principal amount at an annual rate equal to 11.0% (the “Interest Rate”), on a quarterly basis, by adding an amount equivalent to the quarterly interest amount to the principal amount of the Note (“PIK Interest”); provided, however, at the Company’s option, upon ten (10) days’ prior written notice to the Collateral Agent and the Holder, any such quarterly interest payment hereunder may be satisfied by payment in cash in lieu of the PIK Interest.

3. Optional Redemption. Subject to the provisions of Section 4 below, the Company shall have the right to redeem at any time on or after the date on which the Registration Statement becomes effective all or any portion of the indebtedness outstanding under this Note (together with all accrued and unpaid interest, including PIK Interest) upon thirty (30) days’ prior written notice to the Holder.

4. Conversion.

(a) Option to Convert. Holder shall have the right at any time and from time to time prior to the Maturity Date (the “Conversion Period”), in accordance with the procedures set forth below, to convert all or any portion of the outstanding principal amount of this Note and any accrued and unpaid interest thereon, including PIK Interest (the “Convertible Obligations”) into Common Stock.

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(b) Exercise Notice. If Holder elects to exercise its right to convert the Convertible Obligations, Holder shall (i) specify in a written notice to the Company (an “Exercise Notice”) in substantially the form of notice attached hereto as Exhibit A (A) that Holder elects to exercise its right to convert all or a portion of the Convertible Obligations, (B) the amount of the Convertible Obligations to be so converted, (C) whether the Common Stock acquired pursuant to this Section 4 is to be issued in the name of Holder or a designee, and (D) Holder’s wire instructions; and (ii) surrender this Note to the Company and furnish any appropriate endorsements and transfer documents if required by the Company. As soon as practicable after the Conversion Date, unless the Company elects the Cash Option (as defined below), the Common Stock acquired by Holder pursuant to this Section 4 (the “Conversion Shares”) shall be registered by the Company in the name of Holder or its designee. The Company shall use its commercially reasonable efforts to cause such registration to occur within two (2) Business Days following the Conversion Date.

(c) Conversion Basis.

(i) If Holder elects to exercise its right to convert all or a portion of the Convertible Obligations, then the number of shares (rounded to the nearest whole number) of Common Stock that Holder shall be entitled to receive shall equal the quotient determined by dividing (A) the amount of the Convertible Obligations to be converted, as specified in the Exercise Notice, by (B) the Conversion Price (as defined below), as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. As used in this Note, (1) “Conversion Price” means 75.0% of the 30-Day VWAP (as defined below); provided, however, that, if the Conversion Price, as determined pursuant to the foregoing calculation, would be (x) less than $1.10, then the Conversion Price shall be equal to $1.10, or (y) greater than $2.20, the Conversion Price shall be equal to $2.20; (2) “30-Day VWAP” means the arithmetic average of the Daily VWAPs (as defined below) of the Common Stock over the thirty (30) consecutive trading days ending on, and including, the trading day immediately preceding the date of the Exercise Notice to which it is relevant; (3) “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 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 the Company, without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

(ii) Conversion Date. Any conversion of the Convertible Obligations pursuant to this Note by Holder shall be deemed to occur on the date which Holder delivers the Exercise Notice and surrenders this Note to the Company, or such later date as Holder may designate in the Exercise Notice (the “Conversion Date”), except that, if Holder delivers an Exercise Notice within thirty (30) days before the Maturity Date, then the Conversion Date shall be the Maturity Date.

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(d) Partial Conversion. If the Convertible Obligations are converted in part only then, upon surrender of this Note, the Company shall issue to the holder of this Note a new note or notes (dated the date hereof) of like tenor, in the aggregate face thereof for a principal amount equal to the principal amount on the face of this Note minus the principal amount so converted.

(e) Limitations on Exercise. Notwithstanding anything in this Note to the contrary:

(f) Maximum Percentage. Notwithstanding anything in this Note to the contrary, the Holder may notify the Company in a written notice in substantially the form of notice attached hereto as Exhibit B in the event it elects to be subject to the provisions contained in this subsection; however, no Holder shall be subject to this subsection unless such election is made. If the election is made by a Holder it shall do so by delivering a written notice to the Company, in which event, the Company shall not effect the exercise of the Holder’s Exercise Notice, and such Holder shall not have the right to exercise its right to convert such Convertible Obligations, to the

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extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Company’s actual knowledge, would beneficially own in excess of 4.99% or 9.99% (as specified by the Holder) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable pursuant to such Exercise Notice with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Convertible Obligations and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 4(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the Note, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage applicable to such Holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

5. Default; Remedies; Default Interest.

(g) Default. The occurrence of a “default” or “event of default” under any of the Transaction Documents shall constitute an “Event of Default” hereunder.

(h) Remedies upon Default. Upon the occurrence and continuation of an Event of Default that has not been cured in accordance with the terms of the Purchase Agreement, or at any time thereafter, at the option of the Holders holding a majority of the amount then-outstanding under the Notes, all Indebtedness hereunder immediately will become due and payable upon written notice to the Company from the Collateral Agent, and the Holder shall be entitled to exercise its other rights and remedies set forth in the Purchase Agreement.

(i) Default Interest. Notwithstanding anything to the contrary, upon the occurrence and continuation of an Event of Default that has not been cured in accordance with the terms of the Purchase Agreement, the Indebtedness hereunder shall bear interest at a per annum interest rate equal to the Interest Rate plus three percent (3.0%).

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6. Miscellaneous.

(a) Notices. All 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); or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. 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 5(a)); provided, however, that any notice to Holder must be delivered via e-mail in order to be deemed delivered hereunder:

(b) Interpretation. For purposes of this Note, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. Unless the context otherwise requires, references herein: (1) to Sections mean the Sections of, and Exhibits attached to, this Note; (2) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (3) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note 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.

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(c) Headings. The headings in this Note are for reference only and shall not affect the interpretation of this Note.

(d) Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note 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 Note 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.

(e) Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations hereunder. The Holder may assign all or any portion of its rights hereunder with the written consent of Collateral Agent, such consent not to be unreasonably withheld, conditioned or delayed, in substantially the form of assignment attached hereto as Exhibit C, or such other form as Collateral Agent may agree.

(f) Amendment and Modification; Waiver. This Note may only be amended, modified, or supplemented by an agreement in writing signed by the Company, Collateral Agent, and the Holder. 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 waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Note 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.

(g) Governing Law. This Note 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).

(b) Submission to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE BOROUGH OF MANHATTAN, AND THE COMPANY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO THE COMPANY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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(c) Waiver of Jury Trial. THE COMPANY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE THE COMPANY 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 NOTE, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE COMPANY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY HOLDER WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) THE COMPANY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) THE COMPANY MAKES THIS WAIVER VOLUNTARILY, AND (D) THE COMPANY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE FINANCIAL ACCOMODATIONS MADE FOR THE BENEFIT OF THE COMPANY HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS.

(h) Electronic Signatures. A signed copy of this Note (and any assignment hereof) 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 Note; provided, however, that the Company shall deliver an original signature page to this Note (and any assignment hereof) within ten (10) days of any Holder’s written request therefor.

[Signatures page follows]

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IN WITNESS WHEREOF, this Note has been duly executed by an authorized officer of the Company as of the date first written above.

Exhibit 10.05

Execution Version

AMENDMENT TO

AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK

This AMENDMENT TO AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of December 23, 2024, by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 (the “Company”), DP SPV I LLC, a Delaware limited liability company (“DP SPV I LLC”), and each Person whose name appears on the signature page to this Amendment (each a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the NWPA or the Note, each as referred to and defined below.

RECITALS

WHEREAS, the Company, the Collateral Agent and the Buyer entered into that certain Note and Warrant Purchase Agreement, dated as of March 6, 2023 (as amended, modified, extended, restated, replaced, joined or supplemented from time to time, the “NWPA”), governing the terms of the Note (the “Initial Note”) and the Warrant (the “Initial Warrant”) issued by the Company to the Buyer upon the terms and subject to the conditions set forth therein; and

WHEREAS, the Buyer thereafter assigned all of the Initial Note and the Initial Warrant to the Holders in a series of assignments (the portion of the Initial Note as assigned to each Holder, the “Holder Note” and together, collectively, the “Notes”; the portion of the Initial Warrant as assigned to each Holder, the “Holder Warrant” and together, collectively, the “Holder Warrants”; and

WHEREAS, the Company and the Holders amended and restated the Holder’s Warrants amended and restated warrants between the Company and each of the Holders (collectively, the “Warrants”) dated as of January 30, 2024; and

WHEREAS, the Company has requested that the Collateral Agent and the Holders agree to amend certain provisions of the Notes to extend the maturity date thereof, as set forth herein; and

WHEREAS, the Collateral Agent and the Holder have agreed to amend the Notes subject to certain conditions, including the amendment of the Warrants as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Subject to the condition set forth in Section 3 of this Amendment, the Warrants are hereby amended as follows:

Registration and Listing of Warrant. The Warrant Shares and other Registrable Securities (each as defined in the Registration Rights Agreement) shall be registered for resale by any Holder of any Registrable Securities issued pursuant to this Warrant under the 1933 Act as set forth in the Registration Rights Agreement.

Except as expressly modified hereby, all terms, conditions and covenants contained in the Transaction Documents, including the Notes, and all rights of the holders of the Notes, including the Holder, and the Collateral Agent thereunder, shall remain in full force and effect. The Company hereby confirms that the Transaction Documents are in full force and effect and that the Company does not have any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the obligations under the Transaction Documents.

The amendment in Section 1 is conditioned upon the contemporaneous effectiveness of an Amended and Restated Promissory Note between the Company and each of the Holders dated as of the date hereof.

The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment.

The invalidity, illegality, or unenforceability of any provision in or obligation under this Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Amendment or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Amendment in all other respects shall remain valid and enforceable.

This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

This Amendment and the Transaction Documents set forth in full the terms of agreement between the parties hereto and thereto and are intended as the full, complete, and exclusive contracts governing the relationship between such parties, superseding all other discussions, promises, representations, warranties, agreements, and understandings between the parties with respect thereto.

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[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

[Signature page to Amendment to Amended and Restated Warrants to Purchase Common Stock]

Exhibit 10.06

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF THE FOLLOWING: (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACTS COVERING THE TRANSACTION, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (3) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS.

ODYSSEY MARINE EXPLORATION, INC.

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

IMPORTANT EXPLANATORY NOTE

On December 1, 2023, the Company (as defined below) and Two Seas Master (Global) Fund LP, a Cayman Islands limited partnership, and the other parties thereto entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued and sold to the Buyers (as defined in the Purchase Agreement”) (a) a series of 11% Senior Secured Notes due 2024, in the aggregate initial principal amount of up to $6.0 million (as amended from time to time prior to the date hereof, the “Original Notes”), and (b) Warrants to Purchase Common Stock (the “Original Warrants”). The Company has agreed to amend certain provisions of the Original Notes, including the Original Notes held by the “Holder” named below. This Amended and Restated Convertible Promissory Note amends and restates in their entirety the terms and provisions of the Original Note held by the Holder. In connection with the issuance of this Amended and Restated Convertible Promissory Note, the Holder has either (a) surrendered to the Company for cancellation any physical note representing the Holder’s Original Note (a “Predecessor Note”) or (b) certifies to the Company by signing this Amended and Restated Convertible Promissory Note that the Holder never received a Predecessor Note or the Holder received a Predecessor Note, but such Predecessor Note has been lost, stolen, or destroyed.

FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of [__________], a [____________________] company (the “Holder”), the principal sum of [__________________] U.S. DOLLARS ($___________.00), together with interest accruing from and after October 1, 2024, at the Interest Rate (as defined below) on the outstanding amount of principal. This Amended and Restated Convertible Promissory Note (this “Note” and, collectively with the other promissory notes issued in replacement of the Original Notes, the “December 2023 Notes”) evidences advances made pursuant to that certain Note and Warrant Purchase Agreement dated as of December 1, 2023 (the “Purchase Agreement”), by and among the Company, each Holder party thereto from time to time, and the collateral agent named therein (“Collateral Agent”) and is being issued to the Holder in replacement of the Holder’s Promissory Note (the “Original Note”) that was issued to the Holder pursuant to the Purchase Agreement. For the avoidance of doubt, the terms and provisions of this Note supersede in their entirety the terms and provisions of the portion of the Original Note. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

1. Maturity. Subject to the provisions of Section 4 below, the entire unpaid principal sum of the Note disbursed and outstanding, together with any and all accrued interest thereon remaining unpaid, and any other sums due to the Holders in connection with the Indebtedness evidenced by this Note, shall be due and payable in full on April 1, 2026 (the “Maturity Date”).

2. Interest. Subject to the provisions of Section 4 below, the Company will pay interest on the principal amount at an annual rate equal to 11.0% (the “Interest Rate”), on a quarterly basis, by adding an amount equivalent to the quarterly interest amount to the principal amount of the Note (“PIK Interest”); provided, however, at the Company’s option, upon ten (10) days’ prior written notice to the Collateral Agent and the Holder, any such quarterly interest payment hereunder may be satisfied by payment in cash in lieu of the PIK Interest.

3. Optional Redemption. Subject to the provisions of Section 4 below, the Company shall have the right to redeem at any time on or after the date on which the Registration Statement becomes effective all or any portion of the indebtedness outstanding under this Note (together with all accrued and unpaid interest, including PIK Interest) upon thirty (30) days’ prior written notice to the Holder.

4. Conversion.

(a) Option to Convert. Holder shall have the right at any time and from time to time after June 1, 2025, and prior to the Maturity Date (the “Conversion Period”), in accordance with the procedures set forth below, to convert all or any portion of the outstanding principal amount of this Note and any accrued and unpaid interest thereon, including PIK Interest (the “Convertible Obligations”) into Common Stock.

(b) Exercise Notice. If Holder elects to exercise its right to convert the Convertible Obligations, Holder shall (i) specify in a written notice to the Company (an “Exercise Notice”) in substantially the form of notice attached hereto as Exhibit A (A) that Holder elects to exercise its right to convert all or a portion of the Convertible Obligations, (B) the amount of the Convertible Obligations to be so converted, (C) whether the Common Stock acquired pursuant to this Section 4 is to be issued in the name of Holder or a designee, and (D) Holder’s wire instructions; and (ii) surrender this Note to the Company and furnish any appropriate endorsements and transfer documents if required by the Company. As soon as practicable after the Conversion

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Date, unless the Company elects the Cash Option (as defined below), the Common Stock acquired by Holder pursuant to this Section 4 (the “Conversion Shares”) shall be registered by the Company in the name of Holder or its designee. The Company shall use its commercially reasonable efforts to cause such registration to occur within two (2) Business Days following the Conversion Date.

(c) Conversion Basis.

(i) If Holder elects to exercise its right to convert all or a portion of the Convertible Obligations, then the number of shares (rounded to the nearest whole number) of Common Stock that Holder shall be entitled to receive shall equal the quotient determined by dividing (A) the amount of the Convertible Obligations to be converted, as specified in the Exercise Notice, by (B) the Conversion Price (as defined below), as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. As used in this Note, (1) “Conversion Price” means 75.0% of the 30-Day VWAP (as defined below); provided, however, that, if the Conversion Price, as determined pursuant to the foregoing calculation, would be less than $1.10, then the Conversion Price shall be equal to $1.10, the Conversion Price shall be equal to $2.20; (2) “30-Day VWAP” means the arithmetic average of the Daily VWAPs (as defined below) of the Common Stock over the thirty (30) consecutive trading days ending on, and including, the trading day immediately preceding the date of the Exercise Notice to which it is relevant; (3) “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 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 the Company, without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

(ii) Conversion Date. Any conversion of the Convertible Obligations pursuant to this Note by Holder shall be deemed to occur on the date which Holder delivers the Exercise Notice and surrenders this Note to the Company, or such later date as Holder may designate in the Exercise Notice (the “Conversion Date”), except that, if Holder delivers an Exercise Notice within thirty (30) days before the Maturity Date, then the Conversion Date shall be the Maturity Date.

(d) Partial Conversion. If the Convertible Obligations are converted in part only then, upon surrender of this Note, the Company shall issue to the holder of this Note a new note or notes (dated the date hereof) of like tenor, in the aggregate face thereof for a principal amount equal to the principal amount on the face of this Note minus the principal amount so converted.

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(e) Limitations on Exercise. Notwithstanding anything in this Note to the contrary:

(f) Maximum Percentage. Notwithstanding anything in this Note to the contrary, the Holder may notify the Company in a written notice in substantially the form of notice attached hereto as Exhibit B in the event it elects to be subject to the provisions contained in this subsection; however, no Holder shall be subject to this subsection unless such election is made. If the election is made by a Holder it shall do so by delivering a written notice to the Company, in which event, the Company shall not effect the exercise of the Holder’s Exercise Notice, and such Holder shall not have the right to exercise its right to convert such Convertible Obligations, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Company’s actual knowledge, would beneficially own in excess of 4.99% or 9.99% (as specified by the Holder) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person

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and its affiliates shall include the number of shares of Common Stock issuable pursuant to such Exercise Notice with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Convertible Obligations and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 4(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the Note, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage applicable to such Holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

5. Default; Remedies; Default Interest.

(g) Default. The occurrence of a “default” or “event of default” under any of the Transaction Documents shall constitute an “Event of Default” hereunder.

(h) Remedies upon Default. Upon the occurrence and continuation of an Event of Default that has not been cured in accordance with the terms of the Purchase Agreement, or at any time thereafter, at the option of the Holders holding a majority of the amount then-outstanding under the Notes, all Indebtedness hereunder immediately will become due and payable upon written notice to the Company from the Collateral Agent, and the Holder shall be entitled to exercise its other rights and remedies set forth in the Purchase Agreement.

(i) Default Interest. Notwithstanding anything to the contrary, upon the occurrence and continuation of an Event of Default that has not been cured in accordance with the terms of the Purchase Agreement, the Indebtedness hereunder shall bear interest at a per annum interest rate equal to the Interest Rate plus three percent (3.0%).

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6. Miscellaneous.

(a) Notices. All 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); or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. 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 5(a)); provided, however, that any notice to Holder must be delivered via e-mail in order to be deemed delivered hereunder:

(b) Interpretation. For purposes of this Note, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. Unless the context otherwise requires, references herein: (1) to Sections mean the Sections of, and Exhibits attached to, this Note; (2) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (3) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note 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.

(c) Headings. The headings in this Note are for reference only and shall not affect the interpretation of this Note.

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(d) Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note 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 Note 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.

(e) Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations hereunder. The Holder may assign all or any portion of its rights hereunder with the written consent of Collateral Agent, such consent not to be unreasonably withheld, conditioned or delayed, in substantially the form of assignment attached hereto as Exhibit C, or such other form as Collateral Agent may agree.

(f) Amendment and Modification; Waiver. This Note may only be amended, modified, or supplemented by an agreement in writing signed by the Company, Collateral Agent, and the Holder. 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 waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Note 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.

(g) Governing Law. This Note 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).

(b) Submission to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE BOROUGH OF MANHATTAN, AND THE COMPANY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO THE COMPANY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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(c) Waiver of Jury Trial. THE COMPANY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE THE COMPANY 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 NOTE, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE COMPANY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY HOLDER WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) THE COMPANY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) THE COMPANY MAKES THIS WAIVER VOLUNTARILY, AND (D) THE COMPANY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE FINANCIAL ACCOMODATIONS MADE FOR THE BENEFIT OF THE COMPANY HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS.

(h) Electronic Signatures. A signed copy of this Note (and any assignment hereof) 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 Note; provided, however, that the Company shall deliver an original signature page to this Note (and any assignment hereof) within ten (10) days of any Holder’s written request therefor.

[Signatures page follows]

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IN WITNESS WHEREOF, this Note has been duly executed by an authorized officer of the Company as of the date first written above.

Exhibit 10.07

Execution Version

AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT

This AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 20, 2024, by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 (the “Company”), TWO SEAS MASTER (GLOBAL) FUND LP, a Cayman Islands limited partnership (the “Collateral Agent”), and each Person whose name appears on the signature page to this Amendment (each a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the NWPA or the Notes, each as referred to and defined below.

RECITALS

WHEREAS, the Company, the Collateral Agent and the Buyers entered into that certain Note and Warrant Purchase Agreement, dated as of December 1, 2023 (as amended, modified, extended, restated, replaced, joined or supplemented from time to time, the “NWPA”), governing the terms of the Notes and the Warrants issued by the Company to the Buyers upon the terms and subject to the conditions set forth therein; and

WHEREAS, the Company has requested that the Collateral Agent and the Holders agree to amend certain provisions of the Notes to extend the maturity date thereof, as set forth herein; and

WHEREAS, the Collateral Agent and the Holders have agreed to amend the Notes subject to certain conditions, including the amendment of the NWPA and the conditions as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Subject to the condition set forth in Section 3 of this Amendment, the NWPA is hereby amended as follows:

Exercise Procedures. The forms of exercise notice included in the Notes and Warrant sets forth the totality of the procedures required of any Holder in order to exercise the Conversion Right and the Warrant, respectively. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of any such Holder to exercise the Conversion Right or the Warrant. The Company shall honor exercise of the Conversion Right and the Warrant, and shall deliver the Conversion Shares and the Warrant Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the Notes or Warrant, as applicable.

(vi) the Company’s failure, upon exercise by a Holder of its right to convert all or a portion of the Convertible Obligations, to issue and deliver to Holder the Conversion Shares within ten (10) days of the Conversion Date;

“Amendment Closing Date” means December 20, 2024.

“Capital Raise Amount” means the aggregate purchase price paid to the Company pursuant to the Securities Purchase Agreement.

“Conversion Right” means the right of the Holders to convert the outstanding obligations under the Notes to Common Stock pursuant to Section 4 of each of the Notes.

“March 2023 Notes” means the promissory notes issued by the Company pursuant to the Note and Warrant Purchase Agreement dated as of March 6, 2023, by and among the company and the collateral agent and holders party thereto, as amended, restated, supplemented or otherwise modified from time to time.

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Except as expressly modified hereby or by the Amendment Documents (as defined below), all terms, conditions and covenants contained in the Transaction Documents, including the Notes, and all rights of the holders of the Notes, including the Holder, and the Collateral Agent thereunder, shall remain in full force and effect. The Company hereby confirms that the Transaction Documents are in full force and effect and that the Company does not have any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the obligations under the Transaction Documents.

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The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment.

The invalidity, illegality, or unenforceability of any provision in or obligation under this Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Amendment or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Amendment in all other respects shall remain valid and enforceable.

This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

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This Amendment and the Transaction Documents, as amended by the Amendment Documents, set forth in full the terms of agreement between the parties hereto and thereto and are intended as the full, complete, and exclusive contracts governing the relationship between such parties, superseding all other discussions, promises, representations, warranties, agreements, and understandings between the parties with respect thereto.

[Signature page follows.]

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Execution Version

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

[Signature page to Amendment to Note and Warrant Purchase Agreement]

Exhibit 10.08

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF THE FOLLOWING: (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACTS COVERING THE TRANSACTION, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (3) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS.

ODYSSEY MARINE EXPLORATION, INC.

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

IMPORTANT EXPLANATORY NOTE

On December 1, 2023, the Company (as defined below) and Two Seas Master (Global) Fund LP, a Cayman Islands limited partnership, and the other parties thereto entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued and sold to the Buyers (as defined in the Purchase Agreement”) (a) a series of 11% Senior Secured Notes due 2024, in the aggregate initial principal amount of up to $6.0 million (as amended from time to time prior to the date hereof, the “Original Notes”), and (b) Warrants to Purchase Common Stock (the “Original Warrants”). The Company has agreed to amend certain provisions of the Original Notes, including the Original Notes held by the “Holder” named below. This Amended and Restated Convertible Promissory Note amends and restates in their entirety the terms and provisions of the Original Note held by the Holder. In connection with the issuance of this Amended and Restated Convertible Promissory Note, the Holder has either (a) surrendered to the Company for cancellation any physical note representing the Holder’s Original Note (a “Predecessor Note”) or (b) certifies to the Company by signing this Amended and Restated Convertible Promissory Note that the Holder never received a Predecessor Note or the Holder received a Predecessor Note, but such Predecessor Note has been lost, stolen, or destroyed.

FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of [__________], a [____________________] company (the “Holder”), the principal sum of [__________________] U.S. DOLLARS ($___________.00), together with interest accruing from and after October 1,

2024, at the Interest Rate (as defined below) on the outstanding amount of principal. This Amended and Restated Convertible Promissory Note (this “Note” and, collectively with the other promissory notes issued in replacement of the Original Notes, the “December 2023 Notes”) evidences advances made pursuant to that certain Note and Warrant Purchase Agreement dated as of December 1, 2023 (the “Purchase Agreement”), by and among the Company, each Holder party thereto from time to time, and the collateral agent named therein (“Collateral Agent”) and is being issued to the Holder in replacement of the Holder’s Promissory Note (the “Original Note”) that was issued to the Holder pursuant to the Purchase Agreement. For the avoidance of doubt, the terms and provisions of this Note supersede in their entirety the terms and provisions of the portion of the Original Note. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

1. Maturity. Subject to the provisions of Section 4 below, the entire unpaid principal sum of the Note disbursed and outstanding, together with any and all accrued interest thereon remaining unpaid, and any other sums due to the Holders in connection with the Indebtedness evidenced by this Note, shall be due and payable in full on April 1, 2026 (the “Maturity Date”).

2. Interest. Subject to the provisions of Section 4 below, the Company will pay interest on the principal amount at an annual rate equal to 11.0% (the “Interest Rate”), on a quarterly basis, by adding an amount equivalent to the quarterly interest amount to the principal amount of the Note (“PIK Interest”); provided, however, at the Company’s option, upon ten (10) days’ prior written notice to the Collateral Agent and the Holder, any such quarterly interest payment hereunder may be satisfied by payment in cash in lieu of the PIK Interest.

3. Optional Redemption. Subject to the provisions of Section 4 below, the Company shall have the right to redeem at any time on or after the date on which the Registration Statement becomes effective all or any portion of the indebtedness outstanding under this Note (together with all accrued and unpaid interest, including PIK Interest) upon thirty (30) days’ prior written notice to the Holder.

4. Conversion.

(a) Option to Convert. Holder shall have the right at any time and from time to time after June 1, 2025, and prior to the Maturity Date (the “Conversion Period”), in accordance with the procedures set forth below, to convert all or any portion of the outstanding principal amount of this Note and any accrued and unpaid interest thereon, including PIK Interest (the “Convertible Obligations”) into Common Stock.

(b) Exercise Notice. If Holder elects to exercise its right to convert the Convertible Obligations, Holder shall (i) specify in a written notice to the Company (an “Exercise Notice”) in substantially the form of notice attached hereto as Exhibit A (A) that Holder elects to exercise its right to convert all or a portion of the Convertible Obligations, (B) the amount of the Convertible Obligations to be so converted, (C) whether the Common Stock acquired pursuant to this Section 4 is to be issued in the name of Holder or a designee, and (D) Holder’s wire instructions; and (ii) surrender this Note to the Company and furnish any appropriate endorsements and transfer documents if required by the Company. As soon as practicable after the Conversion

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Date, unless the Company elects the Cash Option (as defined below), the Common Stock acquired by Holder pursuant to this Section 4 (the “Conversion Shares”) shall be registered by the Company in the name of Holder or its designee. The Company shall use its commercially reasonable efforts to cause such registration to occur within two (2) Business Days following the Conversion Date.

(c) Conversion Basis.

(i) If Holder elects to exercise its right to convert all or a portion of the Convertible Obligations, then the number of shares (rounded to the nearest whole number) of Common Stock that Holder shall be entitled to receive shall equal the quotient determined by dividing (A) the amount of the Convertible Obligations to be converted, as specified in the Exercise Notice, by (B) the Conversion Price (as defined below), as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. As used in this Note, (1) “Conversion Price” means 75.0% of the 30-Day VWAP (as defined below); provided, however, that, if the Conversion Price, as determined pursuant to the foregoing calculation, would be less than $1.10, then the Conversion Price shall be equal to $1.10; (2) “30-Day VWAP” means the arithmetic average of the Daily VWAPs (as defined below) of the Common Stock over the thirty (30) consecutive trading days ending on, and including, the trading day immediately preceding the date of the Exercise Notice to which it is relevant; (3) “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 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 the Company, without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

(ii) Conversion Date. Any conversion of the Convertible Obligations pursuant to this Note by Holder shall be deemed to occur on the date which Holder delivers the Exercise Notice and surrenders this Note to the Company, or such later date as Holder may designate in the Exercise Notice (the “Conversion Date”), except that, if Holder delivers an Exercise Notice within thirty (30) days before the Maturity Date, then the Conversion Date shall be the Maturity Date.

(d) Partial Conversion. If the Convertible Obligations are converted in part only then, upon surrender of this Note, the Company shall issue to the holder of this Note a new note or notes (dated the date hereof) of like tenor, in the aggregate face thereof for a principal amount equal to the principal amount on the face of this Note minus the principal amount so converted.

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(e) Limitations on Exercise. Notwithstanding anything in this Note to the contrary:

(f) Maximum Percentage. Notwithstanding anything in this Note to the contrary, the Holder may notify the Company in a written notice in substantially the form of notice attached hereto as Exhibit B in the event it elects to be subject to the provisions contained in this subsection; however, no Holder shall be subject to this subsection unless such election is made. If the election is made by a Holder it shall do so by delivering a written notice to the Company, in which event, the Company shall not effect the exercise of the Holder’s Exercise Notice, and such Holder shall not have the right to exercise its right to convert such Convertible Obligations, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Company’s actual knowledge, would beneficially own in excess of 4.99% or 9.99% (as specified by the Holder) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable pursuant to such

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Exercise Notice with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Convertible Obligations and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 4(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the Note, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage applicable to such Holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

5. Default; Remedies; Default Interest.

(g) Default. The occurrence of a “default” or “event of default” under any of the Transaction Documents shall constitute an “Event of Default” hereunder.

(h) Remedies upon Default. Upon the occurrence and continuation of an Event of Default that has not been cured in accordance with the terms of the Purchase Agreement, or at any time thereafter, at the option of the Holders holding a majority of the amount then-outstanding under the Notes, all Indebtedness hereunder immediately will become due and payable upon written notice to the Company from the Collateral Agent, and the Holder shall be entitled to exercise its other rights and remedies set forth in the Purchase Agreement.

(i) Default Interest. Notwithstanding anything to the contrary, upon the occurrence and continuation of an Event of Default that has not been cured in accordance with the terms of the Purchase Agreement, the Indebtedness hereunder shall bear interest at a per annum interest rate equal to the Interest Rate plus three percent (3.0%).

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6. Miscellaneous.

(a) Notices. All 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); or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. 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 5(a)); provided, however, that any notice to Holder must be delivered via e-mail in order to be deemed delivered hereunder:

(b) Interpretation. For purposes of this Note, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. Unless the context otherwise requires, references herein: (1) to Sections mean the Sections of, and Exhibits attached to, this Note; (2) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (3) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note 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.

(c) Headings. The headings in this Note are for reference only and shall not affect the interpretation of this Note.

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(d) Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note 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 Note 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.

(e) Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations hereunder. The Holder may assign all or any portion of its rights hereunder with the written consent of Collateral Agent, such consent not to be unreasonably withheld, conditioned or delayed, in substantially the form of assignment attached hereto as Exhibit C, or such other form as Collateral Agent may agree.

(f) Amendment and Modification; Waiver. This Note may only be amended, modified, or supplemented by an agreement in writing signed by the Company, Collateral Agent, and the Holder. 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 waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Note 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.

(g) Governing Law. This Note 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).

(b) Submission to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE BOROUGH OF MANHATTAN, AND THE COMPANY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO THE COMPANY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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(c) Waiver of Jury Trial. THE COMPANY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE THE COMPANY 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 NOTE, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE COMPANY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY HOLDER WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) THE COMPANY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) THE COMPANY MAKES THIS WAIVER VOLUNTARILY, AND (D) THE COMPANY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE FINANCIAL ACCOMODATIONS MADE FOR THE BENEFIT OF THE COMPANY HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS.

(h) Electronic Signatures. A signed copy of this Note (and any assignment hereof) 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 Note; provided, however, that the Company shall deliver an original signature page to this Note (and any assignment hereof) within ten (10) days of any Holder’s written request therefor.

[Signatures page follows]

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IN WITNESS WHEREOF, this Note has been duly executed by an authorized officer of the Company and by the Holder as of the date first written above.

Exhibit 10.09

AMENDMENT TO WARRANTS

This AMENDMENT TO WARRANTS (this “Amendment”) is entered into as of December 23, 2024, by and among (a) ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), (b) TWO SEAS MASTER (GLOBAL) FUND LP, a Cayman Islands limited partnership (“Collateral Agent”), and (c) each Person whose name appears on the signature page to this Amendment (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the NWPA or the Holder Note, each as referred to and defined below.

RECITALS

WHEREAS, the Company, Collateral Agent, and various holders are parties to that certain Note and Warrant Purchase Agreement, dated as of December 1, 2023 (as amended, modified, extended, restated, replaced, joined or supplemented from time to time, the “NWPA”), governing the terms of the Notes, the Tranche I Warrants, and the Tranche II Warrants issued by the Company to the Buyers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Company has requested that the Holders agree to amend certain provisions of the Notes held by the Holders (the “Holder Notes”), the Tranche I Warrants held by the Holders (the “Holder Tranche I Warrants”), and the Tranche II Warrants held by the Holders (the “Holder Tranche II Warrants”), as set forth in this Amendment; and

WHEREAS, subject to the terms and conditions set forth herein, the Company and the Holders have agreed to amend the Holder Tranche I Warrants and the Holder Tranche II Warrants (collectively, the “Holder Securities”) as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. AMENDMENTS TO HOLDER SECURITIES. Each of the Holder Securities is hereby amended as follows:

(a) Section 1(d) of each Holder Tranche I Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“(d) ‘Exercise Price’ shall mean $1.23.”

(b) Section 1(d) of each Holder Tranche II Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“(d) ‘Exercise Price’ shall mean $2.05.”

2. REFERENCE TO AND EFFECT UPON THE TRANSACTION DOCUMENTS.

Except as expressly modified hereby, all terms, conditions and covenants contained in the Transaction Documents, including the Holder Securities, and all rights of the Holders and the Collateral Agent thereunder, shall remain in full force and effect. The Company hereby confirms that the Transaction Documents are in full force and effect and that the Company does not have any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the obligations under the Transaction Documents.

3. GOVERNING LAW.

The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment.

4. SEVERABILITY.

The invalidity, illegality, or unenforceability of any provision in or obligation under this Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Amendment or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Amendment in all other respects shall remain valid and enforceable.

5. COUNTERPARTS.

This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

6. ENTIRE AGREEMENT.

This Amendment and the Transaction Documents set forth in full the terms of agreement between the parties hereto and thereto and are intended as the full, complete, and exclusive contracts governing the relationship between such parties, superseding all other discussions, promises, representations, warranties, agreements, and understandings between the parties with respect thereto.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Signature Page to Amendment to Warrant

Exhibit 10.10

Execution Version

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2024 (the “Effective Date”), by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, with its principal offices at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), and the undersigned holders (each, a “Holder”, and collectively, the “Holders”).

RECITALS:

A. The Company is a party to the Note and Warrant Purchase Agreement, dated as of December 1, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”), by and among the Company, the Holders, and the collateral agent named therein (the “Agreement Parties”), pursuant to which the Company issued and sold to the Buyers (as defined in the Purchase Agreement”) (a) a series of 11% Senior Secured Notes due 2024, in the aggregate initial principal amount of up to $6.0 million (the “Original Notes”), and (b) Warrants to Purchase Common Stock (the “Original Warrants”).

B. The Company and each of the Holders have entered into Amended and Restated Convertible Promissory Notes that amend each of the Original Notes (collectively, the “AR Notes”) and an Amendment to Warrants to Purchase Common Stock that amends each of the Original Warrants (the “Warrant Amendment”).

C. To induce the Holders to enter into the AR Notes, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Holders hereby agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

a. “Effective Date” means the date on which a Registration Statement, through which the resale of Registrable Securities by one or more Investors shall be registered, has been declared effective by the SEC.

b. “Effectiveness Deadline” means the date that is the earlier of (A) thirty (30) days after the Filing Deadline in the event that the Staff notifies the Company that such Registration Statement is not subject to review, and (B) one hundred twenty (120) days after the Filing Deadline in the event that the Staff notifies the Company that such Registration Statement is subject to review.

c. “Filing Deadline” means February 28, 2025.

d. “Investor” means a Holder or any transferee or assignee thereof to whom a Holder assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 for so long as any of the foregoing continues to hold Registrable Securities.

e. “register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

f. “Registrable Securities” means (i) any shares of Common Stock issued or issuable upon conversion of the AR Notes (the “Conversion Shares”), (ii) any shares of Common Stock issued or issuable upon exercise of the Warrant, as amended pursuant to the Warrant Amendment, in accordance with the terms thereof (the “Warrant Shares”), and (ii) any shares of capital stock issued or issuable with respect to the Conversion Shares or the Warrant Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event.

g. “Registration Statement” means any registration statement filed pursuant to the terms of this Agreement under the 1933 Act covering the resale by any Investor of any Registrable Securities, including (without limitation) the prospectus, amendments and supplements to such registration statement or prospectus, including (without limitation) pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

h. “Required Holders” means the holders of at least a majority of the Registrable Securities.

i. “Rule 415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.

j. “SEC” means the United States Securities and Exchange Commission.

k. “Staff” means the Staff of the Division of Corporation Finance of the SEC.

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2. Registration.

a. Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC a Registration Statement covering the resale of all Registrable Securities. The Registration Statement shall contain (except if otherwise directed by the Required Holders or required in order to address written comments to the Registration Statement received from the Staff upon review of such Registration Statement) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B, as the same may be amended in accordance with the provisions of this Agreement. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline, and will use its reasonable best efforts to keep the Registration Statement (or any subsequent Registration Statement filed to maintain the registration of the Registrable Securities covered by the prior Registration Statement) continuously effective under the 1933 Act during the Registration Period (as defined herein). By 5:30 p.m. (Eastern Time) on the second (2^nd) Business Day following the Effective Date, the Company shall file with the SEC, in accordance with Rule 424 under the 1933 Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement.

b. Rule 415; Cutback. If at any time the Staff takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use reasonable best efforts to persuade the Staff that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.b, the Staff refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Staff may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed pursuant to this Section 2.b shall be allocated among the Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). In furtherance of the foregoing, each Investor shall provide the Company with prompt written notice of its sale of substantially all of the Registrable Securities under the Registration Statement such that the Company will be able to file one or more additional registration statements covering the Cut Back Shares. From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including (without limitation) the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date and (ii) the Effectiveness Deadline with respect to such Cut Back Shares shall be the earlier of (A) thirty (30) days after the new Filing Deadline pursuant to clause (i) above in the event that the Staff notifies the Company that such Registration Statement is not subject to review and (B) one hundred twenty (120) days after the new Filing Deadline pursuant to clause (i) above in the event that the Staff notifies the Company that such Registration Statement is subject to review.

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c. Use of Form S-3. The Company undertakes to register the Registrable Securities on Form S-3 if the Company is then eligible to register the Registrable Securities for resale on such form. If the Company is not then eligible to register the Registrable Securities for resale on Form S-3, the Company undertakes to register the Registrable Securities on Form S-1 or another appropriate form in accordance herewith.

d. Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3.p) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or (B) the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between

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the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline and 75th day thereafter, for as long as the Effectiveness Failure continues, and (iii) 12.0% thereafter for as long as the Effectiveness Failure continues.

e. Piggyback Registrations. Without limiting any obligation of the Company hereunder, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the 1933 Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2.e that are the subject of a then-effective Registration Statement; and provided further that the Company shall not be required to include any Registrable Securities which an underwriter shall advise the Company will materially adversely affect the Company’s ability to sell all of the shares which the Company intended to sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2.e.

3. Related Obligations.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2.a, 2.b or 2.c, the Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:

a. The Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144 (or any successor thereto) promulgated under the 1933 Act, and any legend restricting further transfer with regard to such

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Registrable Securities has been removed, or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement (including, without limitation, any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

b. The Company shall (i) prepare and file with the SEC such amendments (including without limitation post-effective amendments) and supplements to the Registration Statement and the Rule 424 prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and (ii) during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers as set forth in such Registration Statement.

c. Not less than ten (10) Business Days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, the Company will furnish to each Investor named therein copies of the “Selling Stockholders” and “Plan of Distribution” sections of such documents in the form in which the Company proposes to file them, which sections will be subject to the review of each such Investor. Each Investor will provide comments, if any, within five Business Days after the date such materials are provided. The Company will not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholders” or the “Plan of Distribution” sections thereof differ in any material respect from the form attached hereto as Exhibit B. Holders will have the right to select one legal counsel, at the Company’s expense pursuant to Section 5, to review any Registration Statement prepared pursuant to Section 2 or this Section 3, which will be such counsel as designated by Required Holders and which counsel shall initially be Nelson Mullins Riley & Scarborough LLP.

d. The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including all financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, as many copies of the prospectus included in such Registration Statement and all amendments and supplements thereto as such Investor may reasonably request, and (iii) such other documents, including without limitation copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor. The Company consents to the use of any prospectus and each amendment or supplement thereto provided to the Investors in connection with the offer and sale of the Registrable Securities covered by such prospectus and any amendment or supplement thereto.

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e. The Company shall notify each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3.p, promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor (or such other number of copies as such Investor may reasonably request).

f. The Company will notify each Investor covered by the Registration Statement as promptly as reasonably practicable of (i) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (ii) the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction. If such an order or suspension is issued, the Company shall use its reasonable best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment, and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose.

g. If any Investor is required under applicable securities law to be described in the Registration Statement as an “underwriter,” at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request, (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of external counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to such Investor.

h. If any Investor is required under applicable securities law to be described in the Registration Statement as an “underwriter,” upon the written request of such Investor in connection with such Investor’s due diligence requirements, if any, the Company shall make available for inspection by (i) such Investor and its legal counsel and (ii) one firm of accountants or other agents retained the Investors (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector solely for the purpose of establishing a due diligence defense under underwriter liability under the 1933 Act, and cause the Company’s officers, directors and employees to supply all information that any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to such Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct

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a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other Transaction Document. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

i. The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) the disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation by the Company of this Agreement or any other agreement to which the Company is a party. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

j. The Company shall use its reasonable best efforts to cause all of the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3.j.

k. The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

l. If requested by an Investor, the Company shall (i) as soon as practicable, incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as practicable, make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post- effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.

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m. The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities, including without limitation the securities or blue sky laws of any jurisdiction within the United States requested in writing by any selling Investor.

n. The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

o. The Company will notify each Investor covered by the Registration Statement as promptly as reasonably practicable (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and (ii) of any request by the SEC for any amendments or supplements to the Registration Statement or for additional information. Within two Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

p. Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company and its counsel, in the best interest of the Company, would reasonably be likely to materially and adversely affect the Company and, in the opinion of counsel to the Company, is not otherwise required to be disclosed other than as a result of the effectiveness of the Registration Statement (a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; provided further, such Grace Periods shall not exceed an aggregate of thirty (30) days during any 365-day period and the first day of any Grace Period must be at least five trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) or the date referred to in such notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled, and deliver a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists).

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q. The Company and the Investors will cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. or any successor organization performing similar functions.

4. Obligations of the Investors.

a. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request.

b. Each Investor, by such Investor’s entry into the Purchase Agreement, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.

c. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3.f or 3.e, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3.f or 3.e or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3.f or 3.e, and for which the Investor has not yet settled.

d. Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

5. Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to this Agreement, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

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6. Indemnification. In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a. To the fullest extent permitted by law, the Company will, and hereby agrees to, indemnify, hold harmless and defend each Investor, the directors, officers, members, partners and employees of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934 Act, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto, to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6.c, the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.a shall not apply to (A) a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, (B) a Claim by an Indemnified Person arising out of or based the use by an Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (C) a Claim by an Indemnified Person arising out of or based an Investor’s (or any other Indemnified Person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities or (D) amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.

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b. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.a, the Company, each of its directors and officers, each of the other holders of the Company’s securities covered by such Registration Statement, each Person who controls the Company or any other such Person within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim arise out of or are based upon any Violation that occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6.c, such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.b and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6.b for only that amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement.

c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel and one more local counsel (if necessary) for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified

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Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

d. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received.

The indemnity agreements contained herein shall be in addition to any liabilities the indemnifying party may be subject to pursuant to applicable law.

7. Contribution. To the extent any indemnification contemplated hereby by an indemnifying party is prohibited or limited by applicable law, the indemnifying party shall to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified Person or Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the Indemnified Person or Indemnified Party, on the other, in connection with such Violation. The relative fault of the indemnifying party, on the one hand and of the Indemnified Person or Indemnified Party, on the other hand, shall be determined by a court of law by reference to, among other things, whether the Violation relates to information supplied or actions undertaken by the indemnifying party, on the one hand, or by the Indemnified Person or Indemnified Party, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation; provided, that in no event shall any contribution by an Investor hereunder exceed the amount of net proceeds to such Investor of the Registrable Securities sold in any such Registration Statement. The amount paid or payable by a party as a result of any Claim shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 6 was available to such party in accordance with its terms. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Investors’ obligations to contribute pursuant to this Section 7 are several and not joint. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 7.

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8. Reports Under the 1934 Act. With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to:

a. make and keep public information available, as those terms are understood and defined in Rule 144, during the Registration Period;

b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act, during the Registration Period; and

c. furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request during the Registration Period, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities without registration pursuant to Rule 144.

9. Assignment of Registration Rights. The rights under this Agreement shall be automatically assigned by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities. Notwithstanding anything in this Agreement to the contrary, no Registration Default will be deemed to have occurred with regard to any Registrable Securities held by any transferee prior to the date that is ten (10) Business Days after such transferee notifies the Company of its acquisition of Registrable Securities and provides any information and documentation reasonably requested by the Company for the registration of such Registrable Securities pursuant to this Agreement. The Company may not assign its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Required Holders. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least 67% of the Registrable Securities then outstanding; provided that no amendment may disproportionately affect the rights of any holder of Registrable Securities compared to any other holder of Registrable Securities without the consent of such holder. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective if it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

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10. Miscellaneous.

a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.

b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided confirmation of transmission is electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Odyssey Marine Exploration, Inc.

205 S. Hoover Blvd., Suite 210

Tampa, Florida 33609

Telephone: (813) 876-1776

Facsimile: (813) 876-1777

Attention: General Counsel

E-Mail: legal@odysseymarine.com

with a copy (for informational purposes only) to:

David M. Doney, Esq.

Akerman LLP

401 East Jackson Street, Suite 1700

Tampa, Florida 33602

Telephone: (813) 209-5070

Facsimile: (813) 218-5404

If to an Investor, to its physical and electronic mail address set forth in the records of the Company, or to such other physical or electronic mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s electronic mail containing the time, date, recipient electronic mail address of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

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c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

d. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

e. This Agreement, the other Transaction Documents and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

h. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

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i. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders.

k. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

l. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

m. The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor hereunder. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investor as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated herein.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each Holder and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the Effective Date.

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, each Holder and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the Effective Date.

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

[ ]

[ ]

Attention: [ ]

Re: [ ]

Ladies and Gentlemen:

We are counsel to ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, with its principal offices at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), and have represented the Company in connection with the issuance of (a) an 11% Senior Secured Note due 2026 (the “Note”), and (b) a Warrant to purchase Common Stock of the Company (the “Warrant”), upon the terms and conditions set forth in that certain Note and Warrant Purchase Agreement, dated as of March [__], 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”), by and among the Company, the Holders (as defined in the Purchase Agreement), and the collateral agent named therein.

Pursuant to the Purchase Agreement, the Company also has entered into that certain Registration Rights Agreement, dated as of March [__], 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the “Registration Rights Agreement”) with the Holders (as defined in the Registration Rights Agreement), pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with the Company’s obligations under the Registration Rights Agreement, on [•], the Company filed a Registration Statement on Form [•] (File No. 333-[•]) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a “Selling Stockholder” thereunder.

In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [•] [AM/PM] on [•], and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

This letter shall serve as our standing instruction to you that the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions, dated as of March [__], 2023, provided at the time of such reissuance, the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities.

Very truly yours,

EXHIBIT B

SELLING STOCKHOLDERS

The shares of Common Stock of ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), are being offered by the Selling Stockholders identified in the table below, are those previously issued to the Selling Stockholders and those issuable to the Selling Stockholders upon exercise of the Warrant. For additional information regarding the issuances of Common Stock and/or the Warrant, see “Purchase Agreement” above; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

We are registering the shares of Common Stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. [Except for the ownership of the shares of Common stock, the Warrant, and (if applicable) an 11% Senior Secured Note due 2026, the Selling stockholders have not had any material relationship with us within the past three (3) years.]

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholders, based on its ownership of the shares of Common Stock and the Warrant as of [•], assuming exercise of the Warrant held by the Selling Stockholders on that date, without regard to any limitation on conversion or exercise.

The third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders.

In accordance with the terms of the Registration Rights Agreement (as defined and described in the Purchase Agreement) with the holders of the shares of Common Stock and the Warrant, this prospectus generally covers the resale of that number of shares of Common Stock equal to the number of shares of Common Stock issued and the shares of Common Stock issuable upon exercise of the Warrant, determined as if the Warrant is exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

PLAN OF DISTRIBUTION

We are registering the shares of Common Stock previously issued and those issuable upon exercise of the Warrant to permit the resale of these shares of Common Stock by the holders thereof, and the Warrant from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

If the Selling Stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or

otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares of Common Stock.

The Selling Stockholders may pledge or grant a security interest in some or all of the convertible note, warrant, or shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act (“Regulation M”), which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated to be $[•] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons (other than our affiliates).

Exhibit 10.11

Execution Version

JOINT VENTURE AGREEMENT

by and among

CAPITAL LATINAMERICANO, S.A. DE C.V.,

ODYSSEY MARINE EXPLORATION INC.,

OCEANICA RESOURCES, S. DE R.L.,

and

EXPLORACIONES OCEÁNICAS, S. DE R.L. DE C.V.

Dated as of December 23, 2024

This JOINT VENTURE AGREEMENT dated as of December 23, 2024 is made by and among:

CAPITAL LATINOAMERICANO, S.A. DE C.V. a corporation organized under the laws of Mexico (“MP”);

ODYSSEY MARINE EXPLORATION INC. a company organized under the laws of the U.S. (“Odyssey” and, together with MP, the “JV Parties” and each, individually, a “JV Party”);

OCEANICA RESOURCES, S. DE R.L., a company organized under the laws of Panama (“Oceanica”); and

EXPLORACIONES OCEÁNICAS, S. DE R.L. DE C.V., a corporation organized under the laws of Mexico (“ExO” and, together with MP, Oceanica and Odyssey, the “Parties” and each, individually, a “Party”).

RECITALS:

WHEREAS, the Parties recognize the potential for a fertilizer production project in Mexico that has the potential to provide a meaningful solution to Mexican and North American food security issues.

WHEREAS, MP is key as a local partner in Mexico to develop the project due to its local knowledge of the Mexican business and political environment and its expertise in agriculture and the food and agricultural industries.

WHEREAS, Odyssey has expertise critical to the fertilizer production project with respect to dredging in the exclusive economic zone of Mexico (Zona Económica Exclusiva Mexicana) (the “EEZ”) to extract phosphate ore needed for fertilizer production from the seafloor within the area located in the Gulf of Ulloa of the Baja California Sur Peninsula in the federal waters of Mexico (the “Project”).

WHEREAS, Odyssey holds the majority of the equity interests in Oceanica, which holds the equity interests in ExO.

WHEREAS, each of Odyssey and ExO holds certain assets and rights relating to the Project.

WHEREAS, the JV Parties have agreed to pursue together the Project, as well as Other Odyssey Projects (as defined below).

WHEREAS, the JV Parties, subject to the terms and conditions set forth herein, have agreed to form a joint venture to carry out the Project (the “Joint Venture”).

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WHEREAS, it is the desire of the Parties to set forth herein their respective rights and obligations in connection with the Joint Venture and other related matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the sufficiency of which is agreed upon, the Parties hereto hereby agree as follows.

ARTICLE I. DEFINITIONS

1.01 Definitions.

In addition to other capitalized terms defined in this Agreement, the following terms shall have the following meanings:

“Advisory Committee” has the meaning ascribed to it in Section 3.03(e).

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly (through one or more intermediaries, or both, by such Person) Controlled by, Controlling or under common Control with, such Person.

“Agreement” means this agreement, as amended from time to time.

“Best Endeavors” is defined to require that the obligated Person make a diligent, commercially reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not and shall not require any significant expenditure of funds or the incurrence of any significant liability on the part of the obligated Person.

“Board of Directors” or “Board” means the Board of Directors (Consejo de Administración) of the JV Entity.

“Business Day” means any day other than a Saturday, a Sunday or other legal holiday or a day on which banking institutions are authorized or obligated by law to close, in Mexico City or New York City.

“Business Plan” has the meaning ascribed to it in Section 3.04.

“Bylaws” means the bylaws (Estatutos Sociales) of the JV Entity to be negotiated in bona fide (which, for purposes of this Agreement, the Parties agree means “good faith”) by the Parties in order to implement the terms and conditions agreed by the Parties in this Agreement and the terms and conditions to be agreed by the Parties in bona fide to implement the Project.

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“Change of Control” means, with respect to a Party, the occurrence of any of the following events: (1) the sale, transfer, conveyance or other disposition of all or a majority of the assets of the Party and its Affiliates to a third party (in each case, except as contemplated by this Agreement); (2) the acquisition of beneficial ownership, directly or indirectly, by any person or group (within the meaning of the United States Securities Exchange Act of 1934 and the rules of the United States Securities and Exchange Commission thereunder as in effect on the date of this Agreement) of common shares or other equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding common shares or other equity interests of such Party; or (3) a merger, reorganization, transaction, consolidation or other event involving such Party in which the stockholders of the Party, immediately prior to such event would not, immediately after the event, beneficially own, directly or indirectly, shares representing more than fifty percent (50%) of the combined ordinary voting power of the resulting ultimate parent company.

“Closing” has the meaning ascribed to it in Section 4.01.

“Closing Date” has the meaning ascribed to it in Section 4.01.

“COFECE” means the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica).

“COFECE Approval” means the written resolution issued by COFECE in accordance with any applicable law approving the execution of the Project, if required.

“Concessions” means the title concessions numbers: (i) 244813/240744, (ii) 242994 and (iii) 242995.

“Control” means, with respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person, whether through the ownership of voting securities, by contract or otherwise. “Controls”, “Controlled” and “Controlling” have corresponding meanings.

“Deadlock” has the meaning ascribed to it in Section 4.06.

“Development Committee” has the meaning ascribed to it in Section 3.03(a).

“Director” means any member (whether principal or alternate) of the Board of Directors but excluding the Examiner and the Secretary.

“EEZ” has the meaning ascribed to it the recitals of this Agreement.

“Examiner” means the individual appointed to serve as the examiner (Comisario) of the JV Entity.

“ExO” has the meaning ascribed to it the Preamble of this Agreement.

“Federal Civil Code” means the Código Civil Federal of Mexico.

“First Party” has the meaning ascribed to it in Section 6.01(b)(ii).

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“Governmental Authorities” shall mean any governmental, regulatory or administrative authority of Mexico or abroad, whether federal, state or municipal, as well as other agencies, departments, bureaus, commissions, tribunals, courts or judicial, legislative or arbitral bodies that are competent for a determined matter, including their respective political subdivisions.

“Government Official” has the meaning ascribed to it in Section 3.13.

“ICC Rules” has the meaning ascribed to it in Section 7.02(a).

“Initial Capital Contributions” has the meaning ascribed to it in Section 3.11(b).

“Irreconcilable Difference” has the meaning ascribed to it in Section 7.01.

“Joint Venture” has the meaning ascribed to it the recitals of this Agreement.

“JV Entity” shall have the meaning set forth in Section 3.15.

“JV Party” or “JV Parties” has the meaning ascribed to it the recitals of this Agreement.

“Losses” means all claims, demands, losses, costs, perjuicios, expenses, obligations, liabilities, actions, suits, damages, diminution in value and deficiencies including interest and penalties, attorneys’ fees incurred in enforcing a right to indemnification hereunder, and all amounts paid to any third party in settlement of any claim, action or suit.

“Mexico” means the United Mexican States.

“MIA” has the meaning ascribed to it in Section 3.08.

“MP” has the meaning ascribed to it the preamble of this Agreement.

“MP’s Initial Contribution” has the meaning ascribed to it in Section 3.11(b).

“Oceanica” has the meaning ascribed to it the Preamble of this Agreement.

“Odyssey” has the meaning ascribed to it the Preamble of this Agreement.

“Odyssey’s Initial Contribution” has the meaning ascribed to it in Section 3.11(b).

“Officers” means the duly appointed officers of the JV Entity in accordance with the Bylaws and the Shareholder Agreement.

“Other Odyssey Projects” means all projects for the extraction of minerals in the EEZ, other than the Project, in which Odyssey and/or any of its Affiliates currently has, acquires, intends, or begins to develop within five (5) years of the date hereof.

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“Outside Date” means December 31, 2026.

“Party” or “Parties” has the meaning ascribed to it the recitals of this Agreement.

“Parties’ Conditions Precedent” has the meaning ascribed to it in Section 5.01.

“Person” means any individual, company, association, joint stock company, joint venture, corporation, trust, fideicomiso, unincorporated organization or Government Entity.

“Pesos” means the lawful currency of Mexico.

“Phase 1 Shareholder Agreement” shall have the meaning set forth in Section 3.15

“Project” has the meaning ascribed to it the Recitals of this Agreement.

“Project Documents” has the meaning ascribed to it in Section 4.01(b).

“Secretary” shall mean the individual who serves as the secretary of the Board of the JV Entity, which individual also shall serve as secretary for purposes of partners meetings.

“Series A Shares” means the series of full voting rights equity, issued by the JV Entity, which shall be initially owned by MP.

“Series B Shares” means the series of full voting rights equity issued by the JV Entity, which shall be initially owned by Odyssey or its Affiliates.

“Services Agreement” has the meaning ascribed to it in Section 4.01(b)(iii).

“Shareholder Agreement” means the shareholder agreement to be entered into by the Parties and their respective Affiliates that hold the Shares of the JV Entity on the Closing Date, which shall include additional terms and conditions that will govern the JV Entity and the Parties’ respective rights and obligations with respect thereto from and after the Closing Date.

“Shares” means, as the context requires, the Series A Shares, the Series B Shares or any other Series of Shares issued by the JV Entity, in each case as described in the relevant corporate documents and as agreed in the Shareholder Agreement.

“Tax Assessment” means the tax assessment set forth in the Ruling Letter number 500-36-07-03-01- 2022-10636 dated September 8, 2022, issued by the Direction of Tax Verifications of the Dependency of Administration and Finance of Mexico “2”.

“U.S.” or “United States” means the United States of America.

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1.02 Construction.

In this Agreement: (i) “includes” and “including” are not limiting; (ii) “or” is not exclusive; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) defined terms shall have the same meaning in plural or singular, unless the context requires otherwise; and (v) the division of this Agreement into Articles, Sections, Subsections and other subdivisions and headings are for convenience only, are not a part of this Agreement and shall not be used in construing it.

When calculating the period of time before which, within which or following which any act is to be done, notice delivered or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end instead on the next succeeding Business Day. For all purposes of this Agreement unless otherwise explicitly provided herein, the reference to “day” or “days” shall refer to a calendar day or days.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.01 MP represents and warrants to Odyssey:

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2.02 Odyssey represents and warrants to MP:

2.03 Oceanica represents and warrants to MP:

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2.04 ExO represents and warrants to MP:

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ARTICLE III. FORMATION OF THE JOINT VENTURE

The Parties hereby form the Joint Venture to develop the Project pursuant to the terms and conditions set forth in this Agreement and hereby agree to the following obligations of the Parties, with the objective of forming the JV Entity as set forth herein to further develop and operate the Project:

3.01 JV Entity Project and Structure. The Parties shall continue to work together to analyze and develop (a) the final legal, tax, and financial structure for the JV Entity and (b) all key aspects of the Project, including governmental approval of all required permits, concessions, financing, and extraction, processing and commercial program concepts.

3.02 Information. Each Party shall provide all required information and assistance relating to the Project as reasonably requested by the other.

3.03 Development and Advisory Committees.

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3.04 Business Plan and Annual Budget. The Parties shall use their Best Endeavors to prepare and agree as soon as possible a business plan and annual budget which shall set forth the strategic objectives and the operating plan of the JV Entity (the “Business Plan”).

3.05 Project Documents. The Parties shall use their Best Endeavors to prepare and agree as soon as possible forms of all of the Project Documents (as defined below).

3.06 Shareholder Agreement. The Parties shall negotiate in bona fide the form of the Shareholder Agreement, which will contain, in addition to those provisions contemplated by Section 4.04 through Section 4.08 of this Agreement, customary provisions as agreed by the Parties that account for the respective JV Entity equity ownerships of MP and Odyssey, including provisions relating to governance matters, supermajority approval matters, a dividend policy, transfer restrictions, and the termination of this Agreement and the dissolution of the JV Entity.

3.07 Third Party Agreements. The JV Parties shall work together to negotiate agreements with all third parties necessary for Project prior to the Closing Date.

3.08 Regulatory Approvals. MP will use its Best Endeavors to lead all discussions with Governmental Authorities in connection with the obtention of the necessary permits and approvals that would be required for the Project (including the formation and operation of the JV Entity), including the environmental impact statement (Manifestación de Impacto Ambiental) (the “MIA”). MP will not be required to give prior notice or receive approval from Odyssey for meetings with Governmental Authorities. MP will notify Odyssey promptly of all relevant Governmental Authorities contacted and progress of such meetings.

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3.09 Technical, Environmental and Commercial Development. Odyssey shall use its Best Endeavors to lead the development or updating of all (a) technical and operational aspects of the dredging activities, (b) environmental reports and studies, (c) beneficiation methods for commercialization of phosphate, and (d) market and other commercial studies.

3.10 Financing. The Parties shall work together in bona fide to determine the financing requirements for the Project and to obtain any required third-party Project financing by exploring all potential funding sources.

3.11 Valuation and Initial Contribution.

3.12 Liabilities. The Parties will work together in bona fide to address mitigation and remediation options and actions regarding ExO’s current liabilities, including the Tax Assessment.

3.13 Anti-Bribery and Anti-Corruption. Each Party shall comply in all respects and shall ensure that each of its employees, directors, representatives and advisors complies in all respects with all applicable laws and regulations on anti-bribery and anti-corruption in all activities relating to this Agreement and the transactions and negotiations contemplated herein. For the avoidance of doubt, no Party or its employees, directors, representatives or advisors, including any third party working on behalf of such Party, shall pay or offer to pay, promise or authorize the payment of any money or giving of a gift or anything of value to a Governmental Authority, an official or other employee of any governmental entity, a political party, an official of a political party or candidate for public office (each, a “Government Official”) for the purpose of influencing that official or party to assist in obtaining or retaining any business, permit, agreement or other asset relating in any way to the Project, an Other Odyssey Project, or this Agreement.

3.14 Future Projects. MP will have, in accordance with the terms of this Agreement, the right to participate (directly or by any of its Affiliates) in any Other Odyssey Projects as equal partners (unless otherwise agreed by MP and Odyssey in bona fide, based on the specific circumstances of, and anticipated respective contributions of MP and Odyssey to, any such project) with Odyssey on terms and conditions substantially

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similar to those agreed by the Parties in this Agreement and, as applicable, as agreed in the Project Documents; provided that, if MP declines to participate in any Other Odyssey Project or the Parties do not execute a joint venture agreement substantially similar to this Agreement or the Shareholders Agreement within one hundred and eighty (180) days after Odyssey’s written notice to MP that it intends to develop an Other Odyssey Project and seeking MP’s participation, Odyssey may work with an alternative partner in Mexico with which to develop such project; and provided further that nothing set forth herein shall obligate Odyssey to pursue or to develop any project other than the Project as set forth herein.

3.15 JV Entity. The Parties will form a special purpose vehicle (the “JV Entity”) as soon as practicable to be used for obtaining the necessary registrations before the tax and labor authorities and developing the Project. The initial bylaws of the JV Entity will include the minimum requirements under the applicable law. MP and Odyssey or Oceanica will have equal proportions of the JV Entity. The shareholder agreement (the “Phase 1 Shareholder Agreement”) and bylaws for the JV Entity prior to the Closing Date be in a form reasonably agreed among the parties consistent with the concepts set forth in ARTICLE III and ARTICLE IV.

ARTICLE IV. THE PHASE 2 JV ENTITY

4.01 Subject to the satisfaction or waiver of the conditions set forth in ARTICLE V, on a date to be agreed by the Parties (but in no event no later than thirty (30) days after the satisfaction or waiver of such conditions) (the “Closing,” and the date on which the Closing occurs, the “Closing Date”):

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4.02 Project Development and Operations. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE V, and except as provided in the Project Documents, the JV Entity will be responsible for the continued development of the Project, including the extraction, processing, and sale of phosphate. All operations will be conducted by the JV Entity in accordance with applicable legal, environmental, regulatory, and operational standards in Mexico.

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4.03 Project Profitability. The Parties agree and acknowledge that they will work to ensure that the JV Entity captures all the benefits and maximizes the profitability of the Project at the JV Entity.

4.04 Management; Board of Directors; Officers.

4.05 Matters Requiring Shareholders’ Vote. The Shareholder Agreement and the Bylaws will include a comprehensive list of matters which shall require the unanimous vote or other voting quorum of the holders of the Shares of the JV Entity.

4.06 Deadlock. The Shareholder Agreement and the Bylaws shall include a provision agreed by the Parties to address: (a) the applicable mechanism in the event one of the Shareholders casts a vote opposing the other Shareholder’s vote (a “Deadlock”) in addressing any one or more of the matters to be determined by the Parties as deadlock matters and (b) the corresponding mechanism for the resolution of such Deadlock.

4.07 Change of Control provisions. The Shareholder Agreement shall include a customary change of control provision that shall include each Party’s right to purchase the shares of the JV Entity owned by the other Party upon the change of control of such other Party.

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4.08 Additional Obligations.

(i) provide advice in obtaining the Regulatory Approvals and Permits from the Governmental Authorities required by the Project;

(ii) coordinate community engagement and communications with Governmental Authorities;

(iii) provide guidance for the JV Entity to materially comply with all Mexican applicable regulations, especially regarding environmental protections; and

(iv) lead the efforts and provide the JV Entity with introductions to public and private financial institutions and potential funding sources in Mexico, as required.

(i) provide technical and operational expertise, data, Project intellectual property, and personnel necessary for the efficient planning and execution of the Project;

(ii) prepare a detailed plan for the Project’s phosphate dredging operations, including equipment acquisition and deployment and personnel management, in compliance with all environmental and other permits and regulations to be discussed and agreed with MP; and

(iii) lead the efforts and provide the JV Entity with introductions to public and private financial institutions and potential funding sources in the U.S., as required.

(i) establish guidelines for the JV Entity for (A) compliance with local, national, and international environmental laws and regulations, including but not limited to with Mexican environmental regulations, the MIA and other environmental permits and (B) to minimize the ecological, environmental and community impact of dredging activities;

(ii) ensure that the JV Entity maximizes the profitability of the Project;

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(iii) establish guidelines for the JV Entity for compliance with local, national, and international tax laws and regulations;

(iv) determine and implement strategies to legally minimize tax liabilities, such as tax credits, deductions, and incentives available in Mexico, U.S. and other jurisdictions;

(v) define the JV Entity’s risk identification and management approach;

(vi) establish a framework for transporting, processing, and selling phosphate to domestic and global markets; and

(vii) identify potential offtake counterparties and secure offtake arrangements for the phosphate produced by the Project.

ARTICLE V. CONDITIONS PRECEDENT FOR THE CLOSING

5.01 Conditions to All Parties’ Obligations. The respective obligations of each of the Parties to consummate the Closing are subject to the satisfaction or waiver of the following conditions (the “Parties’ Conditions Precedent”):

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5.02 Conditions to MP’s Obligations. The obligations of MP to consummate the Closing are subject to the satisfaction (or waiver by MP) of the following conditions:

5.03 Conditions to Odyssey’s Obligations. The obligations of Odyssey to consummate the Closing are subject to the satisfaction (or waiver by Odyssey) of the following conditions:

ARTICLE VI. TERMINATION

6.01 This Agreement may be terminated:

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6.02 Effect of Termination. Subject to Section 7.02 below, in the event of the termination of this Agreement in accordance with Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except:

ARTICLE VII. DISPUTE RESOLUTION; INDEMNIFICATION

7.01 Consultation on Disputes. The Parties agree that they shall attempt to resolve in good faith any and all disputes arising in connection with this Agreement. If at any time the Parties are unable to agree on or to resolve any of such matters, then an irreconcilable difference will be deemed to have occurred (an “Irreconcilable Difference”). Upon the occurrence of an Irreconcilable Difference, each Party will require its designee to meet within fifteen (15) days of the occurrence of the Irreconcilable Difference and to continue to meet as necessary in person or by phone during the 30 days after such meeting.

7.02 External Dispute Resolution.

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ARTICLE VIII. EXCLUSIVITY

8.01 Each of Odyssey, Oceanica and ExO agrees that, as long as this Agreement is in force and, subject to Section 6.02(c), for a period of two (2) years following its termination, neither it nor its advisors, directors, representatives, Affiliates, or employees shall, directly or indirectly: (i) solicit, initiate, or encourage the submission of any proposal or offer from any person or entity relating to, directly or indirectly, any business combination concerning the Project or ExO; or (ii) institute, continue, pursue, or engage in any discussions, negotiations, or enter into agreements with any person or entity regarding a transaction in respect of the Project similar to the formation of the JV Entity as set forth herein or any other business combination concerning the Project and/or, subject to the terms of Section 3.14, Other Odyssey Projects or provide any information in connection with any such effort, except in furtherance of its obligations under this Agreement or with the prior written consent of MP. For clarity, this Section 8.01 shall not apply to any transaction relating to the equity interests in Odyssey or any of Odyssey’s assets other than the Project, ExO or Other Odyssey Projects.¹

8.02 MP agrees that, as long as this Agreement is in force and, subject to Section 6.02(b), for a period of two (2) years following its termination, neither it nor its advisors, directors, representatives, affiliates, or employees shall, directly or indirectly: (i) solicit, initiate, or encourage the submission of any proposal or offer from any person or entity relating to, directly or indirectly, any transaction similar to the formation of the JV Entity as set forth herein or any other business combination concerning the Project, ExO, or any competing phosphate project in the EEZ; or (ii) institute, continue, pursue, or engage in any discussions, negotiations, or enter into agreements with any person or entity relating to, directly or indirectly, any transaction similar to the formation of the JV Entity as set forth herein or any other business combination concerning the Project, ExO, or any competing phosphate project in the EEZ, including obtaining any concessions, licenses, or permits, concerning the Project, or provide any information in connection with any such effort, except with the prior written consent of Odyssey.

8.03 MP (or its Affiliates) shall have the exclusive right to participate in any Other Odyssey Projects as and to the extent set forth in Section 3.14.

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ARTICLE IX. MISCELLANEOUS

9.01 Notices. Any notice to be given under this Agreement shall be deemed to have been duly given upon receipt when in writing and delivered by courier, delivery receipt requested, or by electronic mail, delivery confirmed, to the addresses specified below. Any Party may change its address provided below for the purpose of this Agreement by giving written notice to the other Parties of such change in the manner hereinabove provided. Any notification delivered to Odyssey will be deemed delivered to Odyssey, Oceanica and ExO.

Mr. Juan A. Cortina Gallardo and Aby Ortega

Monte Caucaso, No.915,

Colonia Lomas de Chapultepec, Mexico City, Mexico

C.P.11000

jcortina@gamsa.com.mx

ccp: abyortega@gamsa.com.mx

With a courtesy copy to:

Mr. José Visoso L.

Galicia Abogados, S.C.

Blvd. Manuel Ávila Camacho No. 24-7

Col. Lomas de Chapultepec, 11000 México D.F.

jvisoso@galicia.com.mx

Legal Department

205 S. Hoover Blvd. Suite 210

Tampa, FL 33609, U.S.

legal@odysseymarine.com

With a courtesy copy to

Mr. Andrés Nieto

The Summit

Prolongacion Paseo de la Reforma 1196, piso 15

Lomas de Santa Fe, 05348 Cuajimalpa, Ciudad de México

andres.nieto@assembla.law

c/o Odyssey Marine Exploration, Inc.

Legal Department

205 S. Hoover Blvd. Suite 210

Tampa, FL 33609, U.S.

legal@odysseymarine.com

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With a courtesy copy to

Mr. Andrés Nieto

The Summit

Prolongacion Paseo de la Reforma 1196, piso 15

Lomas de Santa Fe, 05348 Cuajimalpa, Ciudad de México

andres.nieto@assembla.law

Hamdan, Manzanero y Asociados, S.C.

Attn: Francisco X. Manzanero

Av. Presidente Masaryk No. 101

Despacho 501

Colonia Chapultepec Morales

Alcaldía Miguel Hidalgo

11570 Ciudad de México

and

c/o Odyssey Marine Exploration, Inc.

Legal Department

205 S. Hoover Blvd. Suite 210

Tampa, FL 33609, U.S.

legal@odysseymarine.com

With a courtesy copy to

Mr. Andrés Nieto

The Summit

Prolongacion Paseo de la Reforma 1196, piso 15

Lomas de Santa Fe, 05348 Cuajimalpa, Ciudad de México

andres.nieto@assembla.law

9.02 Governing Law.

This Agreement and all questions of its interpretation shall be governed by and construed in accordance with the laws of Mexico, without regard to the conflict of laws rules thereof.

9.03 Expenses.

Subject to any other provision in this Agreement to the contrary or as otherwise agreed in writing by the Parties, each Party shall bear the fees and expenses of its respective counsel, accountants and experts and all other costs and expenses incurred by it incident to the negotiation, preparation, execution, performance and delivery of this Agreement and the Project Documents. If applicable, the direct costs associated with the establishment and registration of the JV Entity shall be borne by the JV Entity. Notwithstanding the foregoing, the Parties shall agree in bona fide as to their respective responsibility (or the responsibility of the JV Entity) for any payments required to be made in respect of Concessions fees and expenses that relate to any period prior to the contribution of the Concessions to the JV Entity.

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9.04 Further Assurances.

Each of the Parties hereto shall, from time to time and without further consideration, execute and deliver (and Oceanica shall cause ExO to execute and deliver) such actions, other documents and instruments (including instruments of transfer, conveyance and assignment) and take such further action as any Party may reasonably require to complete more effectively any matter provided for, and any obligation assumed, in this Agreement, but in no event shall any Party be required to take any actions that would result in such Party increasing its obligations under this Agreement. The foregoing shall include, without limitation, the taking of any and all action as may be necessary to effectively implement any decision of the Parties made in accordance with the provisions hereof.

9.05 Language.

English shall be the official language in respect to all matters in connection with this Agreement and the Project Documents, including notices provided hereunder, unless otherwise agreed in writing by the Parties and/or required under Mexican law. In the event that this Agreement or the Project Documents are translated into Spanish, the English version shall be controlling as among the Parties.

9.06 Assignment.

Except to the extent permitted pursuant to this Agreement, the rights and obligations under this Agreement may not be assigned by any Party to any Person. Any other attempted assignment in contravention of this provision shall be void.

9.07 Entire Agreement.

This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes any prior agreement or understanding, written or oral, that the parties may have had.

9.08 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of MP, Odyssey, Oceanica and ExO and their respective permitted successors and assignees.

9.09 Amendments.

Any modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by each Party.

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9.10 Severability.

If any Article, Section or paragraph, or any part thereof, of this Agreement, or any agreement or document appended hereto or made a part hereof is held invalid, ruled illegal or unenforceable under present or future laws effective during the term of this Agreement, then it is the intention of the Parties that the remainder of the Agreement, or any agreement or document appended hereto or made a part hereof, shall not be affected thereby, unless the deletion of such provision shall cause this Agreement to become materially adverse to any Party in which case the Parties shall negotiate in good faith such changes to the Agreement as will best preserve for the Parties the benefits and obligations of such provision.

9.11 Counterparts.

This Agreement may be executed in one or more counterparts, and by each Party on the same or different counterparts, but all of such counterparts shall together constitute one and the same instrument and agreement.

9.12 Waivers.

Any waiver of any provision of this Agreement shall be effective only if in writing and signed in person by or on behalf of each Party against whom enforcement of such waiver is sought. No failure by a Party to take any action with respect to a breach of this Agreement or a default by any Party shall constitute a waiver of the right of any Party to enforce any provision of this Agreement or to take action with respect to such breach or default or any subsequent breach or default. Waiver by any Party of any breach or failure to comply with any provision of this Agreement by a Party shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provision of this Agreement.

9.13 No Agency.

Nothing in this Agreement shall constitute an appointment of either Party as the legal representative or agent of the other Party, nor shall any of either Party have the right or authority, to assume, create or incur any liability or obligation, express or implied, against, in the name of, or on behalf of the other Party without the other Party’s prior written consent.

9.14 No Third-Party Beneficiaries.

Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.

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9.15 Specific Performance.

Each Party agrees and acknowledges that money damages may not be an adequate remedy for violations of this Agreement including, and that any Party may, in its sole discretion, demand for specific performance of the breaching Party’s obligations of the breaching Party’s obligations pursuant to article 1949 of the Federal Civil Code and their correlative articles of the civil codes of other Mexican States as well as Losses or injunctive or such other relief as may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each Party waives any objection to the imposition of such relief.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.