Odyssey Marine Exploration Inc. Watch

from 8-K 8 pages Personal and Confidential Odyssey Marine Exploration, Inc. 5215 West Laurel Street Tampa, Fl 33607 Attn: Mark Gordon Mark: This Letter Will Confirm the Understanding and Agreement (The “Agreement”) Between Chardan Capital Markets, LLC (“Broker”) and Odyssey Marine Exploration, Inc. (The “Company”) as Follows

from 8-K 20 pages 4,800,000 Shares1 Odyssey Marine Exploration, Inc. Common Stock, $0.0001 Par Value Purchase Agreement

from 8-K 4 pages Attention: Mr. Mark D. Gordon President Mark: This Letter Will Confirm Our Understanding That Odyssey Marine Exploration, Inc. (The “Company”) Has Engaged Chardan Capital Markets, LLC (“Chardan”) to Act as the Company’s Non-Exclusive Financial Advisor on the Terms and Conditions Set Forth Below. Section 1. Scope of Engagement and Services. in Connection With This Engagement, Chardan Shall, as Appropriate: (A) Advise and Assist the Company With Respect to Defining Objectives, Performing Valuation Analyses and Structuring and Planning Transactions; (B) Advise and Assist the Company in Negotiating the Terms and Conditions of Any Transaction That Might Become Available; (C) Arrange Non-Deal Roadshows for the Company to Introduce the Company to Prospective Investors; and (D) Perform Such Other Financial Advisory Services as Chardan and the Company May From Time to Time Agree Upon. Section 2. Compensation

from SC 13D ~20 pages Series B Convertible Stock Purchase Agreement