Exhibit 10.3


 


TMC the metals company Inc.


 


SECURITIES PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (the “Agreement”) is made as of August 12, 2022 (the “Effective
Date”), by and among TMC the metals company Inc., a company organized
under the laws of the Province of British Columbia (the “Company”), and the purchasers whose names and addresses
are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
For purposes of this Agreement the terms defined in this Agreement include the plural as well as the singular.


 


Whereas,
in furtherance of such desire, the Purchasers desire to purchase, and the Company has agreed to sell, 6,250,000 common shares of the Company,
no par value (the “Common Shares”), for a purchase price of $0.80 per share, for aggregate gross proceeds to
the Company of $5,000,000.


 


AGREEMENT


 


In consideration of the mutual
covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Purchasers hereby agree, severally and not jointly, as follows:


 


SECTION 1.    AUTHORIZATION
OF SALE OF SECURITIES.


 


The Company has authorized
the sale and issuance of the Common Shares to the Purchasers on the terms and subject to the conditions set forth in this Agreement. The
Common Shares that may be sold to the Purchasers hereunder at the Closing (as defined in Section 3.1) shall be referred
to as the “Shares.”


 


SECTION 2.    AGREEMENT
TO SELL AND PURCHASE THE SHARES.


 


2.1    Purchase.
At the Closing, the Company will issue, sell and deliver to each Purchaser, and such Purchaser will purchase from the Company (the “Purchase”),
that number of Common Shares (the “Shares”) set forth opposite such Purchaser’s name on Schedule
A hereto, for the purchase price set forth therein (the “Purchase Price”).


 


2.2    Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


(a)    “Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


(b)    “Knowledge
of the Company” shall mean, with respect to the Company, the knowledge of any of Gerard Barron, Craig Shesky and Anthony
O’Sullivan. Such individuals will be deemed to have “knowledge” of a particular fact or other matter if such individual
has or at any time had actual knowledge of such fact or other matter or if, in the absence of such actual knowledge, such person reasonably
should have known such fact or other matter based on their role in the Company.


 


(c)    “Governmental
Entity” means any nation, federal, state, provincial, county municipal, local or foreign government, or other political
subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory
authority, instrumentality, agency, commission or body and any entity exercising executive, legislative, judicial, regulatory, taxing
or administrative functions of or pertaining to government.


 






     


     


    

 


(d)    “Law”
means any federal, state, provincial, local or foreign law (including common law), statute, code, ordinance, rule, regulation, order,
judgment, writ, stipulation, award, injunction, decree, arbitration award or finding or any other legally enforceable requirement.


 


(e)    “Material
Adverse Effect” means any change, event, development, condition, occurrence or effect that is, or could reasonably be expected
to be, materially adverse to the business, financial condition, prospects, assets, liabilities or results of operations of the Company
and its subsidiaries considered as one enterprise; provided, however, that none of the following will be deemed
in themselves, either alone or in combination, to constitute, and that none of the following will be taken into account in determining
whether there has been or will be, a Material Adverse Effect under subclause (a) of this definition:


 


	 	i.	any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States, Canada or any other geographic region in which the Company conducts business, if the Company is not disproportionately affected thereby;


 


	 	ii.	general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, if the Company is not disproportionately affected thereby;


 


	 	iii.	any change that generally affects industries in which the Company conducts business, if the Company is not disproportionately affected thereby;


 


	 	iv.	changes in Laws after the date hereof, if the Company is not disproportionately affected thereby;


 


	 	v.	changes in U.S. generally accepted accounting principles after the date of this Agreement, if the Company is not disproportionately affected thereby; or


 


	 	vi.	any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions.


 


(f)    “Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint share company, joint
venture, sole proprietorship, unincorporated organization, Governmental Entity or any other form of entity not specifically listed herein.


 


(g)            “Placement
Agent” means EAS Advisors, LLC, through Odeon Capital Group LLC.


 


(h)            “Placement
Agency Agreement” means that certain placement agency letter agreement between the Company and the Placement Agent.


 


(i)    “subsidiary”
means any individual or entity the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of
the voting shares or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act (as defined below).


 


(j)            “Trading
Market” means the Nasdaq Global Select Market.


 






    2


     


    

 


SECTION 3.    CLOSING,
CLOSING CONDITIONS AND CLOSING DELIVERIES.


 


3.1    Closing.
The closing of the purchase and sale of the Shares pursuant to this Agreement (the “Closing”) shall occur no
later than 5:00 p.m., Eastern time, on or before September 30, 2022, subject to the satisfaction or waiver of all of conditions
set forth in Section 3.2 and the delivery of all of the closing deliveries set forth in Section 3.3 (such
date, the “Closing Date”), at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”),
One Financial Center, Boston, MA 02111, or at such other time and place as may be agreed to by the Company and the Purchasers. At or prior
to the Closing, each of the Company and the Purchasers shall execute any related agreements or other documents required hereunder to be
executed as of the Closing hereunder, each dated as of the date of the Closing or the date hereof, as applicable.


 


3.2    Closing
Conditions.


 


(a)    Mutual
Closing Condition. As of the date hereof, there shall have been no Law enacted, entered, promulgated, enforced or deemed applicable
by any Governmental Entity of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the
consummation of the Closing.


 


(b)    Conditions
to Purchaser’s Obligations. Each Purchaser’s obligation to purchase the Shares at the Closing is subject to the fulfillment,
on or before the Closing, of each of the following conditions, unless waived:


 


	 	i.	The Company’s representations and warranties in Section 4 shall be true and correct in all material respects as of the date of this Agreement, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.9, and 4.14 which shall be true and correct in all respects as of the date of this Agreement.


 


	 	ii.	The Company shall have performed and complied with in all material respects all agreements and conditions herein required to be performed or complied with by the Company on or before the date of this Agreement, or any breach or failure to do so has been cured as of the date of this Agreement.


 


Notwithstanding anything
to the contrary in this Agreement, upon delivery of the closing deliverables set forth in Sections 3.3(c), (d) and
(e), the Purchaser shall be irrevocably bound to purchase the Shares, subject only to the Company’s issuance of the Shares
under Section 3.3(b) hereof.


 


(c)    Conditions
to the Company’s Obligations. The Company’s obligation to issue and sell the Shares at the Closing to a Purchaser is subject
to the fulfillment, on or before the Closing, of each of the following conditions, unless waived:


 


	 	i.	Such Purchaser’s representations and warranties in Section 5 shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date.


 


	 	ii.	Such Purchaser shall have performed and complied with in all material respects all agreements and conditions herein required to be performed or complied with by it on or before the Closing, or any breach or failure to do so has been cured.


 






     


     


    

 


3.3    Closing
Deliveries.


 


(a)    Payment
of the Purchase Price at Closing. At the Closing, each Purchaser shall deliver, or cause to be delivered, to the Company, an amount
equal to the Purchase Price by wire transfer of immediately available funds to the Company’s account pursuant to wire instructions
set forth in Schedule B. Each Purchaser’s obligations to pay the Purchase Price shall be several and not joint.


 


(b)    Issuance
of the Shares at the Closing. At the Closing, the Company shall issue, or cause the Company’s transfer agent to issue, to each
Purchaser in global form through a book-entry account maintained by the Company’s transfer agent the number of Shares purchased
by such Purchaser, as set forth in Schedule A hereto, at the Closing against payment by such Purchaser of the Purchase
Price (including providing a copy of the irrevocable instructions delivered by the Company to the Company’s transfer agent instructing
the transfer agent to issue the Shares to the Purchasers by crediting the Shares to the respective accounts of the Purchasers on the transfer
agent’s book-entry system on the Closing Date and confirmation from the transfer agent that such Shares were so issued on the date
thereof). Such Shares shall be appropriately legended as set forth in Section 5.11 herein.


 


(c)    Secretary’s
Certificate. On the date of this Agreement, the Purchasers and the Placement Agent shall have received a certificate signed by the
Secretary of the Company, certifying the resolutions of the Board of Directors of the Company or a duly authorized committee thereof approving
this Agreement and all of the transactions contemplated hereunder, all as in effect on the date of this Agreement.


 


(d)    Compliance
Certificate. On the date of this Agreement, the Purchasers and the Placement Agent shall have received a certificate signed by the
President and Chief Executive Officer of the Company certifying to the fulfillment of the conditions set forth in Section 3.2(b).


 


(e)            Opinions.
On the date of this Agreement, the Purchasers shall have received opinions of Fasken Martineau DuMoulin LLP, Canadian counsel for
the Company, and Mintz, U.S. counsel for the Company, each dated as of the date of this Agreement, in a form reasonably satisfactory to
the Purchasers and the Placement Agent.


 


SECTION 4.    REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY.


 


Except as disclosed in the
SEC Documents (as defined below) and publicly available prior to the date of this Agreement and only as and to the extent disclosed therein,
the Company hereby represents, warrants and covenants to the Purchasers, as of the date of this Agreement (unless specified otherwise
herein), as follows:


 


4.1    Organization
and Standing. The Company has been duly continued and is validly existing and in good standing under the laws of the Province of British
Columbia, Canada has full corporate or other power and authority necessary to own or lease its properties and conduct its business as
presently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of
the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to
be so qualified would not have a Material Adverse Effect. The Company owns, directly or through subsidiaries, all of the issued and outstanding
equity securities of each of its subsidiaries. Each of the Company’s subsidiaries has been duly incorporated or organized and is
validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has full corporate or other
power and authority necessary to own or lease its properties and conduct its business as presently conducted, and is duly qualified as
a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of
the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a Material Adverse
Effect.


 






     


     


    

 


4.2    Corporate
Power; Authorization. The Company has all requisite corporate power, and the Company and its Board of Directors have taken all requisite
corporate action, to authorize, execute and deliver this Agreement, to consummate the transactions contemplated herein and therein, including
to sell, issue and deliver the Shares to the Purchasers, and to carry out and perform all of the Company’s obligations hereunder
and thereunder. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally,
including any specific performance.


 


4.3    Issuance
and Delivery of the Shares. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of
this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right
of first refusal or any other similar rights of the shareholders of the Company or any other Person or any liens or encumbrances, other
than encumbrances under applicable securities laws. Assuming the accuracy of the representations made by the Purchasers in Section 5,
the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”) and is exempt from the prospectus requirement under applicable Canadian securities laws.


 


4.4    SEC
Documents; Financial Statements; Independent Accountants. The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and has filed or will file in a timely manner all documents that
the Company was or is required to file with the Securities and Exchange Commission (the “Commission”) under
Sections 13, 14(a) and 15(d) of the Exchange Act, since September 9, 2021 (the foregoing documents (together with any documents
filed by the Company under the Exchange Act, whether or not required) being collectively referred to herein as the “SEC Documents”).
As of their respective filing dates (or, if amended prior to the date of this Agreement, when amended), all SEC Documents complied in
all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
None of the SEC Documents as of their respective filing dates contained any untrue statement of material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company set forth in the SEC Documents (the “Financial Statements”)
comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission
with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles
consistently applied and fairly present the financial position of the Company at the dates thereof and the results of its operations and
cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments). The accountants
who certified the Financial Statements are independent public accountants as required by the Securities Act and the Exchange Act and the
regulations thereunder and the Public Company Accounting Oversight Board.


 


4.5    Capitalization.
As set forth in the SEC Documents as of the date set forth therein, all of the Company’s outstanding capital shares have been duly
authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities
laws, and were not issued in violation of or subject to any preemptive right or other rights to subscribe for or purchase securities.
Except as disclosed in the SEC Documents, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements
or commitments of any character, relating to the issued or unissued capital shares of the Company, obligating the Company to issue, transfer,
sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or
otherwise acquired any capital shares or voting debt of, or other equity interest in, the Company or securities or rights convertible
into or exchangeable for such shares or equity interests or obligations of the Company to grant, extend or enter into any such option,
warrant, call, subscription or other right, agreement, arrangement or commitment. Neither the execution of this Agreement nor the
issuance of Common Shares or other securities pursuant to any provision of this Agreement will give rise to any preemptive rights or rights
of first refusal on behalf of any Person or result in the triggering of any anti-dilution or other similar rights. Other than the Common
Shares, there are no other shares of any other class or series of capital shares of the Company issued or outstanding. The Company’s
Articles and Notice of Articles, as amended and as in effect on the date hereof (collectively, the “Articles”),
are included in the SEC Documents, and the Company shall not amend or otherwise modify the Articles as of the date of this Agreement.


 






     


     


    

 


4.6    Litigation.
Except as disclosed in the Company’s SEC Documents, there are no legal or governmental actions, suits or other proceedings pending
or, to the Knowledge of the Company, threatened against the Company or any of its subsidiaries, before or by any Governmental Entity,
which actions, suits or proceedings, individually or in the aggregate, could reasonably be expected to (a) challenge this Agreement
or prohibit or delay the transactions contemplated herein or (b) have a Material Adverse Effect. Neither the Company nor any of its
subsidiaries, is a party to or subject to the provisions of any injunction, judgment, decree or order of any Governmental Entity that
might have a Material Adverse Effect.


 


4.7    Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with,
any Governmental Entity or the Trading Market on the part of the Company is required in connection with the consummation of the transactions
contemplated by this Agreement except for the filing of a Form D with the Commission under the Securities Act and compliance with
the securities and blue sky laws in the states and other jurisdictions in which Common Shares are offered and/or sold, and applicable
Canadian securities laws, if applicable, and filing of a Form 45-106F1 as required under National Instrument 45-106, which compliance
will be effected by the Company in accordance with such laws.


 


4.8    No
Default or Consents. Neither the Company nor any of its subsidiaries, is in violation or default under its organizational documents.
Neither the execution, delivery or performance of this Agreement by the Company nor the consummation of any of the transactions contemplated
hereby (including the issuance, sale and delivery by the Company of the Shares) will: (i) give rise to a right to terminate or accelerate
the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or
an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result
in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any subsidiary pursuant
to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which either or them or any of their respective properties or businesses are bound, or any franchise, license, permit,
judgment, decree, order, statute, rule or regulation (including federal and state securities laws and regulations) and the rules and
regulations, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory organization
to which the Company or any of its subsidiaries or their securities are subject) applicable to the Company, or (ii) violate or conflict
with any provision of the Articles, except in the case of clause (i) as would not cause, either individually or in the aggregate,
a Material Adverse Effect, and except for such consents or waivers which have already been obtained and are in full force and effect.


 


4.9    No
Material Adverse Change. Since December 31, 2021, except as specifically disclosed in the SEC Documents, there have been no events,
occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect. Except for the transactions contemplated by this Agreement, no event, liability or development has occurred or exists
with respect to the Company or any of its subsidiaries or their respective businesses, properties, operations or financial conditions
that would be required to be disclosed by the Company under applicable securities laws at the Effective Date that has not been publicly
disclosed at least one Trading Market trading day prior to the Effective Date.


 






     


     


    

 


4.10    No
General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf (other than the
Placement Agent, as to which the Company makes no representation or warranty), has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D promulgated under the Securities Act or under applicable Canadian securities laws) in
connection with the offer or sale of the Shares.


 


4.11    No
Integrated Offering. None of the Company or any of its affiliates, or any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration
of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company
for purposes of the Securities Act or any applicable shareholder approval provisions, including under the rules and regulations of
the Trading Market.


 


4.12    [Reserved.]


 


4.13    Intellectual
Property. To the Knowledge of the Company, the Company and its subsidiaries own, possess, license or have rights to use, on terms
that the Company believes to be reasonable, all patents, patent applications, trademarks, trademark applications, service marks, trade
names, copyrights, licenses, trade secrets, know-how and other similar rights that are necessary or material for use in connection
with the businesses of the Company and its subsidiaries as described in the SEC Documents (collectively, the “Intellectual
Property Rights”). Neither the Company nor any of its subsidiaries has received a written notice that the Intellectual
Property Rights used by the Company or any subsidiary violates or infringes upon the rights of any Person. To the Knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy and confidentiality of
the Intellectual Property Rights (excluding any patents or patent applications that have or will become public), except where the failure
to do so would not, individually or in the aggregate, have a Material Adverse Effect.


 


4.14    Disclosure. The
Company understands and confirms that the Purchasers will rely on the representations, warranties and covenants set forth in this Section 4
in effecting the transactions contemplated by this Agreement. To the Knowledge of the Company, all due diligence materials regarding the
Company and its business and the transactions contemplated hereby (including the information referred to in Section 5.8 hereof),
furnished by or on behalf of the Company to the Purchasers upon their request are, when taken together with the SEC Documents, true and
correct in all material respects and do not contain any untrue statement of material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the circumstances in which they were made, misleading.


 


4.15    Contracts.


 


(a)    Each
indenture, contract, lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a character that is required
to be described or summarized in the SEC Documents or to be filed as an exhibit to the SEC Documents under the Exchange Act and the rules and
regulations promulgated thereunder (collectively, the “Material Contracts”) is so described, summarized or filed.


 


(b)    The
Material Contracts to which the Company or any of its subsidiaries is a party have been duly and validly authorized, executed and delivered
by the Company or such subsidiary and constitute the legal, valid and binding agreements of the Company or such subsidiary, enforceable
by and against the Company and its subsidiaries in accordance with their respective terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally,
and general equitable principles relating to the availability of remedies, except as rights to indemnity or contribution may be limited
by federal or state securities laws. Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any third party
has violated any provision of, or failed to perform any obligation required under the provisions of, any of the Material Contracts. Neither
the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any third party is in breach or default, or has received
written notice of breach or default, of any of the Material Contracts. To the Knowledge of the Company, no event has occurred that, with
notice or lapse of time or both, would constitute such a breach or default pursuant to any Material Contract by the Company or any of
its subsidiaries, or, to the Knowledge of the Company, any other party thereto, and, as of the date of this Agreement, neither the Company
nor any of its subsidiaries has received written notice of the foregoing or from the counterparty to any Material Contract (or, to the
Knowledge of the Company, any of such counterparty's affiliates) regarding an intent to terminate, cancel, or modify any Material Contract
(whether as a result of a change of control or otherwise).


 






     


     


    

 


4.16    Properties
and Assets. The Company and its subsidiaries have good and marketable title to all the properties and assets described as owned
by them in the latest Financial Statements set forth in the SEC Documents, free and clear of all liens, mortgages, pledges or encumbrances
of any kind except (a) those, if any, reflected in such Financial Statements or (b) those that are not material in amount and
do not adversely affect the use made of such property by the Company or any subsidiary. The Company and its subsidiaries hold their respective
leased properties under valid and binding leases, except as would not have a Material Adverse Effect. The Company and its subsidiaries
own or lease all such properties as are materially necessary to their respective operations as now conducted.


 


4.17    Compliance
and Regulatory. The Company and its subsidiaries are in compliance with all applicable laws, rules and regulations of the jurisdictions
in which they are conducting their business, including all applicable local, state and federal environmental laws and regulations, or
any applicable laws enforced by equivalent Governmental Entities outside the United States, except where failures to be so in compliance,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


4.18    Taxes.
The Company and its subsidiaries have filed on a timely basis (giving effect to extensions) all required federal, state and foreign income
and franchise tax returns and have timely paid or accrued all taxes shown as due thereon, including interest and penalties, and to the
Knowledge of the Company there is no tax deficiency that has been or might be asserted or threatened against it or them that could have
a Material Adverse Effect. All tax liabilities accrued through the date hereof have been adequately provided for on the books of the Company.
There are no liens for material taxes upon the assets of the Company or any of its subsidiaries other than for current taxes not yet due
and payable or for taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP has been made in the Company's most recent financial statements included in the SEC Documents.


 


4.19    Investment
Company. The Company is not, and immediately after receipt of payment for the Shares will not be, an “investment company”
or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company,
within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


4.20    Insurance. The
Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the
Company reasonably believes is adequate for businesses of the Company and its subsidiaries, including directors’ and officers’
liability insurance and general and employer’s liability and all other risks customarily insured against and against such risks
which the Company believes it is prudent to insure against, with such deductibles as are customary for companies in the same or similar
business, all of which insurance is in full force and effect.


 






     


     


    

 


4.21    Price
of Common Shares. The Company has not taken, and will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the
Common Shares to facilitate the sale or resale of the Shares.


 


4.22    Governmental
Permits, Etc. The Company and its subsidiaries have all franchises, licenses, permits, certificates and other authorizations
from such Governmental Entity that are currently necessary for the operation of their respective businesses as currently conducted (collectively,
 “Permits”), except where the failure to possess such Permits would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notice
requiring or threatening any revocation or modification of any such Permits, where such revocation or modification would reasonably be
expected to have a Material Adverse Effect.


 


4.23    Internal
Control over Financial Reporting. The Company maintains internal control over financial reporting (as such term is defined in
paragraph (f) of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. To the
Knowledge of the Company, since the end of the Company’s most recent audited fiscal year, there has been no material weakness in
the design or operation of the Company’s internal control over financial reporting (whether or not remediated) which are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information.


 


4.24    Foreign
Corrupt Practices. Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer,
agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in the course of its actions for, or
on behalf of, the Company or any subsidiary (a) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.


 


4.25    Employee
Relations.  No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of
any principal supplier, manufacturer, customer or contractor of the Company or any of its subsidiaries, exists or, to the Company’s
Knowledge, is threatened or imminent. No executive officer of the Company (as defined in Rule 501(f) promulgated under the Securities
Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer’s employment with
the Company. To the Knowledge of the Company, no executive officer of the Company is, or is now expected to be, in violation of any material
term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement,
or any other agreement or any restrictive covenant involving or otherwise affecting such executive officer’s relationship with the
Company, and the continued employment of each such executive officer does not subject the Company to any material liability with respect
to any of the foregoing matters.


 


4.26    ERISA. The
Company and its subsidiaries are in compliance in all material respects with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”);
no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA)
for which the Company or any subsidiary would have any material liability; the Company nor any of its subsidiaries has not incurred or
expects to incur material liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension
plan” or (b) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the “Code”); and each “Pension Plan” for which the Company or any of its subsidiaries
would have liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects
and to the Knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would cause the loss of such
qualification.


 






     


     


    

 


4.27    Registration
Rights and Other Shareholder Agreements. Except as provided in the SEC Documents, no Person has any right to cause the Company
to effect the registration under the Securities Act covering the transfer of any securities of the Company and there are no other shareholder
agreements, voting agreements or other similar agreements with respect to the Company’s capital shares to which the Company is a
party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.


 


4.28    Trading
Market Compliance. The Company has not, in the previous twelve (12) months, received (i) written notice from the Trading
Market that the Company is not in compliance with the listing or maintenance requirements of Trading Market that would result in immediate
delisting or (ii) any notification, Staff Delisting Determination, or Public Reprimand Letter (as such terms are defined in applicable
listing rules of the Trading Market) that requires a public announcement by the Company of any noncompliance or deficiency with respect
to such listing or maintenance requirements. The Company is in compliance with all listing and maintenance requirements of the Trading
Market on the date hereof.


 


4.29    No
 “Bad Actor” Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of
the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Knowledge of the Company,
any Company Covered Person (as defined below), except for a Disqualification Event to which Rule 506(d)(2)(ii-iv) or (d)(3) is
applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes
of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).


 


4.30            OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or representative of the Company or any of its subsidiaries is Person, or is more than 50 percent owned in the aggregate by or acting
on behalf of one or more Persons that are, currently the subject or target of any sanctions administered or enforced by the United States
Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations
Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not
directly or indirectly use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any
subsidiaries, joint venture partners or other Person, to fund any activities of or business (i) with any Person, or in any country
or territory, that, at the time of such funding, is a designated target of Sanctions, (ii) in or involving a country or territory
which at the time of such funding is the subject of comprehensive country-wide or territory-wide Sanctions, or (iii) in any other
manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) of Sanctions.


 


SECTION 5.    REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASERS.


 


Each Purchaser, severally
and not jointly, represents and warrants to and covenant with the Company that:


 


5.1    Risk. Such
Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated
hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in
securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued
by the Company, and has requested, received, reviewed and considered all information the Purchasers know about and deem relevant (including
the SEC Documents) in making an informed decision to purchase the Shares.


 






     


     


    

 


5.2    Purchase
for Investment. Purchaser is acquiring the Shares pursuant to this Agreement for its own account for investment only and with
no present intention of distributing any of such Shares or any arrangement or understanding with any other Persons regarding the distribution
of such Shares, except in compliance with Section 5.4.


 


5.3    Reliance. Such
Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements
of the Securities Act, the Rules and Regulations and state, provincial and territorial securities laws, as applicable, and that the
Company is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the
eligibility of such Purchaser to acquire the Shares. If any of the representations deemed to have been made by it by its purchase of the
Shares are no longer accurate prior to Closing, the Investor shall promptly notify the Company. If such Purchaser is acquiring the Shares
as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such
account and it has full power to make the foregoing representations, acknowledgements and agreements on behalf of such account.


 


5.4    Compliance
with the Securities Act. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or
solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance
with the Securities Act, applicable blue sky laws, applicable Canadian securities laws and the rules and regulations promulgated
thereunder.


 


5.5    Accredited
Investor. Such Purchaser is an “accredited investor” within the meaning of (i) Rule 501 of Regulation D
promulgated under the Securities Act or (ii) a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under
the Securities Act.


 


5.6    Power
and Authority. Such Purchaser has all requisite corporate power, and has taken all requisite corporate action, to authorize,
execute and deliver this Agreement and each of the other agreements and instruments contemplated herein to which the Purchaser is a party,
to consummate the transactions contemplated herein and therein and to carry out and perform all of such Purchaser’s obligations
hereunder and thereunder. Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation
of such Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable
principles generally, including any specific performance.


 


5.7    Broker
Dealer. Such Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “Registered
Broker Dealer”) and is not an affiliate of a Registered Broker Dealer.


 


5.8    Sophisticated
Investor. Such Purchaser acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment
risks with respect to securities, including securities such as the Shares, and further acknowledges that the Company is entering into
this Agreement in reliance on this acknowledgment and such Purchaser’s understanding, acknowledgment and agreement that the Company
has disclosed certain confidential matters to such Purchaser as part of its due diligence review that may represent material, non-public
information of the Company. Such Purchaser further acknowledges that it is aware of the restrictions imposed by United States securities
laws on the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities
and on the communication of such information to any other Person when it is reasonably foreseeable that such other Person is likely to
purchase or sell such securities in reliance upon such information. Such Purchaser hereby waives any claim, or potential claim, it has
or may have against the Company relating to the Company’s confidential disclosure, and the Purchaser’s receipt and possession,
of such information.


 






     


     


    

 


5.9    Other
Securities Transactions. Such Purchaser has not, either directly or indirectly through an affiliate, agent or representative
of the Company, engaged in any transaction in the securities of the Company other than with respect to the transactions contemplated herein,
since the time that the Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby
until the date hereof, except as set forth in filings made with the Commission pursuant to the Exchange Act.


 


5.10    Independent
Advice. Such Purchaser understands that nothing in this Agreement or any other materials presented to such Purchaser in connection
with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.


 


5.11    Legends. Such
Purchaser understands that, until such time as the Shares may be sold pursuant to Rule 144, any certificates representing the Shares,
whether maintained in a book entry system or otherwise, will bear one or more legends in substantially the following form and substance:


 


“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION,
THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE FROM IT OF SUCH RESALE RESTRICTIONS.”


 


If the Purchaser or each
beneficial purchaser, if any, for whom it is acting as trustee or agent, is resident in any province or territory of Canada, the Shares
are subject to a hold period under applicable Canadian securities laws and may not be traded until the expiry of such hold period except
as permitted by applicable securities legislation and such Purchaser understands any certificates representing the Shares, whether maintained
in a book entry system or otherwise, will bear one or more legends in substantially the following form and substance (and in the event
that no physical certificates are issued, the below constitutes written notice of the legend restriction under applicable Canadian securities
laws ) until such time as no longer required by applicable law:


 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) AUGUST
___, 2022, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.”


 






     


     


    

 


In addition any share certificates,
whether maintained in a book entry system or otherwise, representing the Shares may contain any legend required by the blue sky laws of
any state or applicable Canadian securities laws to the extent such laws are applicable to the sale of such Shares hereunder. The Company
shall use its commercially reasonable efforts to help facilitate the removal of such legend upon the earlier of (i) such time when
it is legally permitted to do so under Rule 144 or applicable Canadian securities laws, or to facilitate any transfer of the Shares
under Rule 144 or applicable Canadian securities laws that may be requested by Purchasers and (ii) following such time that
the Commission declares the Registration Statement (as defined below) covering the Shares effective, but in any event, shall not be obligated
to incur any material costs or expenses in making such efforts other than as set forth herein.


 


The Company shall, at its
sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities (as defined below) have been sold pursuant
to an effective Registration Statement (as defined below) or upon notice from the Commission that the Registration Statement (as defined
below) covering the resale of the Shares has been declared effective, cause its transfer agent to timely prepare and deliver certificates
or book-entry shares representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates
or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser
may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent:
(i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow
sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably
be required by the transfer agent in connection with the removal of legends (other than any legends required by applicable Canadian securities
laws). A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Shares
(other than any legends required by applicable Canadian securities laws), following the delivery by a Purchaser to the Company or the
Company’s transfer agent of a legended certificate representing such Shares: (i) following any sale of such Shares pursuant
to Rule 144 or (ii) if such Shares are eligible for sale under Rule 144(b)(1). If a legend removal request is made pursuant
to the foregoing, the Company will, no later than two business days following the delivery by a Purchaser to the Company or the Company’s
transfer agent of a legended certificate representing such Shares (or a request for legend removal, in the case of Shares issued in book-entry
form), deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from all restrictive legends
or an equivalent book-entry position (other than any legends required by applicable Canadian securities laws), as requested by the Purchaser.
Certificates for Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by
crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed
by such Purchaser. The Company warrants that the Shares shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with this Section 5.11,
the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares
to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer.
Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 5.11 is predicated upon the
Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom and such Purchaser shall deliver a certificate
reasonably satisfactory to the Company to the foregoing effect.


 


5.12    Restricted
Securities. Such Purchaser understands that the Shares are characterized as “restricted securities” under the United
States federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain
limited circumstances. Accordingly, such Purchaser represents that it is familiar with Rule 144 of the Securities Act, as presently
in effect, and understands the resale limitations imposed thereby and by the Securities Act Such Purchase also understands that the Company
was formerly a shell company and as of the date of this Agreement, Rule 144 is not available for the resale of Shares until such
time as certain conditions are met, including at least one year having elapsed from the time that the Company filed current Form 10
type information with the Commission reflecting its status as an entity that is not a shell company.


 






     


     


    

 


5.13    Anti-Money
Laundering. The funds used to purchase the Shares which will be advanced by the Purchaser to the Company hereunder will not represent
proceeds of crime for the purposes of the Criminal Code (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act
(Canada) (collectively, “Anti-Money Laundering Laws”) and the Purchaser acknowledges that the Company may in the future be
required by law to disclose the Purchaser’s name and other information relating to this Agreement and the Purchaser’s subscription
hereunder, on a confidential basis, pursuant to the Anti-Money Laundering Laws and the legislation, regulations or instruments enacting
Canadian Economic Sanctions (as defined below). The Purchaser is not a person or entity identified on a list established under any Anti-Money
Laundering Law (including, without limitation, Section 83.05 of the Criminal Code (Canada)) and the Purchaser is not a person or
entity identified in the legislation or regulations enacting any economic or financial sanctions, laws, regulations, embargoes, or restrictive
measures imposed, administered or enforced by Canada, including but not limited to, the provisions of the United Nations Act (Canada),
the Special Economic Measures Act (Canada) or any other economic sanctions laws administered by applicable Canadian regulatory authorities
(collectively, “Canadian Economic Sanctions”). To the best of its, his or her knowledge, none of the subscription funds to
be provided by the Purchaser: (i) have been or will be derived from or related to any activity that is deemed criminal under the
laws of Canada, the United States, or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has
not been identified to the Purchaser, and the Purchaser will promptly notify the Company if the Purchaser discovers that any of such representations
cease to be true and provide the Company with appropriate information in connection therewith; none of the funds the Purchaser is using
to purchase the Shares are, to the knowledge of the Purchaser, proceeds obtained or delivered, directly or indirectly, as a result of
illegal activities.


 


SECTION 6.    REGISTRATION
OF THE SHARES AND COMPLIANCE WITH THE SECURITIES ACT.


 


6.1    Registration Procedures
and Expenses.


 


(a)    Piggyback
Rights. In the event that the Company, in its sole discretion, shall determine to prepare and file a registration statement on Form S-3, or
any other appropriate form on which the Shares may be registered for resale (each of the Shares, together with any capital shares issued
or issuable, from time to time, upon any reclassification, share combination, share subdivision, share split, share dividend or similar
transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at
the relevant time by a Purchaser, the “Registrable Securities”) by the Purchasers, whether or not on a continuous
basis pursuant to Rule 415 under the Securities Act, which such registration statement may include shares that may be offered by
the Company, which for avoidance of doubt shall not include any pre- or post-effective amendment to a registration statement filed with
the Commission as of the date hereof (the “Subsequent Registration Statement”), and has not previously filed
a Secondary Registration Statement (as defined below), the Company shall: (i) notify each Purchaser of such determination; and (ii) if,
within ten (10) days after receipt of such notice, any Purchaser requests in writing to include all or any part of its Registrable
Securities in such Subsequent Registration Statement, include the Registrable Securities as so requested by the applicable Purchaser.
Notwithstanding the foregoing and for avoidance of doubt, the Company may, but shall not be required to, file a Subsequent Registration
Statement pursuant to this Agreement.


 






     


     


    

 


(b)    Secondary
Registration Statement. If the Company has not previously filed a Subsequent Registration Statement, the Company shall, on or
before September 16, 2022 (the “Filing Deadline”), use its commercially reasonable efforts to prepare and
file with the Commission a Registration Statement on Form S-1 or S-3, as appropriate (the “Secondary Registration
Statement”; where used hereafter, “Registration Statement” shall mean either a Subsequent Registration
Statement which includes the Registrable Securities, or the Secondary Registration Statement, as applicable), relating to and providing
for the resale of the Shares by the Purchasers on a continuous basis pursuant to Rule 415 under the Securities Act.


 


(c)    The
Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission
to declare a Registration Statement covering the Shares effective as soon as practicable after the date of the filing thereof and in any
event no later than sixty (60) days after such filing if the Registration Statement and no later than ninety (90) days after
such filing if such Registration Statement is reviewed by the Commission (in either case, such date, the “Effectiveness Deadline”).


 


(d)    The
Company shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus
used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest of (i) the third
anniversary of the effective date of the Registration Statement, (ii) such time as all of the Shares purchased by the Purchasers
pursuant to the terms of this Agreement have been sold pursuant to the Registration Statement, or (iii) such time as the Shares become
eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to Rule 144(b)(1)(i) under
the Securities Act or any other rule of similar effect.


 


(e)    Notwithstanding
the foregoing obligations, the Company may, upon written notice to the Purchasers, which notice shall not contain any information that
is or the Company reasonably believes is material non-public information, for a reasonable period of time, not to exceed forty-five (45)
days in the case of clauses (A) and (B) below, or thirty (30) days in the case of clause (C) below (each, a “Blackout
Period”), delay the filing of a Secondary Registration Statement or a request for acceleration of the effective date, or
suspend the effectiveness of any Registration Statement, in the event that (A) the Company is engaged in any activity or transaction
or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if
the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection
with the Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and
such disclosure could result in material harm to the Company or its business transactions or activities, (B) the Company does not
yet have appropriate financial statements of any acquired or to be acquired entities necessary for filing, or (C) any other event
occurs that makes any statement of a material fact made in such Registration Statement, including any document incorporated by reference
therein, untrue or that requires the making of any additions or changes in the Registration Statement in order to make the statements
therein not misleading; provided, however, that in the case of a Blackout Period pursuant to clause (A) above, the Blackout Period
shall terminate upon the earlier of (i) such forty-five (45) day or thirty (30) day period, as applicable or (ii) the
completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration
Statement pursuant to this Section 6.1(e), the Company shall, as promptly as reasonably practicable following the termination
of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such
Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to
such Registration Statement. If as a result thereof the prospectus included in such Registration Statement has been amended or supplemented
to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to Investor given
pursuant to this Section 6. The Company shall be entitled to exercise its rights under this Section 6.1(e) not
more than once in any six (6) month period; provided, however, that the aggregate number of days of all Blackout Periods hereunder
shall not exceed seventy-five (75) days in any twelve (12) month period. After the expiration of any Blackout Period and without
further request from the Investor, the Company shall effect the filing (or if required amendment or supplement) of the Registration Statement,
or the filing of other documents, as necessary to allow the Investor to resell the Registrable Securities as set forth herein.


 






     


     


    

 


(f)    The Company shall
furnish to the Purchasers with respect to the Shares registered under any Registration Statement (and to each underwriter, if any, of
such Shares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate
the public sale or other disposition of all or any of the Shares by the Purchaser.


 


(g)    The
Company shall bear all expenses in connection with the procedures in paragraphs (a) through (f) of this Section 6.1
and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers
to the Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering
of the Shares pursuant to the Registration Statement.


 


(h)    In
order to enable the Purchasers to sell the Shares under Rule 144 to the Securities Act, the Company shall use its commercially reasonable
efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply
with the requirements of Rule 144(c)(1) with respect to public information about the Company and to timely file all reports
required to be filed by the Company under the Exchange Act.


 


(i)    The
Company shall provide the Purchasers an opportunity to review and comment on all disclosures regarding the Purchasers and any plan of
distribution proposed by them in connection with the preparation of any Registration Statement. Notwithstanding anything to the contrary
contained herein, in no event shall the Company be permitted to name any Purchaser or affiliate of a Purchaser as an “underwriter”
without the prior written consent of such Purchaser.


 


6.2    Restrictions
on Transfer. Each Purchaser agrees that it will not effect any disposition of the Shares that would constitute a sale within the meaning
of the Securities Act or pursuant to any applicable state securities laws, unless and until (1) there is then in effect a registration
statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration
statement or (2) such disposition is otherwise permitted by law, including pursuant to the procedures set forth in Rule 144
under the Securities Act. Notwithstanding the preceding sentence, no restriction shall apply to a transfer by a Purchaser that is a partnership
transferring to its partners or former partners in accordance with partnership interests.


 


6.3    Indemnification.
For the purpose of this Section 6.3: (i) the term “Purchaser/Affiliate” shall mean any affiliate
of the Purchaser, including, without limitation, any general partner or managing member of the Purchaser, any investment adviser of the
Purchaser, or any transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and (ii) the term “Registration
Statement” shall include any preliminary prospectus, final prospectus (the “Prospectus”), free
writing prospectus, exhibit, supplement or amendment included in or relating to, and any document incorporated by reference in, the Registration
Statement referred to in Section 6.1.


 






     


     


    

 


(a)    The
Company agrees to indemnify and hold harmless the Purchasers and each Purchaser/Affiliate, against any losses, claims, damages, liabilities
or expenses, joint or several, that such Purchaser or Purchaser/Affiliate incurs, under the Securities Act, the Exchange Act, or any other
federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof as contemplated below) (i) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, including the Prospectus, financial statements and schedules, and all other
documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed
to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rules 430B,
430C or 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of
the Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required
or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any of them a material
fact required to be stated therein or necessary to make the statements in the Registration Statement or any amendment or supplement thereto
not misleading or in the Prospectus or any amendment or supplement thereto not misleading in light of the circumstances under which they
were made or (ii) arise out of or are based in whole or in part on any inaccuracy in the representations or warranties of the Company
contained in this Agreement, breach of any covenant of the Company contained in this Agreement or any failure of the Company to perform
its other obligations hereunder or under law, and will promptly reimburse each Purchaser and each Purchaser/Affiliate for any legal and
other out-of-pocket expenses as such expenses are reasonably incurred and documented by such Purchaser or such Purchaser/Affiliate
in connection with investigating, defending or preparing to defend, settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the Company will not be liable for amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the written consent of the Company, which consent shall not be unreasonably
withheld or delayed, and the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon (i) the gross negligence or willful misconduct of such Purchaser, or (ii) an untrue statement
or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any amendment or supplement
thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Purchaser expressly
for use therein, or (iii) the inaccuracy of any representation or warranty made by such Purchaser herein or (iv) any statement
or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Purchaser prior to the pertinent
sale or sales by the Purchaser. Any such indemnified Purchaser shall return all payments made hereunder if it is determined, by a final, non-appealable judgment
by a court or arbitral tribunal, that the losses for which such payments were made resulted from such Indemnified Person’s gross
negligence or willful misconduct.


 


(b)    Each
Purchaser will severally, but not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who signed
the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses that the Company, each of its directors,
each of its officers who signed the Registration Statement or controlling person incurs, under the Securities Act, the Exchange Act, or
any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but
only if such settlement is effected with the written consent of such Purchaser) insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure to comply with the
covenants and agreements contained in Section 6.2 hereof respecting the sale of the Shares or (ii) the inaccuracy of
any representation or warranty made by such Purchaser herein or (iii) any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the
Registration Statement or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto
not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus,
or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on
behalf of such Purchaser expressly for use therein; and will reimburse the Company, each of its directors, each of its officers who signed
the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors,
each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) each Purchaser’s
aggregate liability under this Section 6 shall not exceed the amount of net proceeds received by such Purchaser on the sale
of the Shares pursuant to the Registration Statement and (ii) the Purchasers will not be liable for amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected without the written consent of such Purchasers.


 






     


     


    

 


(c)    Promptly
after receipt by an indemnified party under this Section 6.3 of notice of the threat or commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6.3 promptly notify
the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6.3
to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the
indemnified party, and the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel
reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying
party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or
other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or
parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of
its election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be
liable to such indemnified party under this Section 6.3 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with
the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing
all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action,
in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall
any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved
in writing the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which
any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of
such proceeding.


 


(d)    If
the indemnification provided for in this Section 6.3 is required by its terms but is for any reason held to be unavailable
to or otherwise insufficient to hold harmless an indemnified party under paragraphs (a), (b) or (c) of this Section 6.3
in respect to any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of any losses, claims, damages, liabilities or expenses referred to
herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Purchaser from the
private placement of Shares hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but the relative
fault of the Company and the Purchaser in connection with the statements or omissions or inaccuracies in the representations and warranties
in this Agreement and/or the Registration Statement that resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Purchaser on the other
shall be deemed to be in the same proportion as the amount paid by such Purchaser to the Company pursuant to this Agreement for the Shares
purchased by such Purchaser that were sold pursuant to the Registration Statement bears to the difference between the amount such Purchaser
paid for the Shares that were sold pursuant to the Registration Statement and the amount received by such Purchaser from such sale. The
relative fault of the Company on the one hand and each Purchaser on the other shall be determined by reference to, among other things,
whether the untrue or alleged statement of a material fact or the omission or alleged omission to state a material fact or the inaccurate
or the alleged inaccurate representation and/or warranty relates to information supplied by the Company or by such Purchaser and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in paragraph (c) of this Section 6.3, any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in paragraph (c) of
this Section 6.3 with respect to the notice of the threat or commencement of any threat or action shall apply if a claim for
contribution is to be made under this paragraph (d); provided, however, that no additional notice shall be required with respect to any
threat or action for which notice has been given under paragraph (c) for purposes of indemnification. The Company and the Purchaser
agree that it would not be just and equitable if contribution pursuant to this Section 6.3 were determined solely by pro rata
allocation (even if the Purchaser were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this paragraph. Notwithstanding the provisions of this Section 6.3,
no Purchaser shall be required to contribute any amount in excess of the amount of net proceeds received by such Purchaser on the sale
of the Shares pursuant to the Registration Statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Purchasers’
obligations to contribute pursuant to this Section 6.3 are several and not joint.


 






     


     


    

 


6.4    Information
Available. The Company, upon the reasonable request of a Purchaser, shall make available for inspection by such Purchaser, any deemed
underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained
by the Purchasers or any deemed underwriter, all financial and other records, pertinent corporate documents and properties of the Company.


 


SECTION 7.    NO
BROKER’S FEE.


 


Each of the Company and the
Purchasers hereby represents that, other than as may be payable to the Placement Agent, no broker, investment banker, financial advisor
or other individual, corporation, general or limited partnership, limited liability company, firm, joint venture, association, enterprise,
joint securities company, trust, unincorporated organization or other entity is entitled to any broker’s, finder’s, financial
advisor’s financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this
Agreement. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party
as a result of the representation in this Section 7 being untrue.


 


SECTION 8.    COVENANTS.


 


8.1    Form D;
Blue Sky Filings. The Company agrees to file a Form D with respect to the Shares as required under Regulation D of the Securities
Act and a Form 45-106F1 with respect to the Shares as required under National Instrument 45-106, if required. The Company will take
such action as the Company shall reasonably determine is necessary in order to obtain an exemption from, or to qualify the Shares for,
sale to the Purchasers at each of the Closings respectively pursuant to this Agreement under applicable securities of “Blue Sky”
laws of the states of the United States, and shall provide evidence of such actions promptly upon the written request of the Purchasers.


 


8.2    Transfer
Taxes. On the Closing Date, all share transfer or other taxes (other than income taxes) that are required to be paid in connection
with the issuance, sale and delivery of the Shares to the Purchasers hereunder will be fully paid or provided for by the Company and all
laws imposing such taxes will have been fully complied with and the Purchasers and their respective affiliates shall have no obligation
therefor.


 


8.3    Listing
of Common Shares. The Company shall promptly secure the listing of the Shares upon each national securities exchange and automated
quotation system that requires an application by the Company for listing, if any, upon which Common Shares are then listed (subject to
official notice of issuance) and shall maintain such listing, so long as any other Common Shares shall be so listed. The Company shall
use its commercially reasonable efforts to maintain the Common Shares’ listing on the Trading Market. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this Section 8.3.


 


SECTION 9.    NOTICES.


 


All notices, requests, consents
and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so
sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows:


 


(a)    if
to the Company, to:


 


TMC the metals company Inc. 


595 Howe Street, 10th Floor 


Vancouver, British Columbia, V6C 2T5 


Attn: Craig Shesky 


Email: craig@metals.co


 


with a copy to (which shall
not constitute notice):


 


Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. 


One Financial Center 


Boston, Massachusetts 02111 


Attn: Michael L. Fantozzi, Esq.
and Daniel T. Kajunski, Esq. 


Email:
MLFantozzi@mintz.com and DTKajunski@mintz.com


 






     


     


    

 


or to such other Person at such other place as
the Company shall designate to the Purchasers in writing; and


 


(b)    if
to the Purchasers, to the address set forth Schedule A or to such other Person at such other place as the Purchasers shall designate
to the Company in writing.


 


SECTION 10.    MISCELLANEOUS.


 


10.1    Waivers
and Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended
except upon the written consent of the Company and Purchasers holding at a majority of the Shares issued hereunder and then-held by all
Purchasers, in the case of any change, discharge, termination, modification, or of the party hereto against whom the waiver is to be effective,
in the case of a waiver, provided that if any amendment or waiver disproportionately and adversely affects a Purchaser (or group of Purchasers)
in any material respect, the consent of such disproportionately affected Purchaser (or group of Purchasers) shall also be required.


 


10.2    Headings;
Interpretation. The headings of the various sections of this Agreement have been inserted for convenience of reference only and
shall not be deemed to be part of this Agreement. The terms “hereof,” “herein,” “hereby” and derivative
or similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. Except when used together with
the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has
the inclusive meaning represented by the phrase “and/or.” All references in this Agreement to “dollars” or “$”
shall mean United States dollars. Except where the context otherwise requires, wherever used the singular shall include the plural, the
plural the singular, the use of any gender shall be applicable to all genders. The term “including” or “includes”
means “including without limitation” or “includes without limitation.”


 


10.3    Severability. In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


10.4    Survival. The
representations and warranties contained herein shall survive the Closing and the delivery of the Shares. The agreements and covenants
contained herein shall survive for the applicable statute of limitations.


 


10.5    Governing
Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State
of New York, without regard to its or any other jurisdiction’s choice of law rules. Any and all disputes arising out of, concerning,
or related to this Agreement, or to the interpretation, performance, breach or termination thereof shall be referred to and resolved by
the federal courts located in New York, New York. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE),
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES
HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH
PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.


 






     


     


    

 


10.6    Counterparts. This
Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the
other party. Signatures to this Agreement transmitted by facsimile, by email in “portable document format” (“.pdf”),
or by any other electronic means intended to preserve the original graphic and pictorial appearance of this Agreement shall have the same
effect as physical delivery of the paper document bearing original signature.


 


10.7    Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the parties hereto. None of the Purchasers may assign this Agreement
or any rights or obligations hereunder, in whole or in part, without the prior written consent of the Company.


 


10.8    No
Third-Party Beneficiaries. The Placement Agent shall be the third-party beneficiary of the representations and warranties of
the Company in Section 4 and the representations and warranties of the Purchasers in Section 5. This Agreement
is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 6.3 and this Section 10.8.


 


10.9    Entire
Agreement. This Agreement and the other documents and instruments delivered pursuant hereto or thereto, including the exhibits
hereto or thereto, constitute the full and entire understanding and agreement between the parties hereto with regard to the subjects hereof
and thereof.


 


10.10    Independent
Nature of Purchasers’ Obligations And Rights. The obligations of each Purchaser under this Agreement are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant thereto, shall be
deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group, or are deemed affiliates (as such term is defined under the Exchange
Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for
any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser acknowledges that it is not
relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision
to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners,
agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to
be taken by any of them in connection with the purchase of the Shares.


 


10.11    Payment
of Fees and Expenses. Except as otherwise provided herein and the Placement Agency Agreement, or in the other documents or instruments
contemplated hereby, each of the Company and the Purchasers shall bear its own expenses and legal fees incurred on its behalf with respect
to this Agreement and the transactions contemplated hereby. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.


 


10.12    Further
Actions. Each party hereto agrees to execute, acknowledge, and deliver such further instruments, and to do all such other acts,
as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.


 






     


     


    

 


10.13    Form 8-K. On
or before the earlier of (i) the second (2nd) Business Day following the Effective Date and (ii) the date on which the Company
files its quarterly report on Form 10-Q for the quarter ended June 30, 2022, the Company shall file a Current Report on Form 8-K with
the Commission describing the terms of the transactions contemplated by this Agreement (the “Form 8-K”);
provided, however that the Purchasers shall be given an opportunity to review and comment on the disclosure contained in the Form 8-K prior
to filing). Except for the Form 8-K, all public announcements regarding this Agreement shall be issued only in accordance with Section 10.14.
From and after the filing of the Form 8-K, the Purchasers shall not be in possession of any material, non-public information received
from the Company or any of their respective officers, directors or employees that is not disclosed in the Form 8-K.


 


10.14    Public
Announcement. The Company may unilaterally issue a press release or other public announcement concerning the execution of this
Agreement, the terms and conditions hereof or the consummation of the transactions contemplated hereby, provided however, that the Company
shall not identify by name any Purchaser in such press release or other public announcement (except to the extent required by law), without
the prior written consent of such Purchaser.


 


[signature
pages follow]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of
the day and year first above written.


 





	 	COMPANY:
	 	 
	 	TMC the metals company Inc.
	 	 
	 	By: 	/s/ Gerard Barron
	 	 	Name: 	Gerard Barron
	 	 	Title: 	Chief Executive Officer


 


[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]


 






     


     


    

 





IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of
the day and year first above written.


 





	PURCHASER:	 
	 	 
	ERAS CAPITAL LLC	 
	 	 
	By:	/s/ Andrei
    Karkar	 
	Name:	Andrei Karkar	 
	Title:	Managing Member	 


 


[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]