I.

Allseas Deepsea Marine Contractors [***] (“Allseas”);

II.

TMC The Metals Company Inc. of 1111 West Hastings Street, 15th Floor, Vancouver BC V6E 2J3 Canada (“TMC”),

A.

Following the Strategic Alliance Agreement between DeepGreen Metals Inc (now TMC) and Allseas Group S.A. dated 29 March 2019, its appendices and its subsequent amendments (the “SAA”) and the Pilot Mining Test Agreement dated 8 July 2019 and its subsequent amendments, the Parties have agreed to further their co-operation by entering into this Contract for the design, development, build, testing and commissioning of a production system for the collection and transport of Nodules in the License Area as further detailed and described in this Contract (the “Work”).

B.

The Work shall be split into “Development Work” and “Commercial Production” (further defined in Annexure 1 below), both to be executed under this single Contract.

C.

The Parties agree that any principles of the SAA that remain relevant have been incorporated in this Contract, and that the SAA is therefore rendered obsolete. The Parties further acknowledge their intention to continue to collaborate in a strategic partnership in relation to the Project, while this Contract governs the specific rights and obligations in respect of the Work.

D.

TMC’s Affiliate The Metals Company USA LLC. (defined herein as the “Permit Holder”) has applied to NOAA for a Commercial Recovery Permit under DHSMRA, to enable commercial recovery of Nodules from the License Area. TMC will develop the required infrastructure and equipment to enable commercial recovery of Nodules.

E.

Under this Contract TMC is engaging Allseas to do all things necessary to develop the first Production System for 3.0MTPA of production capacity – including but not limited to the Production Vessel, collectors, and provision of all ancillary equipment and services necessary to commercially produce Nodules at the required rates, including establishment and operation of shorebases, charter and operation of supply vessels, supply of all crews, management of all crew-changes, emergency response processes, victualling, bunkering and all other things legally and practically required to undertake the Commercial Production in the License Area.

F.

This Contract sets out the rights and obligations of the Parties with respect to the Work. Part 1 sets out the conditions that apply to all of the Work. Part 2 sets out the conditions that apply to the Development Work but not to the Commercial Production. Part 3 sets out the conditions that apply to the Commercial Production but not to the Development Work.

G.

While this Contract is initially for development of the first production system (comprising the first Production Vessel (the Hidden Gem) and the Collection System with nominal capacity to collect and produce 3.0MTPA of Nodules, and associated storage, transfer and transport capacity to transport produced Nodules to TMC’s nominated port), the Parties intend that this Contract also forms the foundation for future scaling up and continuation of production, to an ultimate greater production capacity, as per the Life-of-Mine Plan, subject to the terms of this Contract and any future written agreement between the Parties.

H.

The Parties have agreed an initial five (5) year period for Commercial Production to be undertaken on the basis of the commercial structure set forth in this Contract to enable the Nodule recovery process to be proven, and for reimbursement of Deferred CAPEX in development of the Production System. The Parties’ mutual intent is that the production of Nodules will continue as per the Life-of-Mine Plan. Beyond the Initial Term a revised commercial basis shall be agreed, whereby Allseas’ production costs are covered and margins and profits from offshore Nodule collection and transportation shall be mutually agreed.

Article 1

DEFINITIONS AND INTERPRETATION

1.1

In this Contract and in the Schedules forming part of the Contract, the capitalised terms shall have the meaning ascribed to them in Annexure 1 – DEFINITIONS.

1.2

For purposes of this Contract, any reference to a Party shall be deemed to include such Party’s permitted assigns, successors, and legal representatives.

1.3

All instructions, notices, agreements, authorisations, approvals and acknowledgements shall be in writing. All such documentation together with all correspondence and other documents shall be in the English language.

1.4

Any reference to statute, statutory provision or statutory instrument shall include any re-enactment or amendment thereof for the time being in force.

1.5

Unless the context otherwise requires, words importing the singular shall include the plural, and words importing the masculine gender shall include the feminine and neuter genders, and vice versa.

1.6

The headings in this Contract have been included solely for ease of reference and shall not be considered in the interpretation or construction of this Contract.

1.7

No rule of construction shall apply to the disadvantage of a party on the basis that such party was responsible for the preparation of this Contract or any part of it.

a)

The Parties acknowledge and agree that, unless expressly stated otherwise in this Contract, any right, benefit entitlement, protection, limitation of liability, exclusion, defence, indemnity, obligation or liability arising under or in connection with this Contract, each insofar as it applies to TMC (each a “Relevant Provision”) shall be deemed to be granted to, and binding upon TMC and the Permit Holder as if the Permit Holder were a party to this Contract.

Article 2

PURPOSE AND SCOPE

2.1

This Contract governs all of the Work, including:

(vii)

Fabrication, construction, installation, assembly, commissioning, testing;

(viii)

Maintaining the Production Vessel in a care and maintenance state prior to the commencement of modifications of it;

b)

The Commercial Production, comprising:

(i)

Operation of the Production Vessel, the Collection System, Additional Vessel, and all other infrastructure required to recover Nodules from the seabed, lift to surface, partial de-watering, offloading and transporting of the Nodules;

(iv)

Supply of fuel, victualling and the like;

(v)

Recruitment, provision and management of all crews and crew changes and all associated employment-related services; and

(vi)

Provision of operational Allseas’ staff,

2.5

In the event TMC elects to pursue the scaling of nodule production through the deployment of an additional Production Vessel and Collection System in support of the Life-of-Mine Plan, TMC shall first invite Allseas to undertake such scope. Accordingly, where TMC wishes to scale up production:

Article 3

CONTRACT DURATION

3.1

The Contract commences on the Effective Date and shall continue in full force and effect for a period of five (5) years after the commencement of Commercial Production, unless earlier terminated in accordance with the provisions of this Contract (the “Initial Term”).

3.2

Upon execution of the Contract, TMC will be deemed to have approved the First Development Package, provided that:

a)

Allseas must submit a detailed WP&B proposal for WP&B for the scope of work defined as DP1 and DP2 in Section 9.2.1 of Schedule 1 - Scope of Work, compliant with the requirements set forth in Schedule 1 – Scope of Work, within thirty (30) days of execution of this Contract; and

b)

Allseas may not spend/commit more on execution of the scope of work ascribed to DP1 and DP2 than the amount set forth in the approved Allseas’ estimate as per the WP&B approval process detailed in Section 2.4.6.2 of Schedule 2 – Terms of Compensation.

3.3

Subject to Article 41.2, the Development Work shall be deemed completed upon issuance of the Certificate of Completion and commencement of Commercial Production, in accordance with the requirements set forth in Articles 40 and 41 of this Contract.

3.4

Thereafter, the Commercial Production shall continue for the duration specified in Article 3.1.

3.5

Upon expiration of the Initial Term, this Contract shall continue for successive periods of up to five (5) years (each an “Extension Term”) subject to the following principles:

a)

The Parties shall negotiate in good faith and in the spirit of the SAA the commercial terms for the Commercial Production in any Extension Term, having regard to the principle that TMC will pay Allseas the actual cost of collecting and transporting Nodules, and that Allseas and TMC will negotiate in good faith margin and profit of Commercial Production in any Extension Term.

b)

The Parties shall initiate discussions regarding such extension no later than one (1) year prior to the expiration of the Initial Term (or the then-current Extension Term).

c)

If the Parties have not agreed revised commercial terms for the applicable Extension Term prior to the expiration of the Initial Term (or then-current Extension Term), Commercial Production shall continue without interruption on no less favourable terms for Allseas as of this Contract until such time as revised commercial terms are agreed in writing between the Parties. Notwithstanding the foregoing, if continuation of Commercial Production on such terms would result in a material and sustained economic loss to a Party, such Party may issue a notice to the other Party in accordance with Article 24.4, following which the Steering Committee shall convene and the provisions of Article 24 (including the process applicable where the (commercial) viability of the Project is materially affected) shall apply mutatis mutandis.

Article 4

BASIS OF AGREEMENT

4.1

This Contract comprises of:

a)

Part 1 (General Conditions)

b)

Part 2 (Development Work)

c)

Part 3 (Commercial Production)

d)

Annexure 1 to the Contract

e)

Schedules to the Contract:

(i)

Schedule 1 – Scope of Work

(ii)

Schedule 2 – Terms of Compensation

(iii)

Schedule 3 – Schedule of Key Dates

(iv)

Schedule 4 – Administrative Requirements

(v)

Schedule 5 – Quality Assurances, Quality Control, Health, Safety, Environmental and Security Requirements;

(vi)

Schedule 6 – Attachments

4.2

In the event of any inconsistency, conflict or ambiguity between the provisions of the documents forming the Contract, the following order of precedence shall apply with the document listed first taking highest priority.

a)

Part 2 and 3 - Special Conditions;

b)

Part 1 – General Conditions;

c)

Schedule 1 - Scope of Work;

d)

Schedule 2 - Terms of Compensation;

e)

Schedule 3 – Schedule of Key Dates; and

f)

the remainder of the Schedules in the order in which they appear.

Article 5

TMC AND ALLSEAS REPRESENTATIVES

5.1

The TMC Representative is [***] Project Director, [***]

5.2

The Allseas Representative is [***] Proposal Manager, [***]

5.3

Such representatives, or delegates appointed in accordance with the provisions of this Article 5, shall be readily available to enable both TMC and Allseas to discharge their obligations under the Contract.

5.4

The TMC Representative and any person authorised by him shall have access at all reasonable times to the Worksite and Allseas shall afford every facility for and every assistance in obtaining the right of access.

5.5

Allseas shall maintain at the Worksite a complete set of all relevant Technical Information together with all relevant documents and drawings provided by Allseas for the purposes of the Work. Such information shall be made available to the TMC Representative or any other person authorised by him at all reasonable times.

5.6

Each Party’s Representative has the authority to commit that Party in all matters under the Contract, subject to any delegation of such authority notified in writing to the other Party. The Representative shall be responsible for issuing to and receiving from the other Party all notices, information, instructions and decisions.

5.7

Each Party’s Representative may, by written notice to the other Party, delegate any of his authority to any nominated deputy, subject to the prior written approval of the other Party,

5.8

Each Party may change its Representative at any time by notifying the other Party in writing of such change.

5.9

Except as expressly stated in the Contract, neither Party’s Representative shall have the power to amend the Contract or to relieve the other Party from any of its obligations under the Contract.

Article 6

ALLSEAS’ AND TMC’S GENERAL OBLIGATIONS

6.1

Allseas shall provide all management, supervision, personnel, materials and equipment, plant, consumables, facilities and all other things whether of a temporary or permanent nature reasonably required to complete the Work in accordance with Schedule 1 – Scope of Work and shall carry out all of its obligations under the Contract and shall execute the Work with all due care and diligence and with the skill to be expected of a reputable contractor experienced in the types of work to be carried out under the Contract.

6.2

Except to the extent that it may be legally or physically impossible or creates a hazard to safety Allseas shall comply with TMC’s instructions and directions on all matters relating to the Work.

6.3

Materials and equipment or parts thereof provided by Allseas shall be new or certified and of good quality.

6.4

All personnel employed on the Work shall, for the work which they are required to perform, be competent, properly qualified, skilled and experienced in accordance with good industry practice. Allseas shall verify all relevant qualifications of such personnel.

6.5

Allseas shall ensure that supervisory personnel of Allseas and Subcontractors shall read, write and speak fluent English.

6.6

Allseas shall make its own arrangements for the engagement of personnel, local or otherwise, and for their payment and onshore transport, housing, maintenance and board and lodging.

6.7

Allseas shall ensure that all of its employees and any Subcontractor engaged in the performance of the Work comply with applicable laws, rules and regulations including without limitation immigration laws and where required are in possession of a valid work permit for the duration of the Contract. When requested details of such work permits shall be submitted to TMC prior to the employee being engaged in the Work, subject always to applicable privacy laws.

6.8

TMC shall provide the services as specified in Schedule 1 – Scope of Work as services to be provided by TMC. Dates of delivery and methods of delivery shall be as specified in that Schedule.

6.9

TMC shall procure that the Permit Holder uses reasonable endeavours to obtain the Commercial Recovery Permit at its own cost and using reasonable efforts to secure the Commercial Recovery Permit in a timely manner. Upon receipt, TMC shall promptly obtain a copy of the Commercial Recovery Permit from the Permit Holder and provide same to Allseas.

Article 7

ALLSEAS PROVIDED INFORMATION

7.1

Where Allseas is required to produce sketches, drawings, calculations, reports, recommendations and the like, or the preparation of such is necessary for the proper carrying out and completion of the Work, Allseas shall submit all such documents to TMC in accordance with Schedule 4 – Administrative Requirements, for review and comment, approval or for information, as applicable. TMC shall be afforded the time specified in the Contract (or if no time is specified a reasonable time and at least 10 (ten) working days) to carry out such review so that progress of the Work is not delayed.

Article 8

ALLSEAS TO INFORM TMC / TMC TO INFORM ALLSEAS

8.1

TMC shall permit Allseas (or its authorised designee) access to raw survey data, geophysical logs, multibeam and AUV data underlying the Base Data upon reasonable notice and subject to confidentiality restrictions, for the sole purpose of validating the data provided.

8.2

Allseas shall notify TMC without delay of all things which in the opinion of Allseas appear to be deficiencies, omissions, contradictions or ambiguities in the Contract or in any Base Data or Rely-Upon Information, or conflicts with Law. TMC shall review these items and issue within twenty-four (24) hours, or such longer period as may be agreed between the Parties, the necessary instructions. Allseas shall not proceed with any part of the Work affected before TMC issues the instructions, unless safety requires otherwise. TMC shall issue a Variation in accordance with Article 11 and Article 38 or Article 43 (as applicable) for any delay suffered by Allseas in the Development Work, or any impact suffered by Allseas on its ability to meet a Production Target, as a result of TMC’s instruction.

8.3

TMC shall without delay provide to Allseas all information reasonably required of TMC in order for Allseas to properly perform the Work in accordance with the Contract, including but not limited to Rely Upon Information, prior to commencement of the Development Work (provided it is available, or otherwise promptly as it becomes available). Where revisions of documents and/or information and approvals are required or requested from TMC, TMC shall perform such revisions and provide such approvals expeditiously and in a timely manner so as not to delay nor prejudice Allseas nor cause Allseas additional cost as a consequence of such delay.

Article 9

SUBCONTRACTING

9.1

Allseas shall not subcontract the whole of the Work.

9.2

Allseas shall not subcontract any major part of the Work where it concerns the Commercial Production without the prior approval of TMC which approval shall not unreasonably be withheld or delayed. For the purposes of this Article 9.2 a major part of the Work shall mean core or material obligations accepted by Allseas under this Contract and shall also mean any subcontract scope with a value of greater than [***] on an annual basis.

9.3

No Subcontract shall bind or purport to bind TMC or the Co-venturers. Nevertheless, Allseas shall ensure that any Subcontractor shall be bound by and observe the provisions of the Contract insofar as they apply to the Subcontract.

9.4

Allseas shall be responsible for all work, acts, omissions and defaults of any Subcontractor as fully as if they were work, acts, omissions or defaults of Allseas.

Article 10

ASSIGNMENT & NOVATION

10.1

Each Party may assign the Contract or any part of it or any benefit or interest in or under it to any Affiliate or to any other third party, and, where it concerns TMC, to a Co-venturer,

10.2

The assigning Party undertakes that, in the event of any assignment described above, it will execute without delay a formal assignment of interest in the Contract to the relevant party, to be effective upon the written assumption by the assignee of all obligations of the assigning Party under the Contract.

10.3

Allseas may novate its rights and obligations under this Agreement to any other entity belonging to the Allseas group of companies. A novation shall only become effective by a written agreement executed by all Parties, and upon such execution the original Party shall be released from its obligations under this Agreement, with the new Party assuming those obligations as if it were an original signatory.

Article 11

VARIATIONS

11.1

Where TMC directs, or the Parties agree, that any of the Work is to be varied, Allseas shall prepare a proposed revision to the applicable WP&B and submit it for TMC consideration in accordance with Article 11.6 below.

11.2

Where revisions so proposed to an approved WP&B are approved by TMC in accordance with the Contract, Allseas shall carry out the Work in accordance with the revised WP&B.

11.3

If Allseas considers that an occurrence has taken place for which it is entitled to receive a Variation, Allseas, before proceeding with any work affected by such occurrence, shall submit a revised WP&B and request in writing that TMC approve the revisions to the WP&B. Any such request shall include details of the occurrence including any relevant dates and the Article(s) of the Contract under which Allseas considers itself to be entitled to revise the approved WP&B. Such occurrences shall include but not be limited to the following:

a)

an instruction from TMC, whether contained in drawings or specifications issued by TMC or not, which in the opinion of Allseas constitutes a revision to the Work;

b)

matters arising under any Article of the Contract in respect of which it is specifically stated that a Variation will be authorised by TMC.

11.4

TMC shall within a reasonable time of having received a revised WP&B from Allseas, give notice to Allseas stating:

a)

that the proposed revisions to the WP&B (or part thereof) are approved; and/or

b)

that what is requested or part thereof is included in the obligations undertaken by Allseas under the terms of the Contract and that the request is accordingly rejected; and/or

c)

that the request or part thereof is rejected for other stated reasons.

11.5

Within twenty-one (21) days of a request from TMC or of the event giving rise to Allseas’ contention that should be entitled to revise an approved WP&B, or such longer time as TMC shall agree where reasonable for any specific Variation, Allseas shall submit to TMC full details of the proposed adjustments to the approved W&PB. Such estimates shall include:

a)

description of the work to be varied under the Variation;

b)

a detailed schedule for the execution of the Variation showing the resources to be employed;

c)

the estimated costs;

d)

the effect (if any) on the Programme (if applicable); and

e)

any impacts on the applicable Annual Production Target (with respect to Commercial Production).

11.6

TMC and Allseas shall mutually agree the effects of Variations in accordance with the following principles:

a)

For the avoidance of doubt, Allseas shall have no entitlement to loss of profit, contribution to overheads or loss of opportunity in respect of any deductive Variation;

b)

With respect to Development Work, where work is of a similar nature and carried out under similar conditions to work priced in the Contract, it shall be estimated at the appropriate rates and prices included in the Contract (where applicable);

c)

With respect to Commercial Production, where work relies on personnel, plant or equipment for which rates are provided in the contract it shall be estimated at the appropriate rates and prices included in the Contract (where applicable);

d)

Where work is not of a similar nature or is not carried out under similar conditions to work priced in the Contract, then it shall be at estimated cost.

Article 12

FORCE MAJEURE

12.1

Neither TMC nor Allseas shall be responsible for any failure to fulfil any term or condition of the Contract if and to the extent that fulfilment has been delayed or temporarily prevented by a Force Majeure Event which has been notified in accordance with this Article 12 and which is beyond the control and without the fault or negligence of the party affected and which and to the extent, by the exercise of reasonable diligence, the said party is unable to mitigate.

12.2

For the purposes of this Contract only the following occurrences shall be Force Majeure Events:

a)

war, insurrection, civil strife, community action, civil commotion, political and terrorists’ activity, piracy, ambush, sabotage, kidnap or indigenous action or threat of any of the foregoing;

b)

ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof;

c)

pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds;

d)

earthquake, flood, fire, explosion and/or other natural physical disaster, including named storms, tropical cyclones, hurricanes and typhoons but excluding sea-states and excluding all other weather conditions, regardless of severity; and

e)

maritime or aviation disasters.

12.3

For the avoidance of doubt, any disruption, delay, or impossibility of continuing the Work arising from or in connection with (environmental) protestors/activists shall not constitute a Force Majeure Event. In such circumstances, the Parties shall promptly consult in good faith and mutually agree on the appropriate measures to address the situation. The agreed consequences shall be reflected as appropriate in accordance with Article 11.

12.4

When a Force Majeure Event occurs, the Party that is or may be delayed in performing the Contract shall notify the other Party without delay giving the full particulars thereof and shall use all reasonable endeavours to remedy the situation and to mitigate the effects of the Force Majeure Event on the Work, without delay.

12.5

Following notification of a Force Majeure Event in accordance with Article 12.4 above, TMC and Allseas shall meet without delay with a view to agreeing a mutually acceptable course of action to minimise any effects of such occurrence and shall thereafter meet at not more than seven (7) day intervals.

12.6

In the event that a Force Majeure Event prevents either Party from performing its obligations under this Contract for a continuous period exceeding 6 (six) months, the non-affected Party shall have the right, upon written notice to the affected Party, to terminate this Contract without liability, without prejudice to any obligations, rights or remedies accrued prior to the commencement of the Force Majeure Event. Any payments due and outstanding at the date of termination shall remain payable, and termination under this Article shall be in accordance with Article 24.

Article 13

SUSPENSION

13.1

TMC shall have the right, by notice to Allseas, to suspend the Development Work or the Commercial Production or any part thereof to the extent detailed in the notice for any of the reasons listed in Articles 13.2 and 13.3.

13.2

For Development Work, in the event of:

a)

suspensions or delays in issuance of permits (including the Commercial Recovery Permit); or

b)

a change in permitting conditions by authorities giving rise to a reasonable prospect that legal authority to commence Commercial Production will be delayed; or

c)

delays in, or inability to secure, financing or liquidity required to progress the Development Work, including any delay in advancement of funds by TMC’s financiers; or

d)

at the direction of TMC’s financiers; or

e)

for financing or liquidity-related reasons directly affecting TMC’s ability to fund or progress the Development Work.

13.3

Upon receipt of any such notice, Allseas shall, unless instructed otherwise:

a)

discontinue the Development Work or the part of the Development Work detailed in the notice, on the date and to the extent specified; and

b)

properly protect and secure the Development Work as required by TMC.

13.4

For Commercial Production:

a)

in the event of changes in conditions or directions imposed by the Regulatory Authority on the Commercial Recovery Permit or other relevant Project approvals; or

b)

in order for TMC or the Permit Holder to ensure, assure or verify compliance with Law or a condition imposed on the Commercial Recovery Permit or on any other applicable regulatory approval.

13.5

Allseas shall have the right, by notice to TMC, to suspend the Development Work or any part thereof to the extent detailed in the notice in the event that the Commercial Recovery Permit is not granted to the Permit Holder within three (3) months from the date Allseas has given notice to TMC, provided that such notice may not be issued before 1 July 2027. In the event of such a suspension, Article 13.3 shall apply.

13.6

In the event of any suspension, TMC and Allseas shall meet at not more than seven (7) day intervals with a view to agreeing a mutually acceptable course of action during the suspension.

13.7

If the period of any suspension exceeds sixty (60) days, provided that the Steering Committee has first met to discuss the appropriate course of action each Party may take, then Allseas may serve a notice on TMC requiring permission within fourteen (14) days from the receipt of such notice to proceed with the Development Work or Commercial Production or that part thereof subject to suspension. If within the said fourteen (14) days TMC does not grant such permission, Allseas by a further notice, may (but is not bound to) elect to treat the suspension as either:

a)

where it affects part only of the Development Work or the Commercial Production, an omission of such part under Article 11.4; or

b)

where it affects the whole of the Development Work or the Commercial Production, termination in accordance with Article 24.

13.8

Upon cessation of the period of suspension during the Development Work, Allseas shall prepare a revised Programme to include for rescheduling of the Development Work (if applicable). Allseas will be entitled to a Variation adjusting the Date for Completion as a result of the actual mitigated impact of the suspension on the Programme’s critical path.

Article 14

TERMS OF PAYMENT

14.1

This Article sets out the key terms of payment which are further detailed in Schedule 2 – Terms of Compensation.

14.2

In no event shall Allseas be entitled to any payment for any Work performed or any expenditure incurred where the work or expenditure in question has not been approved by TMC as part of an approved WP&B or Variation or as otherwise approved in accordance with the Contract.

14.3

No commitment, purchase order, contract, or other binding obligation of any nature shall be re-imbursed by TMC unless such commitment is within the scope, budget, and authority of an approved WP&B.

14.4

Approval of a WP&B authorises Allseas to enter into commitments only to the extent and for the purposes expressly contemplated in that approved WP&B.

14.5

Each WP&B shall be prepared strictly in accordance with, and must contain the information specified in Section 9 of Schedule 1 - Scope of Work.

14.6

TMC shall approve each WP&B that is consistent with the agreed Scope of Work and complies with the requirements of this Contract, provided that TMC may defer or withhold approval to the extent necessary if it does not have sufficient financing or liquidity to fund and progress the relevant Work.

14.7

Where a WP&B pertaining to Development Work cannot be approved by TMC for the reasons set out in Article 14.6 (within the Initial Term or any Extension Term), it shall be deemed a permissible suspension in accordance with Article 13.1 and the Parties shall comply with the provisions of Articles 13.6, 13.7 and 13.8 accordingly.

14.8

Allseas shall submit to TMC a payment claim by the 5^th business day of each month, for Work performed in the prior calendar month.

14.9

TMC shall, within 5 (five) business days of receipt of Allseas’ payment claim, assess the payment claim. TMC shall notify Allseas in writing of:

a)

the amounts TMC agrees are due taking into account the approved WP&B (“Approved Amounts”), and

b)

any amounts TMC disputes, together with an explanation of the basis for such dispute (“Disputed Amounts”).

14.10

Within 5 (five) business days of receipt of Allseas’ payment claim issued pursuant to Article 14.9 above, Allseas shall render TMC with an invoice for the payment claim.

14.11

TMC will pay the Approved Amounts within ten (10) business days of receipt of the invoice. The Disputed Amounts will become payable only after the dispute has been resolved. The Parties shall meet in good faith to resolve any Disputed Amounts as soon as reasonably practicable or escalate to the Steering Committee if no agreement is reached.

Article 15

TAXES AND TAX EXEMPTION CERTIFICATES

15.1

Allseas shall, in accordance with the provisions of Article 19, except as may be otherwise provided in the Contract, be responsible for:

a)

the payment of all taxes, imposed by any appropriate government authority, with respect to the wages, salaries, benefits or expenses and other remuneration paid directly or indirectly to persons employed by Allseas; and

b)

the payment of all corporation taxes with respect to income earned under this Contract imposed by any appropriate government authority, arising from this Contract; and

c)

if required by Law, establishment and registration in the country or countries (and any subdivision of) where any part of the Work under this Contract is to be performed and qualify as an organisation operating and doing business therein; and

d)

compliance with all statutory obligations to make deductions on account of and to remit the required amounts to any appropriate government authority, including, but not limited to corporate income tax, national insurance, employee taxes, charges, social security costs, levies and contributions paid to persons employed by Allseas, and the imposition of a similar obligation upon all Subcontractors or any other persons employed by them or providing services to them in connection with the Contract; and

e)

inserting in any Subcontract that Subcontractors or any other person employed by them or providing services on or in connection with the Contract shall comply with a like obligation to the obligations imposed on Allseas under this Article 15; and

15.2

If Allseas has a legal responsibility to collect any taxes directly from TMC for payment to any appropriate government authority, these shall be separately stated in the invoice and will be paid by TMC to Allseas. Absent such legal requirements, TMC shall fully reimburse Allseas for all such taxes incurred by Allseas or its Subcontractors.

15.3

TMC shall make payments to Allseas free of any deductions or withholding. TMC shall only withhold taxes from payments to Allseas imposed by the applicable laws, rules and regulations. If withholding taxes are applicable, TMC shall compensate Allseas and the Contract prices and rates shall be increased to such an extent that the net amount paid to Allseas after deduction of taxes equals the contractually agreed prices and rates.

15.4

To the extent that TMC is required by Law to withhold taxes from payments due to Allseas, TMC will within thirty (30) days of the date of receipt, forward to Allseas an official withholding tax receipt and/or other evidence of withholding and payment as imposed by the applicable laws, rules and regulations in the name of Allseas.

15.5

Allseas shall save, indemnify, defend and hold harmless TMC against all contributions and taxes of the type referred to in this Article and any interest or penalty thereon which may be assessed, by any appropriate government authority, on Allseas in connection with the Contract and from all costs reasonably incurred in connection therewith.

15.6

TMC shall save, indemnify, defend and hold harmless Allseas against all import duties, levies, charges, contributions and taxes of the type referred to in this Article and any interest or penalty thereon which may be assessed, by any appropriate government authority, on Allseas in connection with the Contract and from all costs incurred in connection therewith, other than those taxes and other matters referred to above which the provisions of this Article allow TMC to recover from Allseas.

15.7

Allseas’ prices are submitted exclusive of any indirect taxes, including but not limited to sales taxes, service taxes, customs duties, import/export fees and other similar taxes. Allseas may charge to TMC and is entitled to fully reimbursed by TMC any such indirect taxes as applicable in the manner which will not impact the compensation Allseas is entitled to receive under the Contract.

Article 16

CUSTOMS PROCEDURES

16.1

TMC and Allseas shall comply with any applicable trade embargo and export control laws, rules and regulations.

16.2

TMC shall be responsible for the importation of the Nodules into the jurisdiction where the Nodules are to be offloaded and for all customs duty, brokerage, quarantine and inspection requirements and all other things required by Law or by order of local law-enforcement, customs or government entities to enable the importation of the Nodules into the applicable jurisdiction.

16.3

Allseas shall be responsible for the importation of its equipment into the jurisdiction where any of the Work is to be performed and for all customs duty, brokerage, quarantine and inspection requirements and all other things required by Law or by order of local law-enforcement, customs or government entities to enable the importation of the Allseas equipment into the applicable jurisdiction.

16.4

TMC shall assist or procure that the Permit Holder assists Allseas to enable it to import and re-export the Production Vessel, Additional Vessel, any equipment or other items which are temporarily imported into any country for the performance of the Work to mitigate customs duties, VAT or other levies on such items. TMC shall make Allseas aware of all necessary procedures and provide instructions to enable Allseas to comply with the necessary regulations in the mitigation of customs duties, VAT and other taxes and fees under the temporary import regime, where appropriate, and shall ensure that any customs and tax exemptions, rulings or other arrangement it may have or any other exemptions are extended to Allseas where possible.

16.5

TMC (or the Permit Holder, as applicable) shall be responsible for payment of customs duties, VAT/GST, applicable port fees, surcharges, imposts and levies with respect to the importation of all materials, goods, tools, equipment, supplies required for the Work including, but not limited to any vessel(s), whether provided by TMC, Allseas or a third party, and the Nodules.

16.6

Each Party shall render all necessary assistance to the other Party with the importation of Nodules or any property of either Party into any applicable jurisdiction where necessary to facilitate and enable the performance of the Work and the offloading of Nodules.

Article 17

INTELLECTUAL PROPERTY

17.1

Each Party shall retain ownership of and all rights in their respective Background IP.

17.2

All Intellectual Property rights in the Adaptive Management System shall remain with TMC.

17.3

Where any potential patent or registrable right in any country in the world results from:

a)

developments by Allseas which are based wholly on data, equipment, processes, substances and the like in the possession of Allseas at the Effective Date or otherwise produced outside of the Contract; or

b)

enhancements of or in the existing Background IP of Allseas,

17.4

Where any potential patent or registrable right in any country in the world results from:

a)

developments by TMC which are based wholly on data, equipment, processes, substances and the like in the possession of TMC at the Effective Date or otherwise produced outside of the Contract; or

b)

enhancements of or in the existing Background IP of TMC,

17.5

Except as provided in the foregoing provisions of this Article 17, where any potential patent or registrable right in any country in the world arises out of the Work and is invented during the term of the Contract, all ownership of and rights in such Intellectual Property shall vest in Allseas.

17.6

In the event that the Contract is not extended beyond the Initial Term or any Extension Term for any reason, or if the Steering Committee determines at any given time that TMC and Allseas no longer desire to pursue the business of Nodule collection together, the following shall apply:

a)

To the extent TMC continues the business of Nodule collection without Allseas:

b)

To the extent Allseas continues the business of Nodule collection without TMC:

17.7

Allseas shall save, indemnify, defend and hold harmless TMC and the Permit Holder from all claims, losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature for, or arising out of, any alleged infringement of any patent or proprietary or protected right arising out of or in connection with the performance of the obligations of Allseas under the Contract except where such infringement necessarily arises from the Technical Information and/or TMC’s instructions. However, Allseas shall use its reasonable endeavours to identify any infringement in the Technical Information and/or in TMC’s instructions of any patent or proprietary or protected right, and should Allseas become aware of any such infringement or possible infringement then Allseas shall inform TMC immediately.

17.8

TMC shall save, indemnify, defend and hold harmless Allseas from all claims, losses, damages, costs (including legal costs), expenses and liabilities of every kind and nature for, or arising out of, any alleged infringement of any patent or proprietary or protected right arising out of or in connection with the performance of the obligations of TMC under the Contract or the use by Allseas of Technical Information or materials or equipment supplied by TMC.

Article 18

CHANGE IN LAW

18.1

In the event that any Change in Law occurs after the Effective Date of this Contract, and such change materially affects the rights, obligations, or performance of either Party under this Contract, the affected Party shall promptly notify the other Party. The Parties shall in good faith negotiate appropriate adjustments to the terms of this Contract to reflect the impact of such change, including any necessary modifications to scope, timelines, or costs.

18.2

If this Contract is assigned or novated by Allseas to a permitted successor or assignee, any change in law, regulation, or governmental requirement that materially affects such successor or assignee shall be treated as a Change in Law under this Contract, and the Parties shall cooperate to implement reasonable adjustments to ensure continued compliance and performance.

Article 19

LAWS AND REGULATIONS

19.1

Allseas shall comply with all Laws in the performance of the Work.

19.2

Allseas shall obtain all Regulatory Approvals for its performance of the Work, and which relate to Allseas’ plant, equipment, personnel, and Allseas’ operations in conducting the Commercial Production Work as specified in Schedule 1 - Scope of Work. TMC shall provide the relevant letters of invitation when necessary.

19.3

TMC shall obtain, or procure that the Permit Holder obtains, all Regulatory Approvals, which pertain to the Nodules, the recovery of the Nodules, and the transport, importation and processing of Nodules, by Law or contract, which may be obtained by TMC or the Permit Holder (except as otherwise provided in Article 19.2 above), and which are necessary for Allseas to conduct the Work.

Article 20

INDEMNITIES

20.1

For the purpose of this Article 20 and Article 28, Allseas Group shall mean Allseas, its Subcontractors, its agents and employees of any of the foregoing and TMC Group shall mean TMC and the Permit Holder, their Co-venturers, other contractors, subcontractors and agents, and employees of any of the foregoing.

20.2

Allseas shall be responsible for and shall save, indemnify, defend and hold harmless TMC Group from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:

a)

loss of or damage to property of Allseas Group whether owned, hired, leased or otherwise provided by Allseas Group arising from, relating to or in connection with the performance or non-performance of the Contract; and

b)

personal injury including death or disease to any person employed by Allseas Group arising from, relating to or in connection with the performance or non-performance of the Contract; and

c)

subject to any other express provisions of the Contract, personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of Allseas Group. For the purposes of this Article 20.2(c) “third party” excludes the Co-ventures of TMC and Affiliates of Allseas and TMC.

20.3

TMC shall be responsible for and shall save, indemnify, defend and hold harmless Allseas Group from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:

a)

loss of or damage to property of TMC Group whether owned, hired, leased or otherwise provided by TMC Group arising from, relating to or in connection with the performance or non-performance of the Contract. For the purpose of this Article 20.3, property of TMC shall include the Nodules;

b)

personal injury including death or disease to any person employed by TMC Group arising from, relating to or in connection with the performance or non-performance of the Contract;

c)

subject to any other express provisions of the Contract, personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of TMC Group. For the purposes of this Article 20.3(c) “third party” excludes the Co-ventures of TMC and Affiliates of Allseas and TMC; and

20.4

Except as provided by Article 20.2(a), Article 20.2(b) and Article 20.5, TMC shall be responsible for and shall save, indemnify, defend and hold harmless Allseas Group from

20.5

Except as provided by Article 20.3(a) and Article 20.3(b) and Article 20.4, Allseas shall be responsible for and shall save, indemnify, defend and hold harmless TMC Group from and against any claim of whatsoever nature arising from pollution emanating from the property and equipment of Allseas Group (including but not limited to the Production Vessel) arising from, relating to or in connection with the performance or non-performance of the Contract.

20.6

Allseas shall be responsible for the recovery or removal and when appropriate the marking or lighting of any wreck or debris arising from or relating to the property, equipment, vessels or any part thereof provided by Allseas Group in relation to the Contract, when required by Law, or governmental authority, and shall, save, indemnify, defend and hold harmless TMC Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of such wreck or debris, whether or not the negligence or breach of duty (whether statutory or otherwise) of TMC Group caused or contributed to such wreck or debris.

20.7

TMC shall be responsible for and shall save, indemnify, defend and hold harmless Allseas Group in respect of all claims, liabilities, costs (including legal costs), damages or expenses arising out of the removal of wreck or debris of TMC Group property, whether or not the negligence or breach of duty (whether statutory or otherwise) of Allseas Group caused or contributed to such wreck or debris.

20.8

Except where expressly stated otherwise, all exclusions and indemnities given under this Article 20 shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of any claim in tort, under contract or otherwise at law.

20.9

If either Party becomes aware of any incident likely to give rise to a claim under the above indemnities, it shall notify the other Party and both Parties shall co-operate fully in investigating the incident.

20.10

Where applicable and if requested by Allseas in writing, TMC shall make available to Allseas details of its or the Permit Holder’s other contractors to be present in the License Area during the conduct of Commercial Production.

20.11

The indemnities given by the Parties under this Contract are in full and primary even if the indemnified parties are required to carry insurance.

Article 21

INSURANCES

21.1

Each Party shall arrange, and TMC shall procure that the Permit Holder shall arrange, as a minimum the insurances required by Law. All such insurances shall be placed with reputable and substantial insurers and shall for all insurances, other than Employers’ Liability Insurance/Workmen’s Compensation, to the extent of the liabilities assumed by the Parties under the Contract, include the other Party as additional insured. All insurances required under this Article 21 shall be endorsed to provide that underwriters waive any rights of recourse, including in particular subrogation rights against the other Party in relation to the Contract to the extent of the liabilities assumed by the insuring party under the Contract. The provisions of this Article 21 shall in no way limit the liability of either Party under the Contract.

21.2

The insurances to be effected under this Article shall be as follows (to the extent that they are relevant to the Work and the respective Party’s obligations under the Contract):

a)

Employers’ Liability and/or Worker’s Compensation insurance covering personal injury to or death of the employees of the Parties engaged in the performance of the Work to the minimum value required by any applicable legislation including extended cover (where required) for working offshore;

b)

General Third Party Liability insurance for any incident or series of incidents covering the operations of the Parties in the performance of the Contract, in an amount not less than [***]

c)

Marine Hull and Machinery insurance including war risk coverage and, to the extent not provided in (d) below, collision liability in respect of the Production Vessel in an amount not less than the value of the Production Vessel;

d)

Protection and Indemnity insurance including wreck and debris removal and oil pollution liability in respect of the Production Vessel.

Article 22

CONSEQUENTIAL LOSS

22.1

For the purposes of this Article 22 the expression “Consequential Loss” shall mean:

a)

consequential or indirect loss under the applicable law of the Contract; and

b)

loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any),

22.2

Notwithstanding any provision to the contrary elsewhere in the Contract and except any predetermined termination fees provided for in the Contract, TMC shall save, indemnify, defend and hold harmless Allseas from TMC’s own Consequential Loss and Allseas shall save, indemnify, defend and hold harmless TMC from Allseas’ own Consequential Loss, arising from, relating to or in connection with the performance or non-performance of the Contract.

Article 23

CONFIDENTIALITY

23.1

Neither Party shall at any time without the prior agreement of the other Party either:

a)

make any public statements, issue any releases or make any announcements concerning the subject matter of the Contract; or

b)

except as may be necessary to enable a Party to perform its obligations under the Contract, use, reproduce, copy, disclose to, place at the disposal of or use on behalf of any third party or enable any third party to use, peruse or copy any information including but not limited to drawings, data and computer software which:

(i)

is provided to a Party by or on behalf of the other Party in or in relation to the Contract; or

(ii)

vest in such Party in accordance with the Contract; or

(iii)

is prepared in connection with the Work.

23.2

The provisions of Article 23.1 shall not apply to information which:

a)

is part of the public domain; or

b)

was in the possession of the receiving Party prior to award of the Contract and which was not subject to any obligation of confidentiality owed to the other Party; or

c)

was received from a third party whose possession is lawful and who is under no obligation not to disclose; or

d)

Is required to be disclosed in order to comply with the requirements of any law, rule or regulation of any governmental or regulatory body having jurisdiction over the Work or one or both of the Parties, or of any relevant stock exchange.

23.3

It is furthermore agreed that TMC may make reference to this Contract to bona fide third-party potential investors in TMC who have signed confidentiality agreements with terms similar to those set forth in this Contract.

23.4

Allseas shall ensure that the provisions of this Article 23 are incorporated in any Subcontract and that its officers, employees and agents and those of the Subcontractors comply with the same.

23.5

Neither Party may, without the prior written consent of the other Party, issue any news release, advertisement or public communication in which any of the other Party, its affiliates or their activities or relationship with the Party are mentioned, except where the issuance of any news release or other public communication may be required by a Party in order to comply with Laws.

Article 24

TERMINATION

24.1

Both Parties shall have the right by giving notice to terminate all or any part of the Work or the Contract at such time or times as such Party may consider necessary for any or all of the following reasons:

a)

subject only to Article 24.2 in the event of any default on the part of the defaulting Party; or

b)

in the event of a Party becoming insolvent, or making a composition or arrangement with its creditors (except for the purposes of amalgamation or reconstruction), or receivership, insolvency or bankruptcy proceedings are commenced against such Party or any equivalent act or thing being done or suffered under any applicable law.

24.2

In the event of default on the part of a Party (“Defaulting Party”) and before the issue by the other Party (“Non-Defaulting Party”) of an order of termination of all or any part of the Work or the Contract, the Non-Defaulting Party shall give notice of default to the Defaulting Party giving the details of such default. If the Defaulting Party upon receipt of such notice does not commence and thereafter continuously proceed with action to remedy such default within thirty (30) days (or such longer period as is reasonably required or as the Parties may agree in writing, provided the Defaulting Party is diligently pursuing remedy), the Non-Defaulting Party may issue a notice of termination in accordance with the provisions of Article 24.1.

24.3

In the event of the Non-Defaulting Party giving the Defaulting Party notice of termination of all or any part of the Work or the Contract, such notice shall become effective on the date specified therein (or in the absence of any specified date at the date of receipt of the notice). If Allseas is the Defaulting Party, upon receipt of such notice Allseas shall immediately cease performance of the Work or such part thereof as may be specified in the notice.

24.4

In the event that:

a)

the Commercial Recovery Permit is withdrawn by NOAA;

b)

the Commercial Recovery Permit is issued by NOAA subject to conditions which materially affect the commercial or technical viability of the Project; or

c)

the requirements for the Production Vessel to obtain a US flag cannot reasonably be met,

24.5

In addition, Allseas shall be entitled to terminate this Contract with immediate effect, without liability, if (i) any activity anticipated under this Contract is determined to be unlawful or noncompliant with conditions imposed on any Regulatory Approval or a lawful direction given by any Regulatory Authority, or becomes unlawful or non-compliant due to a Change in Law, or is otherwise in contradiction with Laws; or (ii) a competent Court imposes a ban on such activity, or (iii) Allseas’ Board of Directors determines, acting reasonably, that the performance by Allseas of any part of the Work is likely to result in application of any Governmental Restriction to Allseas’ detriment. In such event, Allseas shall provide written notice of termination to TMC, and the Contract shall be deemed terminated as of the date of such notice and any such termination shall constitute an Inability to Perform Event for the purposes of Article 24.6.

24.6

Termination for Inability to Perform Event:

a)

Where the Contract is terminated, or the Work is suspended and not resumed, as a result of an Inability to Perform Event, Allseas shall take all actions necessary to effect an orderly transition of the Work.

b)

Without limitation, Allseas shall provide all reasonable assistance required to enable TMC or its nominee to continue the Work, including access to and use of all Work-related information, documentation, systems, personnel and know-how.

c)

In such circumstances, the Parties shall implement arrangements under which Allseas shall make available to TMC or its nominee, including by way of lease, charter or other contractual arrangement, the Production Vessel (Hidden Gem) and other project-specific assets necessary for the continuation of the Work, taking into account amounts funded by TMC in connection with the Development Work and the objective of preserving project value, and such arrangements shall ensure that TMC or its nominee is able to continue the Work without interruption on terms that are commercially reasonable and no less favourable, in aggregate, than those applicable immediately prior to termination or suspension. Any transfer of assets pursuant to this Article 24.6 shall be on the basis of their fair economic value, having regard to amounts funded by TMC in connection with the Development Work.

d)

To the extent necessary to enable TMC or its nominee to continue the Work, Allseas shall grant, or procure the grant of, a non-exclusive, transferable licence to use Allseas’ Intellectual Property, Technical Information and know-how used in or required for the Work, for the purpose of continuing the Work, including the operation, maintenance, repair, modification and replacement of the Production System and associated equipment, in consideration for which TMC will pay a technology license fee to be mutually agreed. To the extent the grant of such licence or payment of any Technology Licence Fee is not permitted under the Law, Regulatory Approvals or any Governmental Restriction, Allseas shall, and shall procure its

e)

The Parties shall act reasonably and in good faith in agreeing the terms of any such arrangements, provided that any disagreement on such terms shall not delay or prevent continued use of the Production Vessel by TMC or its nominee pending agreement, and Allseas shall continue to make the Production Vessel available on an uninterrupted basis until such terms are agreed.

f)

Where Allseas is subsequently able to resume performance of the Work, the Parties shall, acting reasonably and in good faith, agree arrangements to transfer back to Allseas any assets made available to TMC or its nominee pursuant to this Article 24.6, on the same fair economic value basis as applied at the time of transfer.

24.7

In the event of termination of all or any separable portion of the Work in accordance with this Article 24, Allseas shall be entitled to payment as set out in Schedule 2 – Terms of Compensation for the part of the Work performed in accordance with the Contract, the reasonable and proper direct costs unavoidably incurred in connection with such termination, and, to the extent applicable, compensation for demobilisation. For the avoidance of doubt, Allseas shall have no entitlement to loss of profit, contribution to overheads, loss of opportunity, or consequential damages arising out of such termination.

24.8

If TMC terminates the Contract under Article 24.1 b) due to an event of the any of the types contemplated in that Article occurring with respect to Allseas’ business, then any Nodules in the care, custody or control of Allseas at the time of termination remain the unencumbered property of TMC and TMC may take custody and control of any vessel, with the exception of the Production Vessel, in order to effect the transport of those Nodules to TMC’s selected offloading port and Allseas must do all things necessary including execution of documents and assistance with engagement of suitably qualified crews, captains and personnel, to enable TMC to effect the transport and discharge of those Nodules.

24.9

In the event of termination of the Contract, the provisions which by their nature are intended to survive termination – including, without limitation, those relating to confidentiality, intellectual property, liability, indemnification, governing law and dispute resolution – shall remain in full force and effect notwithstanding such termination.

Article 25

AUDIT AND STORAGE OF DOCUMENTS

25.1

During the course of the Work and for a period ending two (2) years after the expiry of the Contract, TMC shall have the right to audit at all reasonable times and, upon request, take copies of all of Allseas’ records (including data stored on computers), books, accounts, correspondence, memoranda, receipts, vouchers and other papers of every kind relating to;

a)

all invoiced charges made by Allseas on TMC; and

b)

any provision of this Contract under which Allseas has obligations the performance of which is capable of being verified by audit.

25.2

Without limiting the ambit of Article 25.1 above, TMC and the Permit Holder shall have the right to inspect and audit the Production System, its records, and offshore operations at

25.3

Allseas shall provide access, assistance, and data as are reasonably necessary to verify compliance with the Contract and the conditions of the Commercial Recovery Permit and any Regulatory Approvals.

25.4

Allseas shall co-operate fully with TMC and/or its representatives in the carrying out of any audit required by TMC. TMC will conduct any audit in a manner which will keep to a reasonable minimum any inconvenience to Allseas.

25.5

Allseas shall obtain equivalent rights of audit to those specified above from all Subcontractors and will cause such rights to extend to TMC.

25.6

TMC and Allseas shall keep all documents and data, including that which is stored on computers related to this Contract for a period of seven (7) years after the expiry of the Contract.

Article 26

LIENS

26.1

Allseas shall not be entitled to claim or register any lien against the Nodules which are in the possession of Allseas for all claims against TMC.

26.2

TMC shall not claim any lien or attachment to the Work or any property of Allseas (including the Production Vessel).

Article 27

BUSINESS ETHICS

27.1

Both Allseas and TMC shall uphold the highest standards of business ethics in the performance of the Contract. Honesty, fairness and integrity shall be paramount principles in the dealings between the Parties.

27.2

Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, the Contract, in any manner which conflicts with the interests of the other party.

27.3

Both Allseas and TMC agree that they will not, directly or indirectly, receive from, or give or offer to give to any contractors or suppliers or to government officials or any other persons anything of material value which would be regarded as an improper inducement to any party. Any breach of this obligation shall constitute a material breach of the Contract.

27.4

Allseas agrees and shall cause its employees, officers and directors to comply with the Insider Trading Policy of TMC, as included in Schedule 6 - Attachments.

Article 28

SANCTIONS AND ANTI-CORRUPTION

28.1

Neither TMC or Allseas nor any other member of its Group (to the best of its knowledge, after having made due and careful enquiry):

a)

is a Restricted Party;

b)

has violated any sanctions without the other Party already being aware of the violation at the date of this Agreement, or is violating any applicable Sanctions; and

c)

is directly or indirectly engaging in or has directly or indirectly engaged in any activity with a Restricted Party or in any other activity that may result in any person becoming a subject of Sanctions; or is subject to any claim, proceeding, formal investigation or formal notice with respect to Sanctions.

28.2

Each Party undertakes that neither it nor any member of its respective Group shall:

a)

request or execute any transaction or use any account to make funds available, to any person, directly or indirectly:

(i)

for the purpose of funding or supporting any trade, business or other activities of or with any Restricted Party; or

(ii)

in any manner that would reasonably be expected to result in any person being in breach of any Sanctions or becoming a Restricted Party;

b)

use any revenue or benefit derived from any activity or dealing with a Restricted Party or from any action which is in breach of any Sanctions;

c)

procure or permit that proceeds from any activity or dealing with a Restricted Party are credited to any bank account held by any member of the Group in its name or in the name of any other member of the Group;

d)

directly or indirectly engage in any activity, transaction or conduct that results or is reasonably likely to result in any party being in breach of any Sanctions or becoming a person subject to Sanctions; or

e)

directly or indirectly engage in any activity, transaction or conduct that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, in whole or in part, any Sanctions.

28.3

Each Party shall, to the extent permitted by law and promptly upon becoming aware of them, supply the other Party with full details of any claim, proceeding, formal notice, or formal investigation against it or any member of its respective Group in relation to Sanctions.

28.4

Each Party shall take all reasonable measures to ensure compliance with Sanctions, and shall endeavour that any member of its Group shall do the same.

28.5

In the event that either Party, or any member of its respective Group, becomes aware of any actual or potential Sanctions risk that may constitute a violation of applicable sanctions laws or regulations, including but not limited to those administered by any Sanction Authority, such Party shall notify the other Party without undue delay. This obligation includes, but is not limited to:

a)

Identification of any party involved in any project of its Group who is listed on a Sanctions List;

b)

Transactions or relationships that raise increased Sanctions concerns due to ownership, control, or geographic nexus;

c)

Identification of any party, entity, or jurisdiction involved in a transaction that is subject to Sanctions or export restrictions; and

d)

Cash management transactions involving goods, services, software, or technology subject to export controls, dual-use items, or similar restrictions.

28.6

Each of the following shall constitute an Event of Default by either Party, and shall entitle the other Party to immediately suspend performance and/or terminate the Contract without liability:

a)

Any representation given under Article 28.2 above by a Party or any member of its respective Group is, or proves to have been, incorrect, inaccurate, or misleading when made or repeated;

b)

Any failure by a Party or any member of its respective Group to comply with or perform any obligation under Article 28.3 above; or

c)

Any breach of the sanctions representations or undertakings, including where a Party or any member of its respective Group becomes a Restricted Party or engages in any activity that results in a breach of Sanctions.

28.7

Each Party represents and warrants that it, and each member of its respective Group, has conducted its business in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and ensure ongoing compliance with such laws.

Article 29

HSE

29.1

Allseas shall be responsible for the health safety and wellbeing of all of its personnel and shall ensure that the Worksite is managed in accordance with a written health and safety management plan that has been provided to TMC and that is consistent with and compliant with the requirements of Schedule 1 - Scope of Work and Schedule 5 - Quality Assurances, Quality Control, Health, Safety, Environmental and Security Requirements.

29.2

Allseas shall provide a safe system of work for TMC personnel who might visit or work within the Worksite and shall provide all required inductions, training, personal protective equipment and other training, information and equipment necessary to ensure the safety of TMC personnel accessing the Worksite.

29.3

Allseas shall take full responsibility for the adequacy, stability and safety of all its operations.

29.4

Allseas shall immediately notify TMC of any safety-related incident occurring in the conduct Work or at any Worksite and shall co-operate with TMC in providing an appropriate response to any emergency occurring at the Worksite and shall immediately take such action as may be necessary to protect life and make safe property where such is in imminent peril.

(a)

TMC shall promptly notify Allseas in writing upon becoming aware that a Change of Control has occurred or is reasonably likely to occur in respect of the Permit Holder.

(b)

The Permit Holder shall not cease to be Controlled by TMC without the prior written consent of Allseas (such consent not to be unreasonably withheld or delayed).

(c)

If the Permit Holder ceases to be Controlled by TMC without such consent, Allseas may, by written notice to TMC, elect (in its sole discretion) to require one or more of the following:

(i)

Step-In: that TMC (or a nominee acceptable to Allseas, acting reasonably) step in to perform, or procure the performance of, all or any part of the obligations of the Permit Holder under this Contract, with TMC remaining fully liable for such obligations; and/or

(ii)

Novation: that TMC procure that a replacement entity acceptable to Allseas (acting reasonably) enters into a novation agreement on terms reasonably required by

Article 30

GENERAL LEGAL PROVISIONS

30.1

None of the terms and conditions of the Contract shall be considered to be waived by either Party unless a waiver is given in writing by one Party to the other. No failure on the part of either party to enforce any of the terms and conditions of the Contract shall constitute a waiver of such terms.

30.2

Subject to the provisions of Articles 20 and 31, unless otherwise specifically stated in the Contract, both Parties shall retain all rights and remedies, both under the Contract and at law, which either may have against the other.

30.3

The rights, benefits and entitlements of a Party under this Contract shall inure to the benefit of that Party’s Affiliates.

30.4

Allseas shall act as an independent contractor with respect to the Work.

30.5

TMC enters into the Contract for itself and as agent for and on behalf of the other Co-Venturers. Without prejudice to the provisions of Article 34 and notwithstanding the above:

a)

Allseas agrees to look only to TMC for the due performance of the Contract and nothing contained in the Contract will impose any liability upon, or entitle Allseas to commence any proceedings against any Co-venturer other than TMC; and

b)

TMC is solely entitled to enforce the Contract on behalf of all Co-venturers as well as for itself. For that purpose TMC may commence proceedings in its own name to enforce all obligations and liabilities of Allseas and to make any claim which any Co-venturer may have against Allseas; and

c)

all losses, damages, costs (including legal costs) and expenses recoverable by TMC pursuant to the Contract shall include the losses, damages, costs (including legal costs) and expenses of TMC’s Co-venturers and its and their respective Affiliates except that such losses, damages, costs (including legal costs) and expenses shall be subject to the same limitations or exclusions of liability as are applicable to TMC or Allseas under the Contract.

d)

For the avoidance of doubt any and all limitations upon Allseas’ liability set out in the Contract shall represent the aggregate cumulative limitation of the liability of Allseas to TMC, its Co-venturers and its and their respective Affiliates.

30.6

All notices in respect of the Contract shall be given in writing and delivered by hand or by internationally recognised courier, or by email to the relevant address or email address specified in Article 30.8. Copies shall also be sent to any additional offices or email addresses that either Party may designate in writing from time to time.

30.7

Such notices shall be effective:

a)

if delivered by hand, at the time of delivery;

b)

if sent by internationally recognised courier, at the time and date recorded on the delivery receipt;

c)

if sent by email prior to 4:30pm (local time in place of receipt) on a business day, at the day it was sent, and otherwise on the next business day following the day it was sent.

30.8

If to Allseas:

30.9

If to TMC:

30.10

This Contract constitutes the entire agreement between the Parties in relation to its subject matter. The Parties agree that this Contract shall supersede all prior agreements, arrangements and understandings between the Parties and/or between the relevant Affiliates relating to such subject matter, other than the Exclusive Use Agreement, and the Parties shall do all things reasonably necessary and procure that their respective Affiliates do all things reasonably necessary to give effect to this provision. No amendments to the Contract shall be effective unless evidenced in writing and signed by the Parties to the Contract.

30.11

Both TMC and Allseas shall take all reasonable steps to mitigate any losses resulting from any breach of Contract by the other Party.

30.12

If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. TMC and Allseas agree to attempt to substitute, for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the greatest possible extent, the economic, legal and commercial objectives of the invalid or unenforceable provision.

Article 31

LIMITATION OF LIABILITIES

31.1

Subject to Allseas having used reasonable endeavours to execute the Work but notwithstanding any other provision of the Contract to the contrary, Allseas’ total cumulative overall liability to TMC in respect of the:

a)

Development Work relating to the first Production System shall be limited in aggregate to [***] of the value of the Development Work for the first Production System to be determined in accordance with Schedule 2 – Terms of Compensation;

b)

Development Work relating to any subsequent Production System shall be limited in aggregate to [***] of the value of the Development Work associated with that subsequent Production System (and not aggregated with the liability arising under paragraph 1 above relating to the first Production System); and

c)

Commercial Production shall be limited, in any Production Year, to an aggregate amount equal to [***] of the approved annual WP&B value for that Production Year (as adjusted to account for Variations and in accordance with Schedule 1 - Scope of Work).

31.2

The limitation of Allseas’ liability under Article 31.1 shall not apply to:

a)

any liabilities assumed by Allseas under Articles 15, 17, 21 and 22;

b)

any indemnity given by Allseas under Article 20;

c)

any liability arising from Allseas gross negligence or wilful misconduct;

d)

any amounts recovered by Allseas from third parties pursuant to Subcontracts for which Allseas must account to TMC; or

e)

amounts recovered from insurers or amounts that should have been recovered from insurers but for a breach of policy terms or failure by Allseas to place insurance as required by the Contract, for which Allseas must account to TMC.

31.3

Any exclusion or limitation of liability under the Contract shall exclude or limit such liability not only in contract but also in tort or otherwise at law, or any other legal proceeding.

Article 32

GOVERNING LAW AND RESOLUTION OF DISPUTES

32.1

This Contract and all questions arising in connection with it are governed by and will be construed in accordance with the laws in force in England and Wales excluding those conflict of law rules and choice of law principles which would deem otherwise. The ruling language of the Contract is English. The Parties agree that the Contract is not governed by the United Nations Convention on the International Sale of Goods.

32.2

Any dispute between TMC and Allseas in connection with or arising out of the Contract or the Work shall be resolved by means of the following procedure:

a)

the dispute shall initially be referred to the TMC Representative and the Allseas Representative who shall discuss the matter in dispute and make all reasonable efforts to reach an agreement; and

b)

if no agreement is reached under Article 32.2 a) within thirty (30) days, the dispute shall be referred to each member of the Steering Committee, as identified in Section 8.3 of Schedule 1 – Scope of Work.

32.3

If no agreement is reached under Article 32.2(b) within thirty (30) days, either party may refer the dispute to arbitration. The arbitration shall be conducted under the ICC Rules in London, before a panel of three (3) arbitrators.

32.4

The dispute resolution mechanism set out in Articles 32.2 and 32.3 is the exclusive remedy of the Parties in the event of a dispute arising out of the Contract or the Work.

32.5

It shall be a condition precedent to the referral of a dispute to the arbitration under Article 32.3 that the party that intends to commence proceedings in relation to the dispute first uses its reasonable endeavours to follow and complete the procedures set out in Article 32.2.

32.6

Where any claim or counter claim in connection with or arising out of the Contract is made, the party making the claim or counter claim shall ensure that such claim or counter claim contains, without limitation, the following information:

a)

a clear summary of the facts on which the claim or counter claim is based;

b)

the basis on which the claim or counter claim is made, including the principal contractual terms and/or statutory terms relied on;

c)

the nature of the relief claimed; and

d)

where a claim or counter claim has been made previously and rejected by the other party, and the party making the claim or counter claim is able to identify the reason(s) for such rejection, the grounds of belief as to why the claim or counter claim was wrongly rejected.

32.7

Whilst any matter or matters are in dispute, Allseas shall proceed with the execution and completion of the Work and both Allseas and TMC shall comply with all the provisions of the Contract.

Article 33

REPRESENTATIONS & WARRANTIES

33.1

Each Party represents, warrants and covenants to the other that as of the date of this Contract, it is (a) corporation duly formed and validly existing under the laws of its incorporation, (b) it has the requisite power and authority to enter into this Contract, and (c) this Contract has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of such Party in accordance with its terms.

Article 34

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

34.1

A person who is not a party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

Article 35

NON-SOLICITATION

35.1

During the term of this Contract and for a period of twelve (12) months following its termination or expiration, neither Party shall, directly or indirectly, solicit for employment or engagement any employee, consultant, or contractor of the other Party who was involved in the performance of this Contract, without the prior written consent of the other Party.

35.2

During the same period, neither Party shall hire or engage, whether as an employee, consultant, or otherwise, any individual who was employed or engaged by the other Party in connection with this Contract, unless such individual has ceased to be employed or engaged by the other Party for a period of at least six (6) months prior to such hiring or engagement.

35.3

This article shall not restrict either Party from hiring individuals who respond to general advertisements or recruitment campaigns not specifically targeted at the other Party’s personnel.

Article 36

PROGRAMME

36.1

Allseas shall be responsible for the programming of the Development Work and for independently controlling its progress.

36.2

Allseas shall develop planning in accordance with Section 2.13.1 of Schedule 1 - Scope of Work.

36.3

Allseas shall submit the planning together with full supporting details to TMC for review. The mutually agreed baseline planning and subsequent revisions will be referred to as Programme. Allseas shall use the Programme as the basis for progress reporting, scheduling, forecasting and controlling performance of the Development Work.

36.4

To take account of Variations and actual progress of the Development Work, Allseas shall continually update the Programme and supporting details and regularly submit them to TMC for review. Once a revised work plan has been approved by TMC it shall become part of the current Programme.

Article 37

FORCE MAJEURE

37.1

In addition to what has been agreed in Article 12 – Force Majeure, upon cessation of any Force Majeure Event that affects the Development Work, Allseas shall prepare a revised Programme to include for rescheduling of the Work so as to minimise the effects of the delay and Allseas will be entitled to a Variation adjusting the Date for Completion of Development Work as a result of the actual mitigated impact of the Force Majeure Event on the Programme’s critical path.

Article 38

VARIATIONS

38.1

TMC has the right to request Allseas at any time to make a change in the Development Work.

38.2

A mutually agreed course of action following a request issued by TMC will constitute a Variation and shall be subject to Article 11.

Article 39

CHANGE IN LAW - CONSEQUENCES

39.1

Subject to Article 18, should a Change in Law result in any delay in the Programme, Allseas shall be entitled to an adjustment in the Programme reflecting the effects of the Change in Law. This will constitute a Variation and shall be subject to Article 11.

Article 40

COMPLETION OF DEVELOPMENT WORK

40.1

The Development Work will be concluded by means of a final system acceptance test (the “SAT”) to be conducted when Allseas considers that the Development Work is complete in strict accordance with Section 7 of Schedule 1 – Scope of Work (including completion of all sea trials and performance, reliability and durability tests).

40.2

The Parties acknowledge that the SAT cannot be conducted unless the Commercial Recovery Permit has been granted.

40.3

Prior to commencement of the SAT, all prerequisite approvals, punch-list items, and Completion Documentation required under Schedule 1 – Scope of Work must have been completed, reviewed, and approved by TMC, except for documentation dependent on the SAT results.

40.4

The SAT shall be conducted by Allseas in accordance with the approved test programme (Schedule 3 – Schedule of Key Dates, Key Date 13). TMC shall be entitled to attend and witness the SAT.

40.5

Upon completion of the SAT, Allseas shall issue to TMC a notice of completion confirming that the SAT has been completed and that the Production System is ready to proceed to Commercial Production.

40.6

Allseas shall identify any deviations from the approved test programme in the notice of completion, together with a reasoned justification demonstrating that the Production System remains ready and fit for Commercial Production.

40.7

Within twenty-four (24) hours of receiving the notice of completion, TMC shall either:

a)

confirm in writing that the SAT has been satisfactorily completed and that the Development Work is complete; or;

b)

notify Allseas in writing of any required retesting, specifying in reasonable detail the basis of such requirement.

40.8

Following completion of the SAT, Allseas shall update the Completion Documentation with the SAT results and shall submit the updated Completion Documentation to TMC within five (5) days.

40.9

TMC shall review the updated Completion Documentation within ten (10) days of receipt and, if satisfied that the Development Work has been completed in accordance with the Contract, shall issue a Certificate of Completion. The date of the Certificate of Completion shall constitute the Date of Completion of the Development Work.

Article 41

TRANSITION TO COMMERCIAL PRODUCTION

41.1

Subject to Article 41.2, from the Date of Completion of Development Work, provided that (i) the Commercial Recovery Permit has been issued by NOAA under the DSHMRA and (ii) TMC has approved a WP&B for Commercial Production, then:

a)

the Development Work compensation regime shall cease, except to the extent expressly stated otherwise in the Contract;

b)

the compensation regime applicable to Commercial Production under Part 3 and Schedule 2 – Terms of Compensation of the Contract shall apply (OPEX reimbursement, production reconciliation, and any production-linked compensation mechanisms); and

c)

repayment or recovery of Development Work costs and deferred CAPEX shall continue in accordance with Schedule 2 – Terms of Compensation.

41.2

Notwithstanding the provisions of Article 41.1, the Parties acknowledge that certain activities comprising Commercial Production may have commenced prior to the Date of Completion of Development Work, including but not limited to mobilisation of Additional Vessel to support the commencement of Commercial Production. To the extent this has occurred TMC will compensate Allseas for those limited activities only under the compensation terms applicable to Commercial Production set forth in Schedule 2 – Terms of Compensation, and specifically limited to compensation under Sections 2.5.3, 2.5.4 and

Article 42

COMMERCIAL RECOVERY PERMIT

42.1

TMC shall inform Allseas in writing at its earliest opportunity of any developments in the obtaining of the Commercial Recovery Permit (Schedule 3 – Schedule of Key Dates, Key Date 11) to enable the Parties to mitigate the effects of any delay in issuance of the Commercial Recovery Permit and to work together cooperatively on development and timing of the initial Commercial Production WP&B.

42.2

Without prejudice to Article 24.4, if the Commercial Recovery Permit has not been issued within ninety (90) days of completion of the Harbour and Sea Trials and such delay prevents commencement of mobilization, sail to field and SAT (Schedule 3 – Schedule of Key dates, Key Date 13), Allseas shall be entitled, upon written notice to TMC, to scale operations down to a minimum level and sail the Production Vessel to a low-cost location, unless otherwise mutually agreed by the Parties.

Article 43

VARIATIONS

43.1

TMC has the right to issue instructions to Allseas at any time to direct Allseas to make a change to a Mine Plan provided the instructed changes are within the operational limitations of the selected equipment including the Production Vessel, Additional Vessel and the Collection System, and such a direction may include additions, substitutions and changes in quality, form, character, kind, position, dimension, level or line and changes in any method of undertaking the Commercial Production.

43.2

An instruction under Article 43.1 will constitute a Variation and shall be subject to Article 11. When safety requires or when both Parties agree, on receipt of any such Variation, Allseas shall proceed immediately as instructed even though the amount of any adjustment to any applicable Production Target may not have been determined.

Article 44

FORCE MAJEURE

44.1

In addition to what has been agreed in Article 12 – Force Majeure, if the event of force majeure has an impact on Commercial Production then:

a)

TMC may direct Allseas to implement reasonable mitigation measures to be taken to mitigate impacts on Commercial Production; and

b)

Allseas will be entitled to a Variation to adjust the applicable Production Target.

44.2

Subject to the provisions of this Article and always subject to Allseas agreeing that it is safe and practical in the circumstances of the force majeure event to do so, Allseas shall remain on stand-by at the Licence Area, provided that TMC will reimburse Allseas at the applicable rates agreed in Schedule 2 – Terms of Compensation.

44.3

If, as a result of a force majeure event, Allseas encounters a backlog of materials, goods, tools, equipment, supplies or the Nodules at any location (including on the Production Vessel or on Additional Vessel) then Allseas may, subject to TMC’s instructions, move such materials, goods, tools, equipment, supplies or the Nodules to another location to store such materials, goods, tools, equipment, supplies or the Nodules.

Article 45

RELY-UPON INFORMATION

45.1

Notwithstanding the provisions of Article 8 of Part 1 – General Conditions, the following provisions apply to the Commercial Production.

45.2

Allseas shall be responsible for developing and executing the Mine Plan and shall use its best endeavours to achieve the Production Target.

45.3

TMC shall be responsible for the accuracy of the Rely Upon Information. Allseas may rely on the Rely Upon Information but nothing else, in all other respects it is responsible for making its own enquiries and obtaining its own information in every aspect relevant to the development and execution of the Mine Plan.

45.4

TMC warrants that the Rely Upon Information is accurate. If the Rely Upon Information is materially inaccurate (eg. the actual Nodule abundance is less than the estimate and impacts Production Target or the seabed soil strength deviates and causes issues for the collector vehicle to manoeuvre and maintain production) then:

a)

Allseas must take reasonable steps to amend the Mine Plan to take account of the variances in Nodule abundance or seafloor conditions, and use reasonable endeavours to recover the lost Nodule production;

b)

Allseas may make a submission to TMC proposing an adjustment in the Production Target for the relevant Year, taking account of the actual Nodule abundance and actual seafloor conditions encountered;

c)

TMC must give reasonable consideration to the submission made by Allseas under (b) above and Allseas will be entitled to a Variation to adjust the relevant Production Target.

45.5

Allseas shall conduct the Commercial Production in strict accordance with an approved Mine Plan. If the Rely Upon Information was accurate and Allseas fails to achieve the Production Target, then Allseas must use its reasonable endeavours to mitigate the under-run in production through reasonable means that may include without limitation:

a)

extending operational uptime where feasible;

b)

enhancing maintenance and repair efficiency;

c)

implementing engineering or process improvements;

d)

performing equipment upgrades or reconfigurations to improve system throughput or reliability; and

e)

optimizing vessel operations and resource allocation to restore production performance,

45.6

If TMC becomes aware of any inaccuracy in, or wishes to alter any of the Rely Upon Information or the Base Data, it may issue revised Base Data to Allseas at any time and Allseas shall incorporate such revised Base Data into a revised version of the Mine Plan. Where Allseas contends that such superseding Base Data or Rely Upon Information should lead to any adjustment in the Production Target it may make a submission to TMC and the process outlined in Article 45.4 above shall apply.

45.7

Except as set out in this Article 45, Allseas shall not be entitled to rely on any other data, survey, studies, opinions or representations not explicitly identified as Rely Upon Information for purposes of developing or executing a Mine Plan nor as a basis for asserting that any adjustment should be made to any Production Target and Allseas shall be deemed to have satisfied itself, before entering into the Contract, as to the extent and nature of the Work including but not limited to the services, personnel, materials and equipment, plant, consumables and facilities required for the Work, the correctness and sufficiency of the rates and prices stated in Schedule 2 – Terms of Compensation, general and local conditions including seabed and subsoil conditions, climatic, sea, other water and weather conditions, and all other matters which could affect progress or performance of the Work.

a)

trade, economic or financial sanction, embargo or similar restrictive measures;

b)

asset freezing, blocking or seizure measures;

c)

export, import, customs or trade control restrictions;

d)

revocation, suspension, refusal or non-renewal of any licence, permit, approval or authorisation;

e)

restrictions on access to financial markets, banking systems, capital, funding or payment mechanisms;

f)

national security, foreign investment or critical infrastructure measures (including ownership, control or divestment requirements); or

g)

restrictions relating to labour, immigration, visas, employment or the appointment of directors or officers;

a)

detailed bathymetric survey data of the seabed at a resolution of 2.0 m, unless otherwise agreed, including seabed slope, elevation, contours, obstacle identification, and seabed features;

b)

geophysical (multibeam hull-based backscatter and AUV survey data) showing a resource estimate of nodule abundance, thickness and distribution in the Block;

c)

seabed soil/strength report including soil shear/strength and any known seabed conditions which might affect manoeuvrability of the collection vehicle;

d)

obstacle map and seabed hazards register (e.g., large boulders, ridges, slopes > 6°) for the Block;

e)

requirements under the Commercial Recovery Permit as applicable to the Work, and

f)

an anticipated measure of abundance.

a)

listed on any Sanctions List or is otherwise a subject of Sanctions;

b)

located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions or whose government is the subject of country or territory wide Sanctions or;

c)

acting on behalf of any of the persons listed under paragraphs (a) or (b) above.

a)

the Security Council of the United Nations;

b)

Australia;

c)

the US;

d)

the European Union (or any of its member states);

e)

the United Kingdom;

f)

Switzerland;

g)

any other jurisdiction where a Party operates;

h)

the governments and official institutions or agencies of any of paragraphs (a) to (g) above.