Browse EX-10 agreements

Memorandum of Agreement

This Memorandum of Agreement (“Agreement”) is entered into as of November 17, 2025, by and between American Ocean Minerals Corporation (“AOMC”) and CIC LLC (“CIC”).

RECITALS

WHEREAS, CIC has existing consulting agreements with certain individuals to perform services; and

WHEREAS, AOMC desires to utilize the services of these individuals and to represent them as part of its team in various communications, and CIC agrees to make them available and grant such permissions under the terms herein.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1. Verification of Personnel

I, Gregory P. Stemm, as Managing Member of CIC LLC, hereby verify that the following individuals (“Consultants”) have consulting agreements with CIC LLC for services rendered on CIC Projects:

 

 

•

 

Charles Morgan

 

 

•

 

Tom Detweiller

 

 

•

 

David Weight

 

 

•

 

David Fontes

 

 

•

 

Donna MacKenzie

2. Provision of Services

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ASSIGNMENT AND ASSUMPTION AGREEMENT

This assignment and assumption agreement (this “Agreement”) is dated March 2, 2026 (the “Effective Date”) between American Ocean Minerals Corp. (the “Assignor”) and 1001525062 Ontario Inc. (the “Assignee”).

RECITALS:

 

 

(a)

The Assignor and others entered into the agreements listed in Schedule “A” (the documents in item numbers (i) through and including (v) of Schedule “A” being sometimes referred to herein as the “Royalty Agreement” and the document in item number (vi) of Schedule “A” being sometimes referred to herein as the “Royalty Agreement Security Document”); and,

 

 

(b)

The Assignor and the Assignee have agreed that the Assignor will assign all of its rights and interests under the Royalty Agreement to the Assignee and the Assignee will assume all of the Assignor’s rights and obligations under the Royalty Agreement (the “Royalty Interests”), all on and subject to the terms herein contained;

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NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2026, by and between CIC LLC, a Florida limited liability company with its principal office located at 1603 Sunshine Dr., Clearwater, FL 33765 (the “Issuer”) and American Ocean Minerals Corporation, a Delaware corporation with its principal office located at 400 N. Ashley Drive, Suite 190, Tampa, Florida 33609 (the “Holder” and together with the Issuer, the “Parties” and each a “Party”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

RECITALS:

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Holder has agreed to purchase a convertible promissory note (the “Note”) from the Issuer in the aggregate amount of up to U.S.$5,000,000.

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, and covenants set forth below, the parties, intending to be legally bound, hereby agree as follows:

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Confidential

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 2nd day of March, 2026.

BETWEEN:

AOM AREA 3, LLC, a limited liability company incorporated under the laws of State of Delaware

(“Company”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Royalty Holder”)

RECITALS

 

A.

The exploration for and commercial recovery of hard mineral resources of the deep seabed by United States citizens beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act, 30 U.S.C. § 1401 et seq. (the “Act”), and the regulations promulgated thereunder, including 15 C.F.R. Part 970 (Exploration Licenses) and 15 C.F.R. Part 971 (Commercial Recovery Permits) (collectively, the “Deep Seabed Legislation”);

 

B.

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UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of March 20, 2026 (the “Effective Date”), by and among Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), and American Ocean Minerals Corporation, a Delaware corporation, or its designee (the “Purchaser”). Each of OML and the Purchaser is referred to individually herein as a “Party” and, collectively, as the “Parties.” Certain defined terms used in this Agreement have the meanings set forth or referenced in Section 2 of this Agreement.

RECITALS

WHEREAS, OML desires to sell to the Purchaser, and the Purchaser desires to acquire from OML, the Purchased Units (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Purchase and Sale of Membership Interest Units.

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NOTE PURCHASE AGREEMENT

 

 

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2026, by and between CIC Limited, a company formed under the laws of the Cook Islands with its principal office located at PO Box 104, Avarua, Rarotonga, Cook Islands (the “Company”) and American Ocean Minerals Corporation, a Delaware corporation with its principal office located at 400 N. Ashley Drive, Suite 190, Tampa, Florida 33602 (the “Holder” and together with the Company, the “Parties” and each a “Party”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

RECITALS:

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Holder has agreed to purchase a convertible promissory note (the “Note”) from the Company in the aggregate amount of up to U.S.$20,000,000 (the “Note Amount”).

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Confidential

  

Execution Version

FORM OF EQUITY EXCHANGE AGREEMENT

NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT AFTER CONSULTATION WITH LEGAL AND FINANCIAL ADVISORS.

Equity Exchange Agreement

 

 

This Equity Exchange Agreement (this “Agreement”) is made as of April 8, 2026 by and among Odyssey Marine Exploration, Inc., a Nevada corporation (“Odyssey”), Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), and each of the members (each individually a “Member” and collectively the “Members”) of OML, named on Schedule A attached hereto (the “Schedule of Members”) that executes and delivers a counterpart to this Agreement to Odyssey on or prior to May 6, 2026 specifying the number of OML Units to be exchanged hereunder.

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Confidential

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 2nd day of March, 2026.

BETWEEN:

AOM AREA 1, LLC, a limited liability company incorporated under the laws of State of Delaware

(“Company”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Royalty Holder”)

RECITALS

 

A.

The exploration for and commercial recovery of hard mineral resources of the deep seabed by United States citizens beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act, 30 U.S.C. § 1401 et seq. (the “Act”), and the regulations promulgated thereunder, including 15 C.F.R. Part 970 (Exploration Licenses) and 15 C.F.R. Part 971 (Commercial Recovery Permits) (collectively, the “Deep Seabed Legislation”);

 

B.

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REVENUE PARTICIPATION AGREEMENT

THIS AGREEMENT dated as of the 20th day of March 2026.

BETWEEN:

MOANA MINERALS LIMITED, a company incorporated under the laws of Cook Islands

(“Company”)

- and -

OCEAN MINERALS, LLC, a company incorporated under the laws of the Cayman Islands

(“OML”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Participation Holder”)

INTRODUCTION

 

A.

The Company is the exclusive holder of the Exploration Licence issued by the SBMA under SBM Legislation in respect of the Property.

 

B.

The Company intends to develop the Project.

 

C.

The Company has agreed to create, grant and sell the Participation to the Participation Holder in accordance with the terms and conditions described herein.

 

D.

The Company is a wholly owned subsidiary of OML.

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REVENUE PARTICIPATION AGREEMENT

THIS AGREEMENT dated as of the 2nd day of February, 2026.

BETWEEN:

CIC LIMITED, a company incorporated under the laws of Cook Islands

(“Company”)

- and -

CIC LLC, a limited liability company incorporated under the laws of State of Florida

(“CIC”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Participation Holder”)

INTRODUCTION

 

A.

The Company is the exclusive holder of the Exploration Licence issued by the SBMA under SBM Legislation in respect of the Property.

 

B.

The Company intends to develop the Project.

 

C.

The Company has agreed to create, grant and sell the Participation to the Participation Holder in accordance with the terms and conditions described herein.

 

D.

CIC is an Affiliate of the Company.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

PROVIDENT TRUST GROUP LLC FRO RAPHAEL DIAMOND TRADITIONAL IRA

A Nevada limited liability company (“Provident”)

- and -

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

WHEREAS, on or about November 3, 2023, the Issuer issued (i) a Convertible Promissory Provident Note in the original principal amount of US$1,200,000 (the “CIC Provident Note”) to and in favour of CIC LLC (“LLC”), and (ii) a Warrant to Purchase Class A Voting Shares to LLC, authorizing LLC to purchase up to 156,000 Class A Voting Shares in the capital stock of the Issuer (“Class A Shares”) at a price of US$0.0001 per share, subject to adjustment in accordance with the terms thereof (the “CIC Warrant”).

 

B.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

MINERALS HARVESTING COOK ISLANDS II, LP,

A Delaware limited partnership (“MHCI II”) acting through its general partner Minerals Harvesting Capital, LLC (the “General Partner”), as seller and assignor

- and -

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

WHEREAS, on or about May 28, 2025, CIC Limited (the “Issuer”) issued a Promissory Note in the original principal amount of US$300,000 to and in favour of MHCI II (the “Short Term Note”);

 

B.

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