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EXHIBIT
10.13
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
OF
O DYSSEY M
ARINE E XPLORATION , I
NC .
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| Warrant
Number: D2-012407-01 |
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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
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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
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