Certificate for Common Stock Purchase Warrants - Odyssey Marine Exploration Inc. and MacDougald Family LP
Odyssey Marine Exploration, Inc
Incorporated Under the Laws of the State of Nevada
NO. 020601-4 230,000 Common
Certificate for Common Stock
Purchase Warrants
1. This Warrant Certificate certifies that MacDougald Family Limited
Partnership, a Nevada Limited Partnership, or registered assigns ("Warrant
Holder"), is the registered owner of the above-indicated number of Warrants
expiring FEBRUARY 28, 2004 ("Expiration Date"). One (1) Warrant entitles the
Warrant Holder to purchase one share of common stock, $0.0001 par value
("Share"), from Odyssey Marine Exploration, Inc., a Nevada corporation
("Company"), at a purchase price of $0.30 per share of Common Stock ("Exercise
Price"), commencing February 26, 2001, and terminating on the Expiration Date
("Exercise Period"), upon surrender of this Warrant Certificate with the
exercise form hereon duly completed and executed with payment of the Exercise
Price at the offices of the Company, 3604 Swann Avenue, Tampa, Florida 33609,
but only subject to the conditions set forth herein.
2. Upon due presentment for transfer of this Warrant Certificate at the
offices of the Company, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants, subject to
any adjustments made in accordance with the provisions of this Warrant, shall be
issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in this Warrant.
3. The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during the
period and in the manner stated herein. The Exercise Price shall be payable in
lawful money of the United States of America and in cash or by certified or bank
cashier's check or bank draft payable to the order of the Company. If upon
exercise of any Warrants evidenced by this Warrant Certificate, the number of
Warrants exercised shall be less than the total number of Warrants so evidenced,
there shall be issued to the Warrant Holder a new Warrant Certificate evidencing
the number of Warrants not so exercised.
1 of 5
<PAGE>
4. No Warrant may be exercised after 5:00 p.m. Eastern Time on the
Expiration Date and any Warrant not exercised by such time shall become void,
unless the Expiration Date of this Warrant is extended by the Company.
5. After each adjustment of the Exercise Price pursuant to this paragraph
5, the number of shares of Common Stock purchasable on the exercise of each
Warrant shall be the number derived by dividing such adjusted pertinent Exercise
Price into the original pertinent Exercise Price. The pertinent Exercise Price
shall be subject to adjustment as follows:
In the event, prior to the expiration of the Warrants by exercise or
by their terms, the Company shall issue any shares of its Common Stock as a
share dividend or shall subdivide the number of outstanding shares of
Common Stock into a greater number of shares, then, in either of such
events, the Exercise Price per share of Common Stock purchasable pursuant
to the Warrants in effect at the time of such action shall be reduced
proportionately and the number of shares purchasable pursuant to the
Warrants shall be increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding Common Stock
by combining such shares into a smaller number of shares, then, in such
event, the Exercise Price per share purchasable pursuant to the Warrants in
effect at the time of such action shall be increased proportionately and
the number of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately. Any dividend paid or
distributed on the Common Stock in shares of any other class of the Company
or securities convertible into shares of Common Stock shall be treated as a
dividend paid in Common Stock to the extent that shares of Common Stock are
issuable on the conversion thereof.
6. The Company agrees to include the shares underlying this Warrant
Certificate in the next Registration Statement that the Company files with the
Securities and Exchange Commission. If this Registration Statement is declared
effective by the SEC, the Company agrees to use its best efforts to keep the
Registration Statement effective until all warrants have been exercised or the
Expiration Date, whichever occurs first. In the event that the Registration
Statement is not declared effective by the SEC for any reason, including
withdrawal of the Registration Statement by the Company, the Company agrees to
include these shares in the next Registration Statement filed by the Company.
2 of 5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and by its Secretary.
Dated: February _____ , 2001
Odyssey Marine Exploration, Inc.
____________________________ _______________________________
David A. Morris, Secretary John C. Morris, President
3 of 5
<PAGE>
Odyssey Marine Exploration, Inc.
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
-------------------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be executed by the Registered Holder if he
desires to assign Warrants evidenced by the
within Warrant Certificate)
FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto ______________________________ Warrants, evidenced by the
within Warrant Certificate, and does hereby irrevocably constitute and appoint
______________________ ______________ Attorney to transfer the said Warrants
evidenced by the within Warrant Certificate on the books of the Company, with
full power of substitution.
Dated: ______________________ ______________________________
Signature
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed: __________________________________________
4 of 5
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder if he desires to
exercise Warrants evidenced by the within Warrant Certificate)
To Odyssey Marine Exploration, Inc.:
The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, ________________ full shares of Common Stock issuable upon exercise
of said Warrants and delivery of $____________ and any applicable taxes.
The undersigned requests that certificates for such shares be
issued in the name of:
(Please print name and address):
______________________________________________________________
_______________________________________________________________
________________________________ _______________________________
(Social Security or Tax ID #)
If said number of Warrants shall not be all the Warrants evidenced by the within
Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to:
_____________________________________________________________
_____________________________________________________________
(Please print name and address)
Dated: ____________________ Signature: ________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by
any other person the Form of Assignment hereon must be duly executed
and if the certificate representing the shares or any Warrant
Certificate representing Warrants not exercised is to be registered in
a name other than that in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.
Signature Guaranteed: __________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
5 of 5
<PAGE>
Odyssey Marine Exploration, Inc
Incorporated Under the Laws of the State of Nevada
No. 020601-2 120,000 Common
Certificate for Common Stock
Purchase Warrants
1. This Warrant Certificate certifies that MacDougald Family Limited
Partnership, a Nevada Limited Partnership, or registered assigns ("Warrant
Holder"), is the registered owner of the above-indicated number of Warrants
expiring March 31, 2002 ("Expiration Date"). One (1) Warrant entitles the
Warrant Holder to purchase one share of common stock, $0.0001 par value
("Share"), from Odyssey Marine Exploration, Inc., a Nevada corporation
("Company"), at a purchase price of $2.50 per share of Common Stock ("Exercise
Price"), commencing February 26, 2001, and terminating on the Expiration Date
("Exercise Period"), upon surrender of this Warrant Certificate with the
exercise form hereon duly completed and executed with payment of the Exercise
Price at the offices of the Company, 3604 Swann Avenue, Tampa, Florida 33609,
but only subject to the conditions set forth herein.
2. Upon due presentment for transfer of this Warrant Certificate at the
offices of the Company, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants, subject to
any adjustments made in accordance with the provisions of this Warrant, shall be
issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in this Warrant.
3. The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during the
period and in the manner stated herein. The Exercise Price shall be payable in
lawful money of the United States of America and in cash or by certified or bank
cashier's check or bank draft payable to the order of the Company. If upon
exercise of any Warrants evidenced by this Warrant Certificate, the number of
Warrants exercised shall be less than the total number of Warrants so evidenced,
there shall be issued to the Warrant Holder a new Warrant Certificate evidencing
the number of Warrants not so exercised.
1 of 5
<PAGE>
4. No Warrant may be exercised after 5:00 p.m. Eastern Time on the
Expiration Date and any Warrant not exercised by such time shall become void,
unless the Expiration Date of this Warrant is extended by the Company.
5. After each adjustment of the Exercise Price pursuant to this paragraph
5, the number of shares of Common Stock purchasable on the exercise of each
Warrant shall be the number derived by dividing such adjusted pertinent Exercise
Price into the original pertinent Exercise Price. The pertinent Exercise Price
shall be subject to adjustment as follows:
In the event, prior to the expiration of the Warrants by exercise or by
their terms, the Company shall issue any shares of its Common Stock as a
share dividend or shall subdivide the number of outstanding shares of
Common Stock into a greater number of shares, then, in either of such
events, the Exercise Price per share of Common Stock purchasable pursuant
to the Warrants in effect at the time of such action shall be reduced
proportionately and the number of shares purchasable pursuant to the
Warrants shall be increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding Common Stock
by combining such shares into a smaller number of shares, then, in such
event, the Exercise Price per share purchasable pursuant to the Warrants in
effect at the time of such action shall be increased proportionately and
the number of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately. Any dividend paid or
distributed on the Common Stock in shares of any other class of the Company
or securities convertible into shares of Common Stock shall be treated as a
dividend paid in Common Stock to the extent that shares of Common Stock are
issuable on the conversion thereof.
6. The Company agrees to include the shares underlying this Warrant
Certificate in the next Registration Statement that the Company files with the
Securities and Exchange Commission. If this Registration Statement is declared
effective by the SEC, the Company agrees to use its best efforts to keep the
Registration Statement effective until all warrants have been exercised or the
Expiration Date, whichever occurs first. In the event that the Registration
Statement is not declared effective by the SEC for any reason, including
withdrawal of the Registration Statement by the Company, the Company agrees to
include these shares in the next Registration Statement filed by the Company.
2 of 5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and by its Secretary.
Dated: February _____ , 2001
Odyssey Marine Exploration, Inc.
_____________________________ _________________________________
David A. Morris, Secretary John C. Morris, President
3 of 5
<PAGE>
Odyssey Marine Exploration, INC.
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
-----------------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be executed by the Registered Holder if he
desires to assign Warrants evidenced by the
within Warrant Certificate)
FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto ______________________________ Warrants, evidenced by the
within Warrant Certificate, and does hereby irrevocably constitute and appoint
______________________ ______________ Attorney to transfer the said Warrants
evidenced by the within Warrant Certificate on the books of the Company, with
full power of substitution.
Dated: ______________________ ______________________________
Signature
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed: __________________________________________
4 of 5
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder if he desires to exercise
Warrants evidenced by the within Warrant Certificate)
To Odyssey Marine Exploration, Inc.:
The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, ________________ full shares of Common Stock issuable upon exercise
of said Warrants and delivery of $____________ and any applicable taxes.
The undersigned requests that certificates for such shares be
issued in the name of:
(Please print name and address):
____________________________________________________________________________
____________________________________________________________________________
________________________________ ___________________________________________
(Social Security or Tax ID #)
If said number of Warrants shall not be all the Warrants evidenced by the within
Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to:
_____________________________________________________________
_____________________________________________________________
(Please print name and address)
Dated: ____________________ Signature: ________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by
any other person the Form of Assignment hereon must be duly executed
and if the certificate representing the shares or any Warrant
Certificate representing Warrants not exercised is to be registered in
a name other than that in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.
Signature Guaranteed: __________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
5 of 5
<PAGE>
Odyssey Marine Exploration, Inc
Incorporated Under the Laws of the State of Nevada
No. 020601-3 817,000 Common
Certificate for Common Stock
Purchase Warrants
1. This Warrant Certificate certifies that MacDougald Family Limited
Partnership, a Nevada Limited Partnership, or registered assigns ("Warrant
Holder"), is the registered owner of the above-indicated number of Warrants
expiring February 28, 2003 ("Expiration Date"). One (1) Warrant entitles the
Warrant Holder to purchase one share of common stock, $0.0001 par value
("Share"), from Odyssey Marine Exploration, Inc., a Nevada corporation
("Company"), at a purchase price of $2.00 per share of Common Stock ("Exercise
Price"), commencing February 26, 2001, and terminating on the Expiration Date
("Exercise Period"), upon surrender of this Warrant Certificate with the
exercise form hereon duly completed and executed with payment of the Exercise
Price at the offices of the Company, 3604 Swann Avenue, Tampa, Florida 33609,
but only subject to the conditions set forth herein.
2. Upon due presentment for transfer of this Warrant Certificate at the
offices of the Company, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants, subject to
any adjustments made in accordance with the provisions of this Warrant, shall be
issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in this Warrant.
3. The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during the
period and in the manner stated herein. The Exercise Price shall be payable in
lawful money of the United States of America and in cash or by certified or bank
cashier's check or bank draft payable to the order of the Company. If upon
exercise of any Warrants evidenced by this Warrant Certificate, the number of
Warrants exercised shall be less than the total number of Warrants so evidenced,
there shall be issued to the Warrant Holder a new Warrant Certificate evidencing
the number of Warrants not so exercised.
1 of 5
<PAGE>
4. No Warrant may be exercised after 5:00 p.m. Eastern Time on the
Expiration Date and any Warrant not exercised by such time shall become void,
unless the Expiration Date of this Warrant is extended by the Company.
5. After each adjustment of the Exercise Price pursuant to this paragraph
5, the number of shares of Common Stock purchasable on the exercise of each
Warrant shall be the number derived by dividing such adjusted pertinent Exercise
Price into the original pertinent Exercise Price. The pertinent Exercise Price
shall be subject to adjustment as follows:
In the event, prior to the expiration of the Warrants by exercise or by
their terms, the Company shall issue any shares of its Common Stock as a
share dividend or shall subdivide the number of outstanding shares of
Common Stock into a greater number of shares, then, in either of such
events, the Exercise Price per share of Common Stock purchasable pursuant
to the Warrants in effect at the time of such action shall be reduced
proportionately and the number of shares purchasable pursuant to the
Warrants shall be increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding Common Stock
by combining such shares into a smaller number of shares, then, in such
event, the Exercise Price per share purchasable pursuant to the Warrants in
effect at the time of such action shall be increased proportionately and
the number of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately. Any dividend paid or
distributed on the Common Stock in shares of any other class of the Company
or securities convertible into shares of Common Stock shall be treated as a
dividend paid in Common Stock to the extent that shares of Common Stock are
issuable on the conversion thereof.
6. The Company agrees to include the shares underlying this Warrant
Certificate in the next Registration Statement that the Company files with the
Securities and Exchange Commission. If this Registration Statement is declared
effective by the SEC, the Company agrees to use its best efforts to keep the
Registration Statement effective until all warrants have been exercised or the
Expiration Date, whichever occurs first. In the event that the Registration
Statement is not declared effective by the SEC for any reason, including
withdrawal of the Registration Statement by the Company, the Company agrees to
include these shares in the next Registration Statement filed by the Company.
2 of 5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and by its Secretary.
Dated: February _____ , 2001
Odyssey Marine Exploration, Inc.
___________________________ ___________________________________
David A. Morris, Secretary John C. Morris, President
3 of 5
<PAGE>
Odyssey Marine Exploration, INC.
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
----------------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be executed by the Registered Holder if he
desires to assign Warrants evidenced by the
within Warrant Certificate)
FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto ______________________________ Warrants, evidenced by the
within Warrant Certificate, and does hereby irrevocably constitute and appoint
______________________ Attorney to transfer the said Warrants evidenced by the
within Warrant Certificate on the books of the Company, with full power of
substitution.
Dated: ______________________ ______________________________
Signature
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed: __________________________________________
4 of 5
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder if he desires to exercise
Warrants evidenced by the within Warrant Certificate)
To Odyssey Marine Exploration, Inc.:
The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, ________________ full shares of Common Stock issuable upon exercise
of said Warrants and delivery of $____________ and any applicable taxes.
The undersigned requests that certificates for such shares be issued in the
name of:
(Please print name and address):
______________________________________________________________
______________________________________________________________
______________________________ _______________________________
(Social Security or Tax ID #)
If said number of Warrants shall not be all the Warrants evidenced by the within
Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to:
_____________________________________________________________
_____________________________________________________________
(Please print name and address)
Dated: ____________________ Signature: ________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by
any other person the Form of Assignment hereon must be duly executed
and if the certificate representing the shares or any Warrant
Certificate representing Warrants not exercised is to be registered in
a name other than that in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.
Signature Guaranteed: __________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
5 of 5
<PAGE>
Odyssey Marine Exploration, Inc
Incorporated Under the Laws of the State of Nevada
No. 020601-1 722,000 Common
Certificate for Common Stock
Purchase Warrants
1. This Warrant Certificate certifies that MacDougald Family Limited
Partnership, a Nevada Limited Partnership, or registered assigns ("Warrant
Holder"), is the registered owner of the above-indicated number of Warrants
expiring February 28, 2003 ("Expiration Date"). One (1) Warrant entitles the
Warrant Holder to purchase one share of common stock, $0.0001 par value
("Share"), from Odyssey Marine Exploration, Inc., a Nevada corporation
("Company"), at a purchase price of $3.00 per share of Common Stock ("Exercise
Price"), commencing February 26, 2001, and terminating on the Expiration Date
("Exercise Period"), upon surrender of this Warrant Certificate with the
exercise form hereon duly completed and executed with payment of the Exercise
Price at the offices of the Company, 3604 Swann Avenue, Tampa, Florida 33609,
but only subject to the conditions set forth herein.
2. Upon due presentment for transfer of this Warrant Certificate at the
offices of the Company, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants, subject to
any adjustments made in accordance with the provisions of this Warrant, shall be
issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in this Warrant.
3. The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during the
period and in the manner stated herein. The Exercise Price shall be payable in
lawful money of the United States of America and in cash or by certified or bank
cashier's check or bank draft payable to the order of the Company. If upon
exercise of any Warrants evidenced by this Warrant Certificate, the number of
Warrants exercised shall be less than the total number of Warrants so evidenced,
there shall be issued to the Warrant Holder a new Warrant Certificate evidencing
the number of Warrants not so exercised.
1 of 5
<PAGE>
4. No Warrant may be exercised after 5:00 p.m. Eastern Time on the
Expiration Date and any Warrant not exercised by such time shall become void,
unless the Expiration Date of this Warrant is extended by the Company.
5. After each adjustment of the Exercise Price pursuant to this paragraph
5, the number of shares of Common Stock purchasable on the exercise of each
Warrant shall be the number derived by dividing such adjusted pertinent Exercise
Price into the original pertinent Exercise Price. The pertinent Exercise Price
shall be subject to adjustment as follows:
In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall issue any shares of
its Common Stock as a share dividend or shall subdivide the
number of outstanding shares of Common Stock into a greater
number of shares, then, in either of such events, the Exercise
Price per share of Common Stock purchasable pursuant to the
Warrants in effect at the time of such action shall be reduced
proportionately and the number of shares purchasable pursuant to
the Warrants shall be increased proportionately. Conversely, in
the event the Company shall reduce the number of shares of its
outstanding Common Stock by combining such shares into a smaller
number of shares, then, in such event, the Exercise Price per
share purchasable pursuant to the Warrants in effect at the time
of such action shall be increased proportionately and the number
of shares of Common Stock at that time purchasable pursuant to
the Warrants shall be decreased proportionately. Any dividend
paid or distributed on the Common Stock in shares of any other
class of the Company or securities convertible into shares of
Common Stock shall be treated as a dividend paid in Common Stock
to the extent that shares of Common Stock are issuable on the
conversion thereof.
6. The Company agrees to include the shares underlying this Warrant
Certificate in the next Registration Statement that the Company files with the
Securities and Exchange Commission. If this Registration Statement is declared
effective by the SEC, the Company agrees to use its best efforts to keep the
Registration Statement effective until all warrants have been exercised or the
Expiration Date, whichever occurs first. In the event that the Registration
Statement is not declared effective by the SEC for any reason, including
withdrawal of the Registration Statement by the Company, the Company agrees to
include these shares in the next Registration Statement filed by the Company.
2 of 5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and by its Secretary.
Dated: February _____ , 2001
Odyssey Marine Exploration, Inc.
_______________________________ _______________________________
David A. Morris, Secretary John C. Morris, President
3 of 5
<PAGE>
Odyssey Marine Exploration, INC.
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
-------------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be executed by the Registered Holder if he
desires to assign Warrants evidenced by the
within Warrant Certificate)
FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto ______________________________ Warrants, evidenced by the
within Warrant Certificate, and does hereby irrevocably constitute and appoint
______________________ ______________ Attorney to transfer the said Warrants
evidenced by the within Warrant Certificate on the books of the Company, with
full power of substitution.
Dated: ______________________ ______________________________
Signature
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed: __________________________________________
4 of 5
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder if he desires to exercise
Warrants evidenced by the within Warrant Certificate)
To Odyssey Marine Exploration, Inc.:
The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, ________________ full shares of Common Stock issuable upon exercise
of said Warrants and delivery of $____________ and any applicable taxes.
The undersigned requests that certificates for such shares be issued
in the name of:
(Please print name and address):
______________________________________________________________
_______________________________________________________________
________________________________ _______________________________
(Social Security or Tax ID #)
If said number of Warrants shall not be all the Warrants evidenced by the within
Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to:
_____________________________________________________________
_____________________________________________________________
(Please print name and address)
Dated: ____________________ Signature: ________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by
any other person the Form of Assignment hereon must be duly executed
and if the certificate representing the shares or any Warrant
Certificate representing Warrants not exercised is to be registered in
a name other than that in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.
Signature Guaranteed: __________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
5 of 5