NOTE PURCHASE AGREEMENT BY AND AMONG EPSILON ACQUISITIONS LLC, ODYSSEY MARINE ENTERPRISES, LTD. AND ODYSSEY MARINE EXPLORATION, INC. DATED AS OF MARCH 18, 2016Note Purchase Agreement • March 24th, 2016 • Odyssey Marine Exploration Inc • Water transportation • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2016, by and among Odyssey Marine Exploration Inc., a Nevada corporation (the “Parent”), Odyssey Marine Enterprises, Ltd., a Bahamas company and wholly owned subsidiary of the Parent (the “Company”), and Epsilon Acquisitions LLC, a Delaware limited liability company (the “Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in Annex A hereto.
AMENDMENT NO. 4, WAIVER AND CONSENT TO PROMISSORY NOTEPromissory Note • March 24th, 2016 • Odyssey Marine Exploration Inc • Water transportation • New York
This Amendment No. 4, Waiver and Consent to Promissory Note (this “Amendment”), dated as of March 18, 2016, is entered into by and among Odyssey Marine Enterprises, Ltd., a Bahamas company (the “Company”), whose address is Lyford Financial Centre, Lyford Cay, P.O. Box N-7776, Nassau, Bahamas, Odyssey Marine Exploration, Inc., a Nevada corporation (the “Guarantor”), and Minera del Norte, S.A. de C.V. (the “Lender”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Promissory Note (as defined below).
WAIVER AND CONSENTWaiver and Consent • March 24th, 2016 • Odyssey Marine Exploration Inc • Water transportation • Delaware
This WAIVER AND CONSENT (this “Waiver”), is made and entered into as of March 18, 2016, by and among Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”), Odyssey Marine Enterprises, Ltd., a Bahamas company and wholly-owned subsidiary of the Company (“OME”), Penelope Mining LLC, a Delaware limited liability company (“Penelope”), and Minera del Norte S.A. de C.V., a Mexican societe anonime (“Minosa” and together with Penelope, the “Minosa Entities”). Reference is hereby made to that certain Stock Purchase Agreement dated as of March 11, 2015, as amended April 10, 2015 (the “SPA”), by and among the Company and the Minosa Entities. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SPA.
AMENDMENT NO. 3 TO PROMISSORY NOTEPromissory Note • March 24th, 2016 • Odyssey Marine Exploration Inc • Water transportation • New York
This Amendment No. 3 to Promissory Note (this “Amendment”), dated as of December 15, 2015, is entered into by and among Odyssey Marine Enterprises, Ltd., a Bahamas company (the “Company”), whose address is Lyford Financial Centre, Lyford Cay, P.O. Box N-7776, Nassau, Bahamas, Odyssey Marine Exploration, Inc., a Nevada corporation (the “Guarantor”), and Minera del Norte, S.A. de C.V. (the “Lender”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Promissory Note (as defined below).
