First Amendment to Note and Warrant Purchase Agreement, dated October 4, 2018, among Odyssey Marine Exploration, Inc. and the Lenders

THIS FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of October 4, 2018, by and between ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (“Odyssey”), and the Initial Lenders (as defined below). All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings given to such terms in the Original Agreement (as defined below).

Recitals:

A.    Odyssey, Kenneth Fried (“Fried”), and Steven Moses are parties to a Note and Warrant Purchase Agreement, dated as of July 12, 2018 (the “Original Agreement”);

B.    Section 9(f) of the Original Agreement provides that the Original Agreement may be amended with the written consent of the Company and the Majority Note Holders;

C.    Fried currently holds 75.0% of the aggregate principal amount of the Notes as of the date of this Amendment and therefore constitutes the Majority Note Holders;

D.    Fried desires to purchase, and Odyssey desires to sell to Fried, an additional $250,000 of the Notes and a Warrant to purchase an additional 15,625 Conversion Shares (the “Current Transaction”) pursuant to the Original Agreement, as amended by this Amendment; and

E.    Odyssey and the Fried desire to enter into this Amendment to amend or otherwise modify certain terms of Original Agreement, as set forth in this Amendment, to and to evidence their respective written consent to such amendments and modifications.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

A1. Amendment of Definition of “Outside Date.” Section 1(n) of the Original Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

“(n) ‘Outside Date’ means October 4, 2018.”

A2. Amendment of Definition of “ExO AR Consolidated Note.” Section 1(h) of the Original Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

“(h) ‘ExO AR Consolidated Note’ means the Second Amended and Restated Consolidated Note and Guaranty, dated August 31, 2017, in the principal amount of up to $18.0 million, made by ExO and payable to OMO.”

A3. Amendment of Schedule of Lenders. The Schedule of Lenders attached to the Original Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof Appendix A attached hereto, which gives effect to the consummation of the current transaction.