0001193125-21-262146 Sample Contracts

ASSIGNMENT, ASSUMPTION AND AMENDMENT OF THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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).

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PURCHASE AGREEMENT
Purchase 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 AGREEMENT
Assignment 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).

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