Loan Agreement dated November 10, 2023

Exhibit 10.1

LOAN AGREEMENT

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE
TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 

This LOAN AGREEMENT (the "Agreement") is made and entered into as of November 10th, 2023, by and between Seafarer Exploration Corp. (the "Company") with its principal corporate offices located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, FL 33618 and [***] (the "Lender") with a mailing address of [***].

RECITALS

WHEREAS, the Lender agrees to provide a loan of up to one million dollars ($1,000,000) (the “Loan”) to the Company; and

WHEREAS, the Company agrees to repay the amount of the Loan plus any accrued interest to the Lender.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties to this Agreement (collectively "parties" and individually a "party") agree as follows:

AGREEMENT

The Lender agrees to provide an additional five hundred thousand dollars ($500,000) (the “Second Loan Funding”) to the Company upon written request by the Company’s CEO at any time.

The First Loan Funding plus the Second Loan Funding (if any) will constitute the Loan balance (the “Loan Balance”).

The Lender acknowledges that none of the Shares have been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any state, that the Shares are being paid for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Securities for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of said Shares made in full compliance with all applicable provisions of the Act, the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws; and that such Securities must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available, and will require an opinion of counsel that registration is not required under the Act or such state securities laws, and that the certificates to be issued will bear a legend indicating that transfer of the Shares have not been so registered and the legend may bear the following or similar words:

The Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act") and the securities laws of any state. These Securities have been acquired for investment purposes and not with a view to distribution or resale, and may not be sold, assigned, made subject to a security interest, pledged, hypothecated, transferred or otherwise disposed of without an effective Registration Statement for such Securities under the Act, and applicable state securities laws, or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such Act and such state securities laws.

Lender represents to the Company that the Lender is an “accredited investor” and/or a “sophisticated investor” as such term is construed under state and federal securities laws and Lender hereby releases, acquits and hold harmless the Company its officers, directors, employees, agents, representatives and assigns and those acting in concert or participation with them from any and all matters having to do with the lack of registration of this Agreement under state and federal securities laws and, further, covenants not to sue the Company, its officers, directors, employees, agents, representatives and assigns and those acting in concert or participation with them regarding any matters relating to the lack of registration of this Agreement and the claim under federal and state law of the private offering exemption.

During the transaction and prior to providing the Loan, Lender has had full opportunity to ask questions of and receive answers from the Company and its CEO regarding the terms and conditions of this Agreement, and the transactions contemplated hereby, as well as the affairs of the Company and related matters including the Company’s quarterly and annual reports, which can be found at https://www.sec.gov/edgar/searchedgar/companysearch. Lender understand that they may have access to whatever additional information or documents concerning the Company, its financial condition, its business, its prospects, its management, its capitalization, and other similar matters that they desire, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to all documents and information concerning the Company, including all public filings at https://www.sec.gov/edgar/searchedgar/companysearch. Lender confirms that they do not desire to receive any further information;

The Lender understands that the Company intends to use the Loan Proceeds, in its sole discretion, for general working capital purposes, and/or debt repayment.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

Agreed to an Accepted:

/s/ Kyle Kennnedy                                                                               

Kyle Kennedy

Chief Executive Officer Seafarer Exploration Corp

Lender:

/s/ [***]                                                                                                  

[***]

Individual