Item 1.01. Entry Into a Material Definitive Agreement.

As previously reported, as of January 31, 2020, Odyssey Marine Exploration, Inc. ("Odyssey"), Exploraciones Oceánicas S. de R.L. de C.V., a Mexican company ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an Amended and Second Restated International Claims Enforcement Agreement (the "Original Agreement"), pursuant to which the Funder agreed to provide and has provided financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement ("NAFTA") for violations of the Claimholder's rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the "Project"), Odyssey Marine Exploration, Inc. on its own behalf and on behalf of Exploraciones Oceánicas S. de R.L. de C.V. and United Mexican States (the "Subject Claim"). Pursuant to the Original Agreement, the Funder agreed to pay for the purpose of funding specified fees and expenses regarding the Subject Claim (the "Claims Payments") incrementally and at the Funder's sole discretion.

On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the "Second Restated Agreement") relating to the Subject Claim. Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $20,000,000 (the "Maximum Investment Amount"). The Maximum Investment Amount has been or will be made available to the Claimholder as set forth below:

(a) a first phase, in which the Funder made Claims Payments in an aggregate amount of $1,500,000 for the payment of antecedent and ongoing costs ("Phase I Investment Amount");

(b) a second phase, in which the Funder made Claims Payments in an aggregate amount of $6,300,000 for the purposes of pursuing the Subject Claim to a final award ("Phase II Investment Amount");

(c) separate and apart from Phase I Investment Amount and Phase II Investment Amount, the Claimholder had the option to request up to US $2,200,000 ("Arbitration Support Amount") for the purpose of paying the Claimholder's litigation support costs in connection with the Subject Claim ("Arbitration Support Funds"); and

(d) a third phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $10,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase III Investment Amount").

As of the effective date of the Second Restated Agreement, each of the Phase I Investment Amount, the Phase II Investment Amount, and the Arbitration Support Amount has been funded in full. The Phase III Investment Amount is a new feature not included in the Original Agreement. As of the effective date of the Second Restated Agreement, the Funder has retained closing fees in an aggregate amount equal to $560,000 from the Phase I Investment Amount, the Phase II Investment Amount, the Arbitration Support Amount, and the Phase III Investment Amount to pay third parties in connection with due diligence and other administrative and transaction costs incurred by the Funder prior to and in furtherance of execution of the Second Restated Agreement. The retained closing fees are included in the amounts stated as funded above.

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The Second Restated Agreement provides that if the Claimholder ceases the Subject Claim for any reason other than (a) a full and final arbitral award against the Claimholder or (b) a full and final monetary settlement of the claims, all Claims Payments shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized IRR of 50.0% retroactive to the date each funding request was paid by the Funder (the "Conversion Amount"). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within 24 months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an annualized IRR of 100.0%, retroactive to the date of each funding request. The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligations to pay the Conversion Amount to the Funder.

The Second Restated Agreement further provides that, upon receipt of proceeds resulting from the Subject Claim ("Proceeds"), on each distribution date, distributions of the Proceeds shall be made to the Claimholder and the Funder as follows:

(a) first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I, Phase II, as Arbitration Support Funds, and Phase III;

(b) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of Phase II Investment Amount funded by the Funder; plus an additional 300% of Arbitration Support Amount funded by the Funder;

(c) third, 100% to the Funder until the cumulative amount distributed to the Funder equals an additional amount equal to the product that results from multiplying (i) a fraction, the denominator of which is 10,000 and the numerator of which is the amount equal to the total Claims Payments paid by the Funder under Phase I, Phase II, the Arbitration Support Funds, and Phase III, times (ii) 0.0001, times (iii) the amount determined by subtracting the amount distributed to the Funder pursuant to subparagraphs (a) and (b) above from the aggregate amount of Claimholder Proceeds; and

(d) thereafter, 100% to the Claimholder.

In consideration of the Funder's willingness to make available the Phase III Investment Amount, the Claimholder granted the Funder and its affiliates a right of first refusal entitling the Funder or its affiliates to repay all or any portion of the Claimholder's outstanding indebtedness for borrowed money.

Except as described above, the terms of the Second Restated Agreement are otherwise identical in all material respects to the terms of the Original Agreement.

The Restated Agreement also includes representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions customary for comparable arrangements. The foregoing description of the Restated Agreement is a summary and does not purport to be a complete description of all the terms of the Restated Agreement and is qualified in its entirety by reference to the Restated Agreement, a copy of which is attached hereto as Exhibit 10.1.

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Item 9.01. Financial Statements and Exhibits.






  (a) Financial Statements of Businesses Acquired.


Not applicable.



  (b) Pro Forma Financial Information.


Not applicable.



  (c) Shell Company Transactions.


Not applicable.



  (d) Exhibits.




        10.1   Second Amended and Restated International Claims Enforcement
             Agreement, dated as of December 12, 2020 by and between Poplar Falls
             LLC, Odyssey Marine Exploration, Inc., and Exploraciones Oceánicas S.
             de R.L. de C.V.,

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