Exhibit 10.1

Execution Version

N OTE AND W ARRANT

P URCHASE A GREEMENT

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of July 12, 2018, by and between ODYSSEY MARINE EXPLORATION, INC. , a Nevada corporation (the “ Company ”), and the lenders (each individually a “ Lender ,” and collectively the “ Lenders ”) named on the Schedule of Lenders attached hereto (the “ Schedule of Lenders ”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

Recitals:

A.     Each of the Lenders intends to provide certain Consideration to the Company as described for each Lender on the Schedule of Lenders.

B.     The parties wish to provide for the sale and issuance of such Notes and Warrants in return for the provision by the Lenders of the Consideration to the Company.

C.     The parties intend for the Company to issue in return for the Consideration one or more Notes and Warrants to purchase shares of Common Stock.

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, and covenants set forth below, the parties, intending to be legally bound, hereby agree as follows:

Section  1. Definitions. The following terms shall have the meanings set forth below:

(a) “ Aldama ” means Aldama Mining Company, S. de R. L. de C.V., an indirect, wholly owned subsidiary of the Company organized under the laws of Mexico.

(b) “ Aldama Interest ” means a 15.0% interest in Aldama.

(c) “ Consideration ” means shall mean the amount of money paid by each Lender pursuant to this Agreement as shown on the Schedule of Lenders.

(d) “ Common Stock ” means the Company’s common stock, par value $0.0001 per share.

(e) “ Conversion Rate ” means $8.00 per share of Common Stock, subject to adjustment in accordance with Section 2(b)(vi).

(f) “ Conversion Shares ” means the shares of Common Stock issuable upon conversion of the Notes pursuant to Section 2(b)(ii) or upon exercise of the Warrants.

(g) “ ExO ” means Exploraciones Oceanicas S. de R. L. de C.V., a company organized under the laws of Mexico in which the Company holds an indirect majority interest.

(h) “ ExO AR Consolidated Note ” means the Amended and Restated Consolidated Note and Guaranty, dated July 31, 2017, in the principal amount of up to $16,434,579, made by ExO and payable to OMO.

(i) “ ExO Note Indebtedness ” means $1.0 million of the indebtedness held OMO under the ExO AR Consolidated Note.

(j) “ Majority Note Holders ” shall mean the holders of a majority in interest of the aggregate principal amount of Notes.

(k) “ Maturity Date ” means the first anniversary of the date of this Agreement.

(l) “ Notes ” means one or more secured convertible promissory notes issued to each Lender pursuant to Section 2(a) below, the form of which is attached hereto as Exhibit A .

(m) “ OMO ” means Oceanica Marine Operations, S.R.L., an indirect, wholly owned subsidiary of the Company organized under the laws of Panama.

(n) “ Outside Date ” means September 12, 2018.

(o) “ Pledge Agreement ” means a pledge agreement in substantially the form attached hereto as as Exhibit B .

(p) “ Required Lenders ” means the Lenders holding at least a majority of the indebtedness outstanding under the Notes at the time of determination.

(q) “ Rights Agreement ” means a registration rights agreement in substantially the form attached hereto as Exhibit  C .

(r) “ Transaction Documents ” means this Agreement, the Notes, and the Pledge Agreement.

(s) “ Warrant ” means one or more warrants issued to each Lender pursuant to Section 3 below, the form of which is attached hereto as Exhibit D .

Section 2. Terms of the Notes.

(a) Issuance of the Notes. In return for the Consideration paid by each Lender, the Company shall sell and issue to such Lender one or more Notes. Each Note shall have a principal balance equal to the Consideration paid by such Lender for the Note, as set forth in the Schedule of Lenders, bear interest at a rate equal to 8.0% per annum, and mature on the Maturity Date. Each Note shall be convertible or exchangeable pursuant to Section 2(b) and shall be secured by certain assets of the Company as described in such Notes and the Pledge Agreement. Prepayment of principal, together with accrued interest, under the Notes may not be made without the consent of the Majority Note Holders.

(b) Right to Convert or Exchange the Notes.

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Section  3. Warrant. Upon the Initial Closing (as defined below) and any Subsequent Closing (as defined below), and in return for the Company’s receipt of the Consideration, each Lender shall receive a Warrant. Each Warrant shall be exercisable for that number of Conversion Shares set forth therein, as set forth in the Schedule of Lenders, which equals 6,250 Conversion Shares for each $100,000 of Consideration provided by the Lender to which such Warrant is issued.

Section 4. Closing Mechanics.

(a) Initial Closing. The initial closing (the “ Initial Closing ”) of the purchase of the Notes and issuance of the Warrants in return for the Consideration paid by each Lender shall take place by the exchange of documents among the parties via facsimile or other electronic communication and shall be effective for all purposes as of the date of this Agreement (the “ Initial Closing Date ”). At the Initial Closing, (i) each Lender shall deliver the Consideration to the Company, (ii) the Company shall deliver to each Lender one or more executed Notes and Warrants in return for the respective Consideration provided to the Company, and (iii) the appropriate parties shall execute and deliver the Rights Agreement and the Pledge Agreement.

(b) Subsequent Closing. In one subsequent closing (the “ Subsequent Closing ”), the Company may sell additional Notes and Warrants subject to the terms of this Agreement to any Lender as it shall select, provided that such sale shall not take place later than the Outside Date. Any subsequent purchasers of Notes and Warrants shall become a party to, and shall be entitled to receive Notes and Warrants in accordance with this Agreement. The Subsequent Closing shall take place by the exchange of documents among the parties via facsimile or other electronic communication and shall be effective for all purposes as of the date of the Subsequent Closing (the “ Subsequent Closing Date ”).

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Section  5. Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Lenders that:

(a) Organization and Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted.

(b) Authorization. The Company has taken all corporate action necessary for the authorization, execution, and delivery of this Agreement, the Notes and the Warrants. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement, the Notes, and the Warrants, the valid and enforceable obligations of the Company.

(c) Valid Issuance of Common Stock. The shares of Common Stock issuable upon conversion of the Notes and the exercise of the Warrants, if and when issued, will be duly authorized and validly issued, fully paid, and nonassessable and, based in part upon the representations and warranties of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

Section  6. Representations and Warranties of the Lenders. In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:

(a) Authorization. This Agreement constitutes such Lender’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Lender represents that it has full power and authority to enter into this Agreement.

(b) Purchase Entirely for Own Account. Each Lender acknowledges that this Agreement is made with such Lender in reliance upon such Lender’s representation to the Company that the Notes, the Warrants, and shares of Common Stock issuable upon conversion of the Notes and the exercise of the Warrants (collectively, the “ Securities ”) will be acquired for investment for such Lender’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Lender further represents that such Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

(c) Disclosure of Information. Each Lender acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Securities. Each Lender further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities.

(d) Investment Experience. Each Lender is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities.

(e) Accredited Investor. Each Lender is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the “ SEC ”), as presently in effect.

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(f) Restricted Securities. Each Lender understands that the Securities are characterized as “restricted securities” under the 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 securities may be resold without registration under the Act only in certain limited circumstances. Each Lender represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

(g) Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6 and:

(h) Legends. It is understood that the Securities may bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

Section 7. Defaults and Remedies.

(a) Events of Default. The following events shall be considered Events of Default with respect to each Note:

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(b) Remedies. Upon the occurrence of an Event of Default under Section 7(a) hereof, the holders of the Notes may exercise any and all remedies provided in the Pledge Agreement.

Section 8. Collateral Agent.

(a) Appointment and Authority. Each Lender hereby irrevocably appoints Kenneth Fried to act on its behalf as the “ Collateral Agent ” hereunder and under the other Loan Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof for purposes of acquiring, holding and enforcing any and all liens on collateral granted by the Company to secure any of the Secured Obligations (as defined in the Pledge Agreement), together with such powers and discretion as are reasonably incidental thereto.

(b) Rights As a Lender. The Collateral Agent shall have the same rights and powers in his capacity as a Lender as any other Lender. Accordingly, the Collateral Agent, in his capacity as a Lender, may exercise all rights and powers of a Lender as though he were not the Collateral Agent, and the term Lender or Lenders shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Collateral Agent hereunder in its individual capacity. The Collateral Agent may lend money to, own securities of, and generally engage in any kind of business with the Company, all as if the Collateral Agent were not the Collateral Agent hereunder and without any duty to account therefor to the Lenders.

(c) Exculpatory Provisions. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, which shall be ministerial and administrative in nature. Without limiting the generality of the foregoing, the Collateral Agent:

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The Collateral Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Collateral Agent shall believe in good faith shall be necessary, or (ii) in the absence of its own gross negligence or willful misconduct as determined by a judgment of a court of competent jurisdiction.

(d) Reliance By the Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including, but not limited to, any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.

Section 9. Miscellaneous.

(a) Certain Rules of Construction. Any term defined herein in the singular form shall have a comparable meaning when used in the plural form, and vice versa. When used herein, (i) the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement and (ii) the terms “include,” “includes,” and “including” are not limiting. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless the context requires otherwise, derivative forms of any term defined herein shall have a comparable meaning to that of such term. The headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect any provision of this Agreement. References to the Sections, Schedules or Exhibits shall refer respectively to the sections, schedules or exhibits of this Agreement, unless otherwise expressly provided.

(b) Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Company may not assign its obligations under this Agreement without the written consent of Majority Note Holders. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(c) Governing Law. This Agreement, the Notes, and the Warrants shall be governed by and construed under the laws of the State of Florida.

(d) Expenses. Each of the parties shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall reimburse the Lenders for up to $10,000 of the Lenders’ reasonable legal fees and expenses for one legal counsel to the Lenders incurred in connection with the preparation and negotiation of this Agreement and the transactions contemplated by this Agreement.

(e) Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of

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receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 9(e)):

(f) Entire Agreement; Amendments and Waivers. This Agreement, the Notes, the Warrants, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Company’s agreements with each of the Lenders are separate agreements, and the sales of the Notes and Warrants to each of the Lenders are separate sales. Nonetheless, any term of this Agreement, the Notes, or the Warrants may be amended and the observance of any term of this Agreement, the Notes, or the Warrants may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Majority Note Holders. Any waiver or amendment effected in accordance with this Section 9(f) shall be binding upon each party to this Agreement and any holder of any Note or any Warrant purchased under this Agreement at the time outstanding and each future holder of all such Notes or Warrants.

(g) Effect of Amendment or Waiver. Each Lender acknowledges that by the operation of Section 9(f), the Majority Note Holders will have the right and power to diminish or eliminate all rights of such Lender under this Agreement and each Note and Warrant issued to such Lender.

(h) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(i) Acknowledgement. In order to avoid doubt, it is acknowledged that each Lender shall be entitled to the benefit of all adjustments in the number of shares of Common Stock of the Company as a result of any splits, recapitalizations, combinations or other similar transaction affecting the Common Stock issuable upon conversion of the Notes or the exercise of the Warrants that occur prior to the conversion of the Notes or exercise of the Warrants.

(j) Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

[Signature page follows.]

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

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[Signature Page to Note and Warrant Purchase Agreement]

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[Signature Page to Note and Warrant Purchase Agreement]

Exhibit 10.2

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

S ECURED C ONVERTIBLE P ROMISSORY N OTE

FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC. , a Nevada corporation (the “ Company ”), hereby promises to pay to [                    ] (the “ Lender ”), the principal sum of [                    ] Dollars ($[        ]), together with interest thereon from the date of this Note. Interest shall accrue at a rate of eight percent (8.0%) per annum. Unless earlier converted into Conversion Shares pursuant to Section 2(b)(i)(A) of the Note and Warrant Purchase Agreement dated July [●], 2018, among the Company, the Lender, and certain other investors (the “ Purchase Agreement ”), the principal and accrued interest shall be due and payable by the Company on demand by the holder of this Note at any time after Maturity Date (as defined in the Purchase Agreement).

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

Section  1. Payment. All payments shall be made in lawful money of the United States of America at the address of the holder of this Note reflected in the Company’s records or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest due and payable, and any remainder applied to principal. Prepayment of principal, together with accrued interest, may not be made without the consent of the holder of this Note. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

Section  2. Security. This Note is secured pursuant to the Pledge Agreement. Reference is hereby made to the Pledge Agreement for a description of the nature and extent of the security for this Note and the rights with respect to such security of the holder of this Note.

Section  3. Conversion or Exchange of the Notes. This Note and any amounts due hereunder shall be convertible or exchangeable in accordance with the terms of Section 2(b) of the Purchase Agreement. As promptly as practicable after the conversion or exchange of this Note, the Company at its expense shall, upon surrender of this Note, issue and deliver to the holder of this Note a certificate or certificates for the number of full Conversion Shares issuable upon such conversion or deliver the portion of the ExO Note Indebtedness or the Aldama Interest for which it was exchanged.

Section  4. Events of Default and Remedies. If an Event of Default (as defined in the Purchase Agreement), the holder of this Note shall be entitled to exercise the remedies set forth in Section 7(b) of the Purchase Agreement.

Section  5. Lost Documents. Upon receipt by the Company of evidence and indemnity satisfactory to it of the loss, theft, destruction or mutilation of, and upon surrender and cancellation of this Note, if mutilated, the Company will make and deliver in lieu of this Note a new note of the same series and of like tenor and unpaid principal amount and dated as of the date to which interest, if any, has been paid on the unpaid principal amount of this Note.

Section  6. Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating to this Note, and the provision of notice shall be conducted pursuant to the terms of the Purchase Agreement.

Section  7. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto; provided, however, that the Company may not assign its obligations under this Note without the written consent of the Majority Note Holders. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new note to the transferee. The Lender and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Lenders.

Section  8. Expenses. The Company hereby agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the holder of this Note (“ Costs ”) in endeavoring to collect any amounts payable hereunder that are not paid when due, whether by declaration or otherwise. The Company agrees that any delay on the part of the holder in exercising any rights hereunder will not operate as a waiver of such rights. The holder of this Note shall not by any act, delay, omission, or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies.

Section  9. Governing Law. This Note shall be governed by and construed under the laws of the State of Florida as applied to other instruments made by Florida residents to be performed entirely within the State of Florida.

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[Signature Page to Secured Convertible Promissory Note]

Exhibit 10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

W ARRANT TO P URCHASE C OMMON S TOCK

FOR VALUE RECEIVED, this Warrant is issued to [                    ] (together with his, her, or its assigns, the “ Holder ”) by ODYSSEY MARINE EXPLORATION, INC. , a Nevada corporation (the “ Company ”), pursuant to Section 2(a)(i)(A) of the Note and Warrant Purchase Agreement dated July [●], 2018, among the Company, the Lender, and certain other investors (the “ Purchase Agreement ”). This Warrant is one of a series of Warrants issued pursuant to the Purchase Agreement, and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

Section 1. Purchase of Shares.

(a) Number of Conversion Shares. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to [                    ] Conversion Shares (as adjusted pursuant to Section 7 hereof).

(b) Exercise Price. The purchase price for the Conversion Shares issuable pursuant to this Section 1 shall be $12.00 per share, subject to adjustment pursuant to Section 7 hereof. Such purchase price, as adjusted from time to time, is herein referred to as the “ Exercise Price .”

Section  2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the period commencing on the date which the Notes are converted into Conversion Shares pursuant to Section 2(b)(ii) of the Purchase Agreement and ending at 5:00 p.m. Eastern Time on [●], 2021 (the “ Exercise Period ”).

Section 3. Method of Exercise.

(a)    While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(b)    Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Conversion Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificate.

(c)    As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within twenty (20) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

Section  4. Adjustment of Exercise Price and Number of Conversion Shares. The number and kind of Conversion Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend with respect to any shares of its Common Stock, the number of Conversion Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Conversion Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 4(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 4(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities or property receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Conversion Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case appropriate

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provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price per Conversion Share payable hereunder, provided the aggregate Exercise Price shall remain the same.

(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Conversion Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Section  5. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

Section  6. No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Conversion Shares, including (without limitation) the right to vote such Conversion Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and except as otherwise provided in this Warrant or the Purchase Agreement, such Holder shall not be entitled to any stockholder notice or other communication concerning the business or affairs of the Company.

Section  7. Transfer of Warrant. Subject to compliance with applicable federal and state securities laws and any other contractual restrictions between the Company and the Holder contained in the Purchase Agreement, this Warrant and all rights hereunder are transferable in whole or in part by the Holder to any person or entity upon written notice to the Company. Within a reasonable time after the Company’s receipt of an executed Assignment Form in the form attached hereto, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the new holders one or more appropriate new warrants.

Section  8. Governing Law. This Warrant shall be governed by and construed under the laws of the State of Florida as applied to agreements among Florida residents, made and to be performed entirely within the State of Florida.

Section  9. Successors and Assigns. The terms and provisions of this Warrant and the Purchase Agreement shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and assigns.

Section  10. Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

Section  11. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of

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receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section  11 ):

Section  12. Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Warrant, the resolution of any controversy or claim arising out of or relating to this Warrant and the provision of notice shall be conducted pursuant to the terms of the Purchase Agreement.

Section  13. Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Section  14. Counterparts; Facsimile Signatures. This Warrant may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Warrant and all of which, when taken together, will be deemed to constitute one and the same Warrant. The exchange of copies of this Warrant and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Warrant as to the parties and may be used in lieu of the original Warrant for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

[Signature page follows.]

4

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

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[Signature Page to Warrant]

NOTICE OF EXERCISE

Odyssey Marine Exploration, Inc.

Attention: Corporate Secretary

The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, [                ] shares of Common Stock pursuant to the terms of the attached Warrant, and tenders herewith payment in cash of the Exercise Price of such Conversion Shares in full, together with all applicable transfer taxes, if any.

The undersigned hereby represents and warrants that Representations and Warranties in Section 6 of the Purchase Agreement are true and correct as of the date hereof.

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant. Officers of corporations and those acting in a fiduciary or other representative capacity should provide proper evidence of authority to assign the foregoing Warrant.