SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2017 • Epsilon Acquisitions LLC • Water transportation
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of March 18, 2016, as amended and restated as of October 1, 2016 and further amended and restated as of August 10, 2017, by and among Odyssey Marine Exploration, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), Epsilon Acquisitions LLC, a Delaware limited liability company (“Epsilon”) and Minera del Norte S.A. de C.V., a Mexican societe anonime (“Minosa” and together with Epsilon, the “Investor”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2021 • Epsilon Acquisitions LLC • Water transportation
This ASSIGNMENT, ASSUMPTION AND AMENDMENT OF THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Assignment”) is made effective as of this 30th day of August, 2021 (the “Effective Date”), by and among Epsilon Acquisitions LLC, a Delaware limited liability company (“Epsilon” or “Assignor”), Minera del Norte S.A. de C.V., a Mexican societe anonime (“Minosa”), Drumcliffe Partners IV SMA1, LLC, a Delaware limited liability company (“Assignee”), and Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2017 • Epsilon Acquisitions LLC • Water transportation
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
PURCHASE AGREEMENTPurchase Agreement • August 31st, 2021 • Epsilon Acquisitions LLC • Water transportation • Delaware
This Purchase Agreement (this “Agreement”), dated as of August 30, 2021 (the “Effective Date”), is made by and between Epsilon Acquisitions LLC, a Delaware limited liability company (the “Seller”), and Drumcliffe Partners IV SMA1, LLC, a Delaware limited liability company (the “Purchaser”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 31st, 2021 • Epsilon Acquisitions LLC • Water transportation
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made effective as of this _____ day of August, 2021 (the “Effective Date”), by and among Drumcliffe Partners IV SMA1, LLC, a Delaware limited liability company (“Assignor”), Epsilon Acquisitions LLC, a Delaware limited liability company (“Epsilon”), _________________________ (“Assignee”), and Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
