This Warrant Agreement involves
Title: WARRANT TO PURCHASE
SERIES D CONVERTIBLE PREFERRED STOCK
ODYSSEY MARINE EXPLORATION, INC.
Governing Law: Florida Date: 3/16/2007
Industry: Business Services Sector: Services
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
W ARRANT TO P URCHASE
S ERIES D C ONVERTIBLE P REFERRED S TOCK
O DYSSEY M ARINE E XPLORATION , I NC .
|Warrant Number: D2-012407-01||Void After May 15, 2007|
THIS WARRANT is issued to LBPB NOMINEES LTD., FOR THE BENEFIT OF GLG NORTH AMERICAN OPPORTUNITY FUND, (the “ Holder ”), by ODYSSEY MARINE EXPLORATION, INC. , a Nevada corporation (the “ Company ”), on January 24, 2007 (the “ Warrant Issue Date ”). This Warrant is issued pursuant to the Series D Convertible Preferred Stock Purchase Agreement of even date herewith (the “ Purchase Agreement ”) between the Holder and the Company.
Section 1. Purchase of Series D Shares.
(a) Number of Series D Shares. Subject to the terms and conditions hereinafter set forth and set forth in the Purchase Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to 1,000,000 fully paid and nonassessable shares of Series D Convertible Preferred Stock, par value $0.0001 per share, of the Company.
(b) Exercise Price. The exercise price for the shares of Series D Convertible Preferred Stock issuable pursuant to this Section 1 (the “ Series D Shares ”) shall be $3.50 per share (the “ Exercise Price ”). The Series D Shares and the Exercise Price shall be subject to adjustment pursuant to Section 5 hereof.
Section 2 . Exercise Period. This Warrant shall become exercisable, in whole or in part (but not for an amount less than 25% of the number of Series D Shares for which this Warrant is initially exercisable), commencing on the Warrant Issue Date and ending at 5:00 p.m. (Eastern Time) on May 15, 2007 (the “ Expiration Date ”); provided , however , that in the event of (a) the closing of the Company’s sale or transfer of all or substantially all of its assets, or (b) the closing of the acquisition of the Company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange of the outstanding shares of the Company’s capital stock such that the stockholders of the Company prior to such transaction own, directly
or indirectly, less than 50% of the voting power of the surviving entity, this Warrant shall, on the date of such event, no longer be exercisable and become null and void. In the event of a proposed transaction of the kind described above, the Company shall notify the Holder at least fifteen (15) days prior to the consummation of such event or transaction.
Section 3. Method of Exercise.
(a) Mechanics of Exercise . While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby by (i) delivery of a written notice, in the form attached hereto as Appendix A (the “ Exercise Notice ”), of the Holder’s election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Series D Shares as to which this Warrant is being exercised (the “ Aggregate Exercise Price ”) in cash or wire transfer of immediately available funds. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Series D Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Series D Shares.
(b) As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three (3) business days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of Series D Shares to which such Holder shall be entitled, and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Series D Shares equal to the number of such Series D Shares described in this Warrant minus the number of such Series D Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above.
Section 4 . Issuance of Series D Shares. The Company covenants that the Series D Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.
Section 5 . Adjustment of Exercise Price and Number of Series D Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide its Series D Convertible Preferred Stock, by split-up or otherwise, or combine its Series D Convertible Preferred Stock, or issue additional shares of its Series D Convertible Preferred Stock as a dividend with respect to any shares of its Series D Convertible Preferred Stock, the number of Series D Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall
also be made to the purchase price payable per Series D Share, but the aggregate purchase price payable for the total number of Series D Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 5(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.
(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5(a) above), then, as a condition of such reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number and type of securities as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase pr