Exhibit 10.23


 


FOURTH AMENDMENT TO PILOT MINING TEST AGREEMENT
AND SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT


 


This Fourth Amendment to Pilot
Mining Test Agreement and Second Amendment to Strategic Alliance Agreement and (“Fourth Amendment”) is effective as
of June 30, 2021, and is entered into by and among DeepGreen Engineering Pte Ltd (“DeepGreen”), DeepGreen Metals Inc.
(“DGM”) and Allseas Group S.A. (“Allseas”) (each is referred to as a “Party”
and together as the “Parties”).


 


RECITALS


 


		A.	Allseas and DeepGreen entered into that certain Pilot Mining Test Agreement dated July 8, 2019 (as
amended by Change Order Number 1, by Amendment Number 2 dated February 20, 2020, and again by that certain Third Amendment to Pilot Mining
Test Agreement and First Amendment to Strategic Alliance Agreement, dated March 4, 2021 (the “Third Amendment”) and
as otherwise amended) (collectively, the “Agreement”).



 


		B.	The Parties wish to further amend the Agreement and SAA as set forth in this Fourth Amendment.



 


NOW, THEREFORE, in
consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:


 


1. Definitions.
Capitalized terms used and not defined in this Fourth Amendment have the respective meanings assigned to them in the Third Amendment.


 


2. Amendments.
The Agreement and SAA are hereby amended as follows:


 


2.1.
Clause 2.4.4. The words “Vesting Date” in the Clause 2.4.4. of the Third Amendment are hereby deleted and replaced
with the words “Vesting Event”.


 


2.2. Amendment
of Clause 1.1(a) of Annex 2. The words “on June 30, 2021” in Clause 1.1 of Annex 2 as set forth in the Third Amendment
are hereby deleted and replaced with “within ten (10) business days of the date of Closing of the Transactions under the BCA”.


 


2.3. Amendment
of Clause 1.1(b) Annex 2 Amendment. Clause 1.1(b) of Annex 2 as set forth in the Third Amendment is hereby deleted in its entirety
and replaced with the following:


 


“1.1 (b)
DGM has issued to Allseas that certain Warrant to Purchase Common Shares, dated March 4, 2021 (the “Warrant”). The
Warrant is for such number of shares, with such exercise price, term and exercise and other terms as set forth therein.”


 


2.4. Successful
Completion. The words “Success Completion” in Clause 15.3 of the Agreement as set forth in the Third Amendment are hereby
deleted and replaced with the words “Successful Completion”.


 


3. Entire
Agreement. This Fourth Amendment shall be read together with the Agreement as a single agreement, and together constitute the entire
agreement between the Parties with respect to the subject matter hereof and thereof. Each Party agrees to execute, acknowledge and deliver
such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent
of this Fourth Amendment. This Fourth Amendment may be executed in multiple originals, each of which shall be considered an original for
all purposes and, collectively, shall be considered to constitute this Fourth Amendment. Signatures transmitted by facsimile or in a Portable
Document Format (pdf) may be considered an original for all purposes, including, without limitation, the execution of this Fourth Amendment
and enforcement of this Fourth Amendment. Where applicable, this Fourth Amendment shall be deemed to amend the SAA. This Fourth Amendment
and the attachments hereto shall prevail in case of any conflict with the SAA or the Agreement as amended to date.


 


[SIGNATURE PAGE FOLLOWS]




 






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[SIGNATURE PAGE TO THIRD
AMENDMENT TO PILOT MINING TEST AGREEMENT]


 


IN WITNESS WHEREOF, the Parties hereto have
caused this Fourth Amendment to be effective as of the Closing.


 


	 	DeepGreen Engineering Pte Ltd
	 	 	 
	 	By:	/s/ Gerard Barron
	 		Name: Gerard Barron
	 		Title: Director




 




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[SIGNATURE PAGE TO THIRD
AMENDMENT TO PILOT MINING TEST AGREEMENT]


 


IN WITNESS WHEREOF, the Parties hereto have
caused this Fourth Amendment to be effective as of the Closing.


 


	 	Allseas Group S.A.
	 	 	 
	 	By:	/s/ E.P. Heerema
	 		Name: E.P. Heerema
	 		Title: President
	 	 	 
	 	DeepGreen Metals Inc.
	 	 	 
	 	By:	/s/ Gerard Barron
	 		Name: Gerard Barron
	 		Title: CEO




 


 


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