10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number 001-31895

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada	84-1018684
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5215 W. Laurel Street, Tampa, Florida 33607

(Address of principal executive offices) (Zip code)

(813) 876-1776

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer:	¨	Accelerated filer:	x
Non-accelerated filer:	¨  (Do not check if a smaller Reporting company)	Smaller reporting company:	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

The number of outstanding shares of the registrant’s Common Stock, $.0001 par value, as of October 27, 2009 was 59,326,194.

		Page No.
Part I:	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Cash Flows	5
	Notes to the Consolidated Financial Statements	6 – 13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13 – 18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
Part II:	Other Information
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
Signatures		20

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PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited) September 30, 2009			December 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,127,676		$	10,740,358
Restricted cash		621,401			841,791
Accounts receivable, net		177,819			468,796
Inventory		306,269			792,812
Other current assets		224,506			312,698
Total current assets		5,457,671			13,156,455
PROPERTY AND EQUIPMENT
Equipment and office fixtures		14,376,454			14,239,354
Building and land		4,730,493			4,702,173
Accumulated depreciation		(10,508,857	)		(9,156,023	)
Total property and equipment, net		8,598,090			9,785,504
NON-CURRENT ASSETS
Restricted cash		231,865			—
Inventory		6,400,963			6,400,963
Other non-current assets		1,112,297			1,119,539
Total other assets		7,745,125			7,520,502
Total assets	$	21,800,886		$	30,462,461
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	477,268		$	988,406
Accrued expenses and other		1,254,874			2,166,315
Mortgage and loans payable		5,100,491			5,172,331
Total current liabilities		6,832,633			8,327,052
NON-CURRENT LIABILITIES
Mortgage and loans payable		2,987,453			3,123,233
Deferred income from Revenue Participation Certificates		887,500			887,500
Total long term liabilities		3,874,953			4,010,733
Total liabilities		10,707,586			12,337,785
STOCKHOLDERS’ EQUITY
Preferred stock - $.0001 par value; 6,961,180 and 2,469,972 shares authorized at September 30, 2009 and December 31, 2008, respectively; none outstanding		—			—
Preferred stock series D convertible - $.0001 par value; 2,848,800 and 7,340,000 shares authorized at September 30, 2009 and December 31, 2008, respectively; 2,606,400 and 6,900,000 issued and outstanding at September 30, 2009 and December 31, 2008, respectively		261			690
Preferred stock series E convertible - $.0001 par value; 20 shares authorized at September 30, 2009 and December 31, 2008; 13 shares issued and outstanding at September 30, 2009 and December 31, 2008		—			—
Preferred stock series F convertible - $.0001 par value; 0 and 8 shares authorized at September 30, 2009 and December 31, 2008, respectively: none outstanding		—			—
Common stock - $.0001 par value; 100,000,000 shares authorized; 58,626,194 and 52,410,248 issued and outstanding at September 30, 2009 and December 31, 2008, respectively		5,863			5,241
Additional paid-in capital		114,065,112			106,425,370
Accumulated deficit		(102,977,936	)		(88,306,625	)
Total stockholders’ equity		11,093,300			18,124,676
Total liabilities and stockholders’ equity	$	21,800,886		$	30,462,461

The accompanying notes are an integral part of these financial statements.

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ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited

	Three Months Ended						Nine Months Ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
REVENUE
Artifact sales and other	$	648,388		$	681,469		$	1,296,248		$	1,527,652
Exhibit		180,000			143,332			419,798			396,356
Expedition		17,000			1,394,125			162,710			1,696,500
Total revenue		845,388			2,218,926			1,878,756			3,620,508
OPERATING EXPENSES
Cost of sales – artifacts and other		227,685			177,512			548,420			504,261
Marketing, general and administrative		2,069,624			2,515,737			6,911,517			8,211,067
Operations and research		2,879,497			6,076,031			8,936,755			13,840,322
Total operating expenses		5,176,806			8,769,280			16,396,692			22,555,650
LOSS FROM OPERATIONS		(4,331,418	)		(6,550,354	)		(14,517,936	)		(18,935,142	)
OTHER INCOME (EXPENSE)
Interest income		6,194			31,826			36,460			174,586
Interest expense		(84,512	)		(53,945	)		(250,976	)		(102,154	)
Other		13,484			23,789			61,140			93,285
Total other income (expense)		(64,834	)		1,670			(153,376	)		165,717
LOSS BEFORE INCOME TAXES		(4,396,252	)		(6,548,684	)		(14,671,312	)		(18,769,425	)
Income tax benefit (provision)		—			—			—			—
NET LOSS	$	(4,396,252	)	$	(6,548,684	)	$	(14,671,312	)	$	(18,769,425	)
NET LOSS PER SHARE
Basic and diluted	$	(.07	)	$	(.13	)	$	(.27	)	$	(.39	)
Weighted average number of common shares outstanding
Basic and diluted		58,626,194			49,085,641			55,159,192			48,362,638

The accompanying notes are an integral part of these financial statements.

4

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited

	Nine Months Ended
	September 30, 2009			September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,671,312	)	$	(18,769,425	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		1,717,549			2,039,639
Financing costs		—			73,294
Loss on disposal of equipment		—			28,386
Share-based compensation		1,629,182			1,526,756
(Increase) decrease in:
Restricted cash		(11,475	)		(936,509	)
Accounts receivable		290,977			(123,758	)
Inventory		486,543			468,310
Other assets		88,878			113,492
Increase (decrease) in:
Accounts payable		(511,138	)		17,223
Accrued expenses and other		(797,339	)		(1,394,796	)
NET CASH (USED) BY OPERATING ACTIVITIES		(11,778,135	)		(16,957,388	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(523,577	)		(1,239,749	)
Proceeds from sale of equipment		—			12,000
NET CASH (USED) BY INVESTING ACTIVITIES		(523,577	)		(1,227,749	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		5,106,250			10,623,120
Proceeds from warrants exercise		790,400			200,000
Proceeds from issuance of loan payable		—			5,040,500
Repayment of mortgage and loans payable		(207,620	)		(5,611,007	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,689,030			10,252,613
NET (DECREASE) IN CASH		(6,612,682	)		(7,932,524	)
CASH AT BEGINNING OF PERIOD		10,740,358			18,321,349
CASH AT END OF PERIOD	$	4,127,676		$	10,388,825
SUPPLEMENTARY INFORMATION:
Interest paid	$	255,506		$	98,645
Income taxes paid	$	—		$	—
NON-CASH TRANSACTIONS:
Settlement of outstanding debt with line of credit	$	—		$	3,018,310
Building and equipment purchased with financing	$	—		$	779,000
Compensation paid by equity instruments	$	117,803		$	165,051

The accompanying notes are an integral part of these financial statements.

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ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position as of September 30, 2009, and the results of operations and cash flows for the interim periods presented. Operating results for the nine-month period ended September 30, 2009, are not necessarily indicative of the results that may be expected for the full year. We have evaluated subsequent events for recognition or disclosure through the date this Form 10-Q is filed with the Securities and Exchange Commission

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity, and have prepared them in accordance with our customary accounting practices.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Odyssey Marine Services, Inc., OVH, Inc., Odyssey Retriever, Inc. and Odyssey Marine Entertainment, Inc. All significant inter-company transactions and balances have been eliminated.

Shipwreck Heritage Press, LLC was organized during 2005 to publish and distribute print media. The entity does not have activity and has not been capitalized, and therefore, it is not consolidated.

Use of Estimates

Management used estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.

Revenue Recognition and Accounts Receivable

Revenue from product sales is recognized at the point of sale when legal title transfers. Legal title transfers when product is shipped or is available for shipment to customers. Exhibit or expedition revenue is recognized based upon the accrual method of accounting supported by contractual terms of an agreement. Bad debts are recorded as identified, and no allowance for bad debts has been recorded. A return allowance is established for sales which have a right of return. Accounts receivable is stated net of any recorded allowance for returns, if any.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, prepaid expense, accounts payable, accrued expense, loan payable and mortgage payable approximate fair value. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that we could realize in a current market exchange.

Inventory

Our inventory consists of artifacts recovered from the SS Republic shipwreck, general branded merchandise and related packaging material. The value of recovered artifacts in inventory includes the costs of recovery and conservation. The recovery

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costs also include the fee paid to an insurer to relinquish the insurer’s claim to the artifacts recovered from the shipwreck. The capitalized costs include direct costs of recovery such as vessel and related equipment operations and maintenance, crew and technical labor, fuel, provisions and supplies, port fees and depreciation. Conservation costs include fees paid to conservators for cleaning and preparing the artifacts for sale. We continually monitor the recorded aggregate costs of the artifacts in inventory to ensure these costs do not exceed the net realizable value. Historical sales, publications or available public market data are used to assess market value.

Packaging materials and merchandise are recorded at average cost. We record our inventory at the lower of cost or market.

Long-Lived Assets

Our policy is to recognize impairment losses relating to long-lived assets in accordance with the Accounting Standards Codification (“ASC”) topic for Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows.

Comprehensive Income

Securities with a maturity greater than three months from purchase date are deemed available-for-sale and carried at fair value. Unrealized gains and losses on these securities are excluded from earnings and reported as a separate component of stockholders’ equity. At September 30, 2009, we did not own securities with a maturity greater than three months.

Property and Equipment and Depreciation

Property and equipment is stated at historical cost. Depreciation is provided using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and ten years. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Major overhaul items (such as engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever is shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualify to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. All other repairs and maintenance are accounted for under the direct-expensing method and are expensed when incurred.

Earnings Per Share

Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in our earnings. We use the treasury stock method to compute potential common shares from stock options and warrants and the as-if-converted method to compute potential common shares from Preferred Stock or other convertible securities.

When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation.

At September 30, 2009 and 2008, weighted average common shares outstanding year-to-date was 55,159,192 and 48,362,638, respectively. For the periods ended September 30, 2009 and 2008, in which net losses occurred, all potential common shares were excluded from diluted EPS because the effect of including such shares would be anti-dilutive.

The potential common shares in the following table represent potential common shares calculated using the treasury stock method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS:

	Three Months Ended				Nine Months Ended
	September 30, 2009		September 30, 2008		September 30, 2009		September 30, 2008
Average market price during the period	$	1.85	$	4.61	$	2.79	$	4.90
In the money potential common shares excluded		175,164		398,055		177,850		490,718

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Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS:

	Three Months Ended		Nine Months Ended
	September 30, 2009	September 30, 2008	September 30, 2009	September 30, 2008
Out of the money options and warrants excluded:
Stock options with an exercise price of $2.50 per share	33,000	—	33,000	—
Stock options with an exercise price of $3.50 per share	1,417,916	—	1,417,916	—
Stock options with an exercise price of $3.51 per share	1,003,170	—	1,003,170	—
Stock options with an exercise price of $3.53 per share	214,300	—	214,300	—
Stock options with an exercise price of $4.00 per share	315,250	—	315,250	—
Stock options with an exercise price of $5.00 per share	650,000	955,000	650,000	955,000
Stock options with an exercise price of $7.00 per share	100,000	100,000	100,000	100,000
Warrants with an exercise price of $5.25 per share	100,000	100,000	100,000	100,000
Total anti-dilutive warrants and options excluded from EPS	3,833,636	1,155,000	3,833,636	1,155,000

Weighted average potential common shares from outstanding Convertible Preferred Stock calculated on an as-if-converted basis having an anti-dilutive effect on diluted EPS were excluded from potential common shares as follows:

	Three Months Ended		Nine Months Ended
	September 30 2009	September 30, 2008	September 30 2009	September 30, 2008
Potential common shares from Preferred Stock excluded from EPS	3,906,400	10,400,000	3,903,789	10,400,000

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

	Three Months Ended						Nine Months Ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
Net loss	$	(4,396,252	)	$	(6,548,684	)	$	(14,671,312	)	$	(18,769,425	)
Numerator, basic and diluted net income (loss) available to stockholders	$	(4,396,252	)	$	(6,548,684	)	$	(14,671,312	)	$	(18,769,425	)
Denominator:
Shares used in computation – basic:
Weighted average common shares outstanding		58,626,194			49,085,641			55,159,192			48,362,638
Shares used in computation – diluted:
Weighted average common shares outstanding		58,626,194			49,085,641			55,159,192			48,362,638
Dilutive effect of options and warrants outstanding		—			—			—			—
Shares used in computing diluted net income per share		58,626,194			49,085,641			55,159,192			48,362,638
Net loss per share – basic	$	(0.07	)	$	(0.13	)	$	(0.27	)	$	(0.39	)
Net loss per share – diluted	$	(0.07	)	$	(0.13	)	$	(0.27	)	$	(0.39	)

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

Segment reporting

The ASC topic for Segment Reporting requires segment reporting when certain conditions are achieved. We previously reported our themed attractions as a segment. Since January 1, 2008, we no longer have a reportable segment.

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NOTE C – RESTRICTED CASH

As required by the revolving credit facility entered into with Fifth Third Bank (the “Bank”) on February 7, 2008, $500,000 was deposited into an interest-bearing account from which interest payments were made for the first one-year period. Upon the anniversary of the facility, we deposited into the account an amount sufficient to restore the balance to $500,000 for interest payments during the second year of the facility. The balance in this restricted cash account is held as additional collateral by the Bank and is not available for operations. Any funds remaining in this account at the end of the facility term will be returned to the Company. The balance in this account at September 30, 2009, was $391,247.

As required by the mortgage loan entered into with the Bank on July 11, 2008, $500,000 was deposited into an additional interest-bearing account from which principal and interest payments were made for the first one-year period. On each anniversary of the mortgage, we deposited or will deposit into the account an amount sufficient to ensure a balance of $500,000 for principal and interest payments during the subsequent year of the mortgage. The balance in this restricted cash account is held as additional collateral by the Bank and is not available for operations. Any funds remaining in this account at the end of the mortgage term will be returned to the Company. The balance in this account at September 30, 2009, was $462,019.

NOTE D – INVENTORY

Our inventory consisted of the following:

	September 30, 2009			December 31, 2008
Artifacts	$	6,442,248		$	6,874,394
Packaging		250,633			319,381
Merchandise		551,734			598,273
Merchandise reserve		(537,383	)		(598,273	)
Total inventory	$	6,707,232		$	7,193,775

Of these amounts, $6,400,963 is classified as non-current as of September 30, 2009 and December 31, 2008, respectively.

In the event we secure ownership rights to the recovered artifacts from the “Black Swan” project, we will capitalize into inventory all related costs to recover and conserve these artifacts. Recovery costs include operating costs to recover, legal fees to defend and secure ownership rights and other costs associated with bringing the artifacts into an appropriate archaeological state. We have capitalized costs of approximately $2.5 million related to recovery and conservation that have been reserved for at 100%. When and if ownership rights are secured, these deferred costs will be allocated to inventory and the reserve eliminated.

NOTE E – INCOME TAXES

As of September 30, 2009, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $99 million. The NOL will expire in various years ending through the year 2029.

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

Deferred tax assets:
Net operating loss and capital loss carryforwards	$	35,657,332
Accrued expenses		231,855
Reserve for inventory		190,513
Start-up costs		108,499
Excess of book over tax depreciation		697,791
Stock option expense		1,754,923
Less: valuation allowance		(38,305,580	)
	$	335,333
Deferred tax liability:
Property and equipment basis	$	70,182
Prepaid expenses		58,636
Inventory capitalization		206,515
	$	335,333
Net deferred tax asset	$	—

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As reflected above, we have recorded a net deferred tax asset of $0 at September 30, 2009. As required by the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized. Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realizable without the recovery and rights of ownership or salvage rights of high value shipwrecks and thus a valuation allowance has been recorded as of September 30, 2009. While we have recovered more than 17 tons of silver and hundreds of gold coins and other artifacts from the “Black Swan” project, we do not have the ability to immediately monetize the recovered cargo unless and until we are awarded title or a salvage award by the U.S. District Court.

The change in the valuation allowance is as follows:

September 30, 2009	$	38,305,580
December 31, 2008		33,209,323
Change in valuation allowance	$	5,096,257

Income taxes for the nine-month periods ended September 30, 2009 and 2008 differ from the amounts computed by applying the effective federal income tax rate of 34% to income (loss) before income taxes as a result of the following:

	September 30, 2009			September 30, 2008
Expected (benefit)	$	(4,988,246	)	$	(6,381,605	)
State income taxes net of federal benefits		(212,304	)		(243,044	)
Nondeductible expense		12,630			11,107
Stock options exercised		4,285			(130,201	)
Change in valuation allowance		5,096,257			6,803,315
Change in estimate of net operating loss		—			(898	)
Effects of:
Change in apportionment estimate		87,471			(58,765	)
Other, net		(93	)		91
	$	—		$	—

During the nine-month periods ended September 30, 2009 and 2008, the Company recognized certain tax benefits, prior to any valuation allowances, related to stock option plans in the amount of ($4,467) and $135,068, respectively. If we did not have a full valuation allowance, such benefits would be recorded as an increase in the deferred tax asset and an increase in additional paid-in capital.

Effective January 1, 2006, we were required to capitalize inventory costs under Internal Revenue Code Section 263A. This adjustment created a deferred tax liability in the amount of $3,314,407 on January 1, 2006, and will be recognized over the four year period beginning January 1, 2006. The remaining deferred tax liability as of September 30, 2009, is $206,515.

We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The Company’s tax years 2006 through 2008 remain open to examination by the major taxing jurisdictions.

NOTE F – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. Management is currently not aware of any claims or suits that will have a material adverse impact on its financial position or its results of operations.

Material Trends and Uncertainties

At September 30, 2009, we had cash and cash equivalents of $4.1 million, a decrease of $6.6 million from the December 31, 2008, balance of $10.7 million. Based upon our current expectations, we believe our cash and cash equivalents, cash generated from operations and existing credit facility will be sufficient to fund working capital requirements through the remainder of 2009. Our capacity to generate net income in future periods is dependent upon our success in recovering and monetizing high-value shipwrecks as well as the coins and artifacts from previous operations including the SS Republic and our ability to generate income from marketing products from other companies’ projects. While we have recovered more than 17 tons of silver coins and hundreds of gold coins and other artifacts from the “Black Swan” project, we will not have the ability to immediately monetize any

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recovered cargo until or if we receive title or a salvage award from the U.S. District Court. At the present time, we cannot determine how long that process may take. We have also identified at least one additional potential high value target, however until we successfully recover and acquire title to coins and artifacts, we will not be able to monetize any of this cargo in the short term. If cash flow is not sufficient to meet our projected business plan requirements, we will be required to raise additional capital in 2009 and beyond and/or curtail expenses. While we have been successful in raising the necessary funds in the past, there can be no assurance that we can continue to do so.

NOTE G – MORTGAGE AND LOANS PAYABLE

The Company’s consolidated debt consisted of the following at September 30, 2009 and December 31, 2008:

	September 30, 2009		December 31, 2008
Revolving credit facility	$	4,927,286	$	5,000,000
Mortgage payable		3,160,658		3,295,564
	$	8,087,944	$	8,295,564

Revolving Credit Facility

On February 7, 2008, we entered into a $5 million revolving credit facility with Fifth Third Bank (the “Bank”). We used a portion of this credit facility to pay off all amounts owed to Mercantile Bank under our prior credit facility, which has been terminated. The new credit facility has a floating interest rate equal to the “Prime Rate” plus fifty basis points (.50%), requires monthly payments of interest only and is due in full February 7, 2010. Odyssey is also required to pay the Bank an unused line fee commencing in the second year of the agreement equal to 0.50% per annum of the unused portion of the credit line, payable quarterly in the second year. The line of credit is secured by a restricted cash balance (See NOTE C) as well as approximately 29,400 coins recovered from the SS Republic shipwreck, which amount will be reduced over the term by the amount of coins sold. The borrowing base is equal to thirty percent (30%) of the eligible coin inventory calculated on a rolling twelve-month wholesale average value. Odyssey is required to comply with a number of customary affirmative and negative covenants. The significant covenants include: maintaining insurance on the inventory; ensuring the collateral is free from encumbrances and without the consent of the Bank, the Company cannot merge or consolidate with or into any other corporation or entity nor can the Company enter into a material debt agreement with a third party.

Mortgage Payable

On July 11, 2008, we entered into a mortgage loan with Fifth Third Bank. Pursuant to the Loan Agreement, we borrowed $2,580,000. The loan bears interest at a variable rate equal to the prime rate plus three-fourths of one percent (0.75%) per annum. The loan matures on July 11, 2013, and requires us to make monthly principal payments in the amount of $10,750 plus accrued interest. This loan is secured by a restricted cash balance (See NOTE C) as well as a first mortgage on our corporate office building. This loan contains customary representations and warranties, affirmative and negative covenants, conditions, and other provisions.

During May 2008, we entered into a mortgage loan in the principal amount of $679,000 with The Bank of Tampa to purchase our conservation lab and storage facility. This obligation has a monthly payment of $5,080 and a maturity date of May 14, 2015. Principal and interest payments are payable monthly. Interest is at a fixed annual rate of 6.45%. This debt is secured by the related mortgaged real property. The seller is carrying a second mortgage for $100,000 with interest due monthly and $25,000 of principal due each May commencing in May 2009. The interest is at a variable rate of 1.0% above the prime interest rate stated by BB&T, formerly Colonial Bank of Tampa. This obligation has a maturity date of May 14, 2012, and is secured by the related mortgaged real property.

NOTE H – STOCKHOLDER’S EQUITY

Common Stock

On May 22, 2009, we issued and sold 1,720,000 shares of common stock at a price of $2.965 per share, for an aggregate purchase price of $5,100,000 in cash, pursuant to a Common Stock Purchase Agreement between the Company and three funds managed by two accredited investors. During the three-month period ended June 30, 2009, we issued 4,241,200 shares of common stock to two accredited investors upon conversion of 4,241,200 shares of Series D Convertible Preferred Stock.

On January 28, 2009, we issued 250,000 shares of common stock to one accredited investor upon conversion of 250,000 shares of Series D Convertible Preferred Stock.

On August 19, 2008, we issued and sold 1,970,000 shares of common stock at a price of $4.90 per share, for an aggregate purchase price of $9,653,000 in cash, pursuant to a Common Stock Purchase Agreement between the Company and six funds managed by three accredited investors. On October 28, 2008, we issued 2,200,000 shares of common stock upon conversion of 22 shares of Series F Convertible Preferred Stock.

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Preferred Stock

During January 2009, three accredited investors exercised warrants for the purchase of 197,600 shares of Series D Convertible Preferred Stock for an aggregate exercise price of $790,400.

Stock-Based Compensation

We have two active stock incentive plans, the 1997 Stock Incentive Plan and the 2005 Stock Incentive Plan. The 1997 Stock Incentive Plan expired on August 17, 2007. As of that date, options cannot be granted from that Plan but any granted and unexercised options will continue to exist until exercised or they expire. The 2005 Stock Incentive Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. We initially reserved 2,500,000 of our authorized but unissued shares of common stock for issuance under the Plan, and, at the time the Plan was adopted, not more than 500,000 of these shares could be used for restricted stock awards and restricted stock units. On January 16, 2008, the Board of Directors approved amendments to the Plan to add 2,500,000 shares of common stock to the Plan, to allow any number of shares to be used for restricted stock awards, to clarify certain other provisions in the Plan and to submit the amended Plan for stockholder approval. The amended Plan was approved at the annual meeting of stockholders on May 7, 2008. Any incentive option and non-qualified option granted under the Plan must provide for an exercise price of not less than the fair market value of the underlying shares on the date of grant, but the exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant.

Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it will be reduced for forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share based compensation charged against income for the nine-month periods ended September 30, 2009 and 2008 was $1,629,182 and $1,526,756, respectively, and for the three-month periods ended September 30, 2009 and 2008 was $414,091 and $277,085, respectively.

We did not grant options during the three-month periods ended September 30, 2009 and 2008. The weighted average fair value of stock options granted is determined using the Black-Scholes option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. The Black-Scholes option valuation model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options.

NOTE I – CONCENTRATION OF CREDIT RISK

We maintain our cash in three financial institutions. The Federal Deposit Insurance Corporation insures up to $250,000 per legal entity per financial institution through December 31, 2013. At September 30, 2009, our uninsured cash balance was approximately $4,600,000.

Our revolving credit facility and primary mortgage bear interest at variable rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the principal amount of such indebtedness remained the same. Interest on both of these debt instruments are equal to prime plus basis points as described in NOTE G. An increase in the prime rate could have an adverse effect on our operating cash flows and financial condition but we believe it would not be material.

NOTE J – RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165, now incorporated in the ASC topic Subsequent Events, is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2009 and will be applied prospectively. SFAS No. 165 is consistent with current practice and does not have any impact on the Company’s results of operations, financial condition or liquidity. See Note A for required disclosure.

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In June 2009, the FASB issued SFAS No. 168, The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles which is now incorporated in the ASC topic Generally Accepted Accounting Principles. This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. As the Codification was not intended to change or alter existing GAAP, it will not have any impact on Odyssey’s consolidated financial statements.

NOTE K – SUBSEQUENT EVENTS

On November 6, 2009, we filed a shelf registration statement with the SEC which, when declared effective by the SEC, will enable us to sell common stock, preferred stock, debt securities, and/or warrants in one or more offerings up to a total dollar amount of $50,000,000.

During October 2009, we committed approximately $425,000 to purchase advanced vessel search equipment to be utilized on one of our search vessels in the immediate future.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion will assist in the understanding of our financial position and results of operations. The information below should be read in conjunction with the financial statements, the related notes to the financial statements and our Annual Report on Form 10-K for the year ended December 31, 2008.

In addition to historical information, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 regarding the Company’s expectations concerning its future operations, earnings and prospects. On the date the forward-looking statements are made, the statements represent the Company’s expectations, but the expectations concerning its future operations, earnings and prospects may change. The Company’s expectations involve risks and uncertainties (both favorable and unfavorable) and are based on many assumptions that the Company believes to be reasonable, but such assumptions may ultimately prove to be inaccurate or incomplete, in whole or in part. Accordingly, there can be no assurances that the Company’s expectations and the forward-looking statements will be correct. Please refer to the Company’s most recent Annual Report on Form 10-K for a description of risk factors that could cause actual results to differ (favorably or unfavorably) from the expectations stated in this discussion. Odyssey disclaims any obligation to update any of these forward-looking statements except as required by law.

Operational Update

We have numerous shipwreck projects in various stages of development around the world. In order to protect the targets of our planned search or recovery operations, in some cases we will defer disclosing specific information relating to our projects until we have located a shipwreck or shipwrecks of interest and determined a course of action to protect our property rights.

Additional information regarding projects discussed herein may be found in our Annual Report on Form 10-K for the year ended December 31, 2008. Projects with status updates since that report was filed are discussed below. We may have other projects in various stages of planning or execution that may not be disclosed for security or legal reasons until considered appropriate by management.

“Atlas” Search Project

The “Atlas” project encompasses a minimum of five high-value targets within a search area covering more than 6,000 square miles. Based on work completed during past “Atlas” seasons, two sites within the “Atlas” search area are the subject of Admiralty arrests filed by Odyssey. In addition, HMS Victory was discovered within this search area.

Operations for the 2009 “Atlas” season commenced in February 2009 with the 251-foot Odyssey Explorer conducting search and inspection operations. In addition to search and inspection technology used in the past, our teams have integrated new technologies into the ZEUS platform that have significantly enhanced its inspection capabilities.

The Ocean Alert was utilized for some search operations in the “Atlas” search area in 2009 and after recently undergoing equipment upgrades, has recently left the “Atlas” area to begin work on the “Enigma” project (see “Enigma” Project).

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Between February 2009 and October 2009, approximately 1,000 square miles of seabed were mapped with side scan sonar and magnetometer. Odyssey’s Remotely Operated Vehicle ZEUS completed 141 dives spending approximately 380 hours on the seabed. Of the 238 targets inspected to date in 2009, 11 shipwrecks were discovered. Additional work in the area continued into November.

HMS Victory Project

We discovered and conducted a preliminary investigation of the shipwreck of Admiral Balchin’s HMS Victory (which sank in 1744) during our 2008 “Atlas” season. HMS Victory was the inspiration for and direct predecessor to Nelson’s Victory and was the mightiest and most technically advanced vessel of her age.

Odyssey has been cooperating closely with the United Kingdom (UK) Ministry of Defence (the “MOD”) on the HMS Victory project. All activities at the site, including the recovery of two bronze cannon, have been conducted in accordance with protocols agreed to by the UK Government and Royal Navy officials. On September 18, 2009, Odyssey announced it reached an agreement with the UK Government on an 80% salvage award for the cannon recovered from the site. Odyssey will be participating in the ongoing process of consultation with the UK Government to determine what approaches should be adopted towards the wreck. Terms of the collaboration between Odyssey and the UK MOD on the project are currently being negotiated. Pursuant to the agreement, Odyssey dismissed without prejudice the admiralty arrest on this site.

Although the UK is not a signatory to the United Nations Educational Scientific and Cultural Organization’s (UNESCO) Convention for the Protection of Underwater Cultural Heritage (“CPUCH”) and therefore not bound by CPUCH, Odyssey’s proposed agreement is consistent with the archaeological principles of CPUCH.

North Carolina Project

Operations were conducted in August and September 2009 in the area covered by the exploration permit issued by the North Carolina Department of Cultural Resources to Odyssey’s partner, Intersal, Inc. Odyssey has an agreement with Intersal, Inc. to pursue operations under this permit and to share in substantial research and data acquired by Intersal over the years relating to the target shipwreck and the work completed to date in the permit area.

The 2009 operations included remote sensing in two search blocks with side scan sonar and magnetometer which identified multiple targets requiring additional inspection. A preliminary report has been submitted to the North Carolina Department of Cultural Resources.

The area covered by this permit and the arrest are located near Odyssey’s current “Firefly” project, which was acquired by Odyssey from BDJ Discovery Group in 2007 and includes one arrested site that has already produced a small number of gold and silver artifacts. The Intersal site and permit area may also be related to a high-value, Colonial-era merchant vessel believed to be located in the area. The agreements with BDJ and Intersal are similar but separate, and the areas do not overlap.

“Symphony” Project

Odyssey completed the first phase of survey in a new search area code named “Symphony.” The work was conducted under a government permit in an exclusive claim area and in conjunction with a project partner. Results of the survey are being analyzed and compiled into a report that will be provided to the government before the next phase of work is commenced. Preliminary review of the data suggests that four shipwrecks have been located in the phase-one search area, but at this point, none of the sites have been conclusively identified. Research suggests the search area contains at least two commercial vessels with significant cargoes of gold coins.

The expedition was conducted by the Odyssey search team on a chartered vessel. To protect the security of the search area, specific location details are not being released at this time. Proceeds of any recoveries from this search area will be split with the government and project partner with an anticipated 88% of the net proceeds of the project retained by Odyssey.

“Enigma” Project

Odyssey and our wholly owned subsidiary, OVH, Inc. have executed agreements to provide project research and shipwreck search and survey services to Robert Fraser Marine Ltd and client companies of Robert Fraser & Partners LLP in return for cash payments and a significant back end interest in the project. Search operations on “Enigma” are expected to commence in November 2009.

To protect the security of the search area, specific location details are not being released at this time.

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Admiralty Legal Proceedings

An Admiralty arrest is a legal process in which Odyssey seeks recognition from the Court of Odyssey’s salvor-in-possession status for a specific shipwreck, site or cargo. It is the first legal step in establishing Odyssey’s rights to ownership or to a salvage award. Odyssey currently has six pending Admiralty arrest cases: two in the “Atlas” search area, one in the north Atlantic, the “Black Swan,” the “Firefly” and a 20^th century passenger liner in the Mediterranean.

Additional information regarding the admiralty legal proceedings for these arrests may be found in our Annual Report on Form 10-K for the year ended December 31, 2008. Only arrests with status updates since that report was filed are discussed below.

In the “Black Swan” case, on June 3, 2009, a Report and Recommendation (R&R) was filed by the Magistrate which recommended that Spain’s Motion to Dismiss the case be granted. Objections to the R & R could be made until July 21, 2009. Six separate Objections were filed before the deadline, including an Objection from Odyssey, Peru, and many claiming to be descendants of merchants who owned the private cargo on the Mercedes. Odyssey’s objection included arguments that:

• The applied legal standard of review is incorrect (i.e., the motion must be denied because the factual questions regarding jurisdiction are intertwined with the merits of the case).

• There is no coherent vessel located at the “Black Swan” site.

• There is clear and convincing evidence of the commercial nature of the Mercedes’ mission at the time of her demise which Odyssey believes legally nullifies the claim to sovereign immunity of that vessel.

• A distinction between cargo and vessel is allowed and even required by settled admiralty law.

• The majority of the coins aboard the Mercedes were merchant-owned, commercial cargo being shipped as freight for a fee and were never owned by Spain.

Spain filed a response to the Objections on August 31, 2009. Odyssey filed a reply to that response on October 15, 2009 reiterating that the R&R had applied the wrong legal standard of review and had incorrectly interpreted factual and legal issues. On October 14, 2009 Odyssey filed a response to a statement of interest filed in the case by the United States Department of Justice which, while not addressing the specific jurisdictional issue before the court, supported Spain’s argument that the Nuestra Senora de las Mercedes, would have been considered a sovereign vessel. The court denied Odyssey’s motion to file a declaration signed by the primary drafter of relevant legislation. A motion to file an amicus brief by members of Congress purporting to counter the DOJ filing was also denied. Filings on the jurisdictional issue are complete and the parties await a ruling from the Court.

In case number 8:06-cv-01685 (unidentified “Atlas” Arrest), on June 23, 2009, the court ordered Odyssey to file a brief report informing the court as to the status of Odyssey’s investigation of the site by November 6, 2009. All parties are to appear for a status conference in the case on November 9, 2009.

After reaching an agreement with the United Kingdom’s Ministry of Transportation, Odyssey filed a request on July 17, 2009, to dismiss without prejudice the Admiralty arrest action on the shipwreck believed to be Laconia (case number 8:08-cv-02219), and the case was closed on July 20, 2009. Also, Odyssey filed an Amended Arrest complaint on July 16, 2009, on the shipwreck believed to be Cairn Hill (case number 8:08-cv-02220) to exclude from the arrest any property on the vessel that was the property of the United Kingdom.

As part of a larger agreement with the United Kingdom including a salvage award for the cannon recovered to date from the site, on September 17, 2009, Odyssey filed a Motion for Leave to Dismiss the Admiralty Arrest Without Prejudice in the Victory admiralty action (case number 8:08-cv-01045). Although the admiralty case is U.S. Court has been closed, Odyssey continues discussions with the Ministry of Defence regarding future efforts at the site.

On June 25, 2009, Odyssey filed a motion to stay the proceedings on the shipwreck site believed to be SS Ancona (case number 8:07-cv-00616). The court had previously entered a default in the case, but rather than proceeding to judgment, Odyssey requested a stay of the proceedings to discuss with Italy any potential interests they may have in the wreck. Odyssey asked the court to stay the proceedings until the parties have concluded negotiations. The court has agreed to stay the proceedings until December 31, 2009, with a report due before January 6, 2010, and has administratively closed the case until that time.

On July 30, 2009, the Clerk of the Court entered a notice of default on the shipwreck believed to be the Marqise de Tornay (case number 8:08-cv-01044). This closes the time for claimants to come forward allowing us to proceed to a final judgment in the case.

We will continue to pursue prompt resolutions of all claims. If we are able to confirm that any entity has a potential legitimate legal claim to any of the materials recovered from these sites, we intend to provide legal notice to any and all potential claimants. Even if another entity is able to prove that it has an ownership interest in the shipwreck and/or cargo and that they had not legally abandoned the shipwreck, Odyssey would seek a salvage award from the Admiralty Court. In cases such as this, salvors are typically awarded up to 90% of the recovery.

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Critical Accounting Policies and Changes to Accounting Policies

There have been no material changes in our critical accounting estimates since December 31, 2008, nor have we adopted any accounting policy that has or will have a material impact on our consolidated financial statements.

Results of Operations

The dollar values discussed in the following tables, except as otherwise indicated, are approximations to the nearest $100,000 and therefore do not necessarily sum in columns or rows. For more detail refer to the Financial Statements in Part I, Item 1.

Three months ended September 30, 2009, compared to three months ended September 30, 2008

					2009 vs. 2008 Increase/(Decrease)
	2009		2008		$			%
Revenue	$	.8	$	2.2	$	(1.4	)	(62	)%
Cost of sales		.2		.2		.1		28	%
Marketing, general and administrative		2.1		2.5		(.4	)	(18	)%
Operations and research		2.9		6.1		(3.2	)	(53	)%
Total cost and expenses	$	5.2	$	8.8	$	(3.6	)	(41	)%

The explanations that follow are for the three months ended September 30, 2009, compared to the three months ended September 30, 2008.

Revenue

Revenue is generated through the sale of artifacts (including coins, artifacts and merchandise), exhibits, and beginning in the second quarter of 2008, expedition revenue associated with the production of a shipwreck exploration television series. The decrease in revenue of $1.4 million was primarily related to a decrease in expedition revenue associated with the production of the Treasure Quest television series. In April 2009, JWM Productions notified Odyssey that they wished to exercise their option for a second contract year on the “Expedition Agreement” which applied to Discovery’s Treasure Quest series. Filming for this second contract year is being focused on following our core operational schedule, which leaves Odyssey in sole control over operations. Consequently, the schedule has primarily consisted of “Tag Along Days” (as defined in the Expedition Agreement), therefore we expect to generate less expedition revenue associated with the production of the television series in 2009 than comparable periods of 2008.

While overall artifact and other sales were relatively flat over the period, the quantity of silver coins sold in 2009 increased by more than 50 percent versus the prior period primarily due to an increase in demand for SS Republic silver sets and Civil War era coins. Actual coin sales increased $.3 million in 2009. In 2008 artifact and other sales included a $.3 million non-coin sale.

Our exhibit sales were up 26 percent in 2009 due to the continued success of our SHIPWRECK! Pirates & Treasure exhibit which opened at Discovery Place in Charlotte, NC, on July 4, 2009 and will run through January 31, 2010, in the museum’s newly renovated exhibition hall.

Costs and Expenses

Cost of sales consists of shipwreck recovery costs, grading, conservation, packaging, and shipping costs associated with artifact and other sales. The primary cost component is from the sale of coins. Cost of sales for coins increased 28 percent during 2009 versus 2008 primarily because of more coins sold in 2009.

Marketing, general and administrative expenses primarily include all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expenses were $2.1 million in 2009 as compared to $2.5 million in 2008. The decrease of $.4 million was primarily attributable to lower outside professional service and legal expenses ($.2 million) and lower employee-related expenses ($.2 million) primarily related to accrued bonus expenses.

Operations and research expenses primarily include all costs within the following departments: Archaeology, Conservation, Research, and Marine Operations which include all vessel operations. Operations and research expenses were $2.9 million in 2009 as compared to $6.1 million in 2008. The $3.2 million decrease was primarily due to lower vessel operating expenses in 2009 versus 2008 ($3.1 million) and lower exhibit expenses ($.1 million). The lower vessel operating expenses were primarily attributable to not chartering additional vessels in 2009 ($1.7 million) and other favorable expenses including repairs and maintenance expenses for existing vessels ($.7 million), fuel costs ($.4 million) and other vessel operating expenses ($.3 million).

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Nine months ended September 30, 2009, compared to nine months ended September 30, 2008

					2009 vs. 2008 Increase/(Decrease)
	2009		2008		$			%
Revenue	$	1.9	$	3.6	$	(1.7	)	(48	)%
Cost of sales		.5		.5		—		9	%
Marketing, general and administrative		6.9		8.2		(1.3	)	(16	)%
Operations and research		8.9		13.8		(4.9	)	(35	)%
Total cost and expenses	$	16.4	$	22.6	$	(6.2	)	(27	)%

The explanations that follow are for the nine months ended September 30, 2009, compared to the nine months ended September 30, 2008.

Revenue

The decrease in revenue of $1.7 million was primarily related to a decrease in expedition revenue ($1.5 million) associated with the production of the Treasure Quest television series. In April 2009, JWM Productions notified Odyssey that they wished to exercise their option for a second contract year on the “Expedition Agreement” which applied to Discovery’s Treasure Quest series. Filming for this second contract year is being focused on following our core operational schedule, which leaves Odyssey in sole control over operations. Consequently, the schedule has primarily consisted of “Tag Along Days” (as defined in the Expedition Agreement), therefore we expect to generate less expedition revenue associated with the production of the television series in 2009 than comparable periods of 2008.

While overall artifact and other sales were down $.2 million in 2009 versus 2008, the quantity of silver coins sold in 2009 increased by more than 27 percent versus 2008 primarily due to the release of limited edition, numbered sets of SS Republic silver half dollars coupled with the continued roll out of sales programs across multiple distributors. Actual coin sales increased $.2 million in 2009. The decrease in artifact and other sales was attributable to $.3 million of non-coin other sales which occurred in 2008.

Costs and Expenses

Marketing, general and administrative expenses were $6.9 million in 2009 as compared to $8.2 million in 2008. The decrease of $1.3 million was primarily attributable to lower employee-related expenses ($.9 million) including contract labor and bonus accruals, lower outside professional services and legal expenses ($.2 million) and lower depreciation expenses ($.2 million).

Operations and research expenses were $8.9 million in 2009 as compared to $13.8 million in 2008. The $4.9 million decrease was primarily due to lower vessel operating expenses in 2009 versus 2008 primarily attributable to not chartering additional vessels in 2009 ($2.0 million) and other favorable expenses including repairs and maintenance expenses for existing vessels ($1.4 million), fuel costs ($.6 million) and other vessel operating expenses ($.9 million).

Liquidity and Capital Resources

Discussion of Cash Flows

Net cash used in operating activities for the first nine months of 2009 was $11.8 million. This amount primarily reflected an operating loss of $14.7 million and non-cash items including depreciation and amortization ($1.7 million) and share-based compensation ($1.6 million), a decrease in inventory, accounts receivable and other assets ($.9 million), offset in part by a decrease in accounts payable and accrued expenses ($1.3 million). Net cash used in operating activities for the first nine months of 2008 was $17.0 million. This amount primarily reflected an operating loss of $18.8 million offset in part by non-cash items including depreciation and amortization ($2.0 million) and share-based compensation ($1.5 million), a decrease in accrued expenses ($1.4 million) and inventory ($.5 million) and an increase in restricted cash ($.9 million) required by our credit facility and building mortgage with Fifth Third Bank.

Cash flows used in investing activities was $.5 million for the first nine months in 2009 which primarily reflected the purchase of property and equipment for our marine operations group which included extensive capitalized upgrades to the Ocean Alert ($.3 million). Cash used in investing activities in 2008 of $1.2 million primarily reflected purchase of property and equipment which included capitalized maintenance for extensive engine repairs and upgrades to the Ocean Alert ($.5 million), the purchase of a building (used primarily as a conservation lab and storage facility) for $1.0 million of which we financed $.8 million (net $.2 million), and $.5 million for property and equipment primarily vessel-related.

Cash flows provided by financing activities for the first nine months of 2009 were $5.7 million which included $5.1 million proceeds from the issuance and sale of common stock in May 2009 and $.8 million proceeds from the exercise of warrants to purchase preferred stock in the first quarter. Cash proceeds were offset in part by repayments of mortgage and loans payable of

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$.2 million. Cash flows provided by financing activities for the first nine months of 2008 were $10.2 million which primarily included $10.8 million from the issuance of common stock and exercise of warrants offset by net loan repayments of $.6 million. Loan proceeds of $5.0 million included $2.5 million from our line of credit and $2.5 million due to refinancing our corporate building with Fifth Third Bank in July 2008. The loan proceeds were offset by $5.6 million loan repayments which included $3.1 million for the prior building mortgage and equipment loan with Mercantile Bank in February 2008, and $2.5 million repayment of our line of credit.

Material Trends and Uncertainties

At September 30, 2009, we had cash and cash equivalents of $4.1 million, a decrease of $6.6 million from the December 31, 2008, balance of $10.7 million. Based upon our current expectations, we believe our cash and cash equivalents, cash generated from operations and existing credit facility will be sufficient to fund working capital requirements through the remainder of 2009. Our capacity to generate net income in future periods is dependent upon our success in recovering and monetizing high-value shipwrecks as well as the coins and artifacts from previous operations including the SS Republic and our ability to generate income from marketing products from other companies’ projects. While we have recovered more than 17 tons of silver coins and hundreds of gold coins and other artifacts from the “Black Swan” project, we will not have the ability to immediately monetize any recovered cargo until or if we receive title or a salvage award from the U.S. District Court. At the present time, we cannot determine how long that process may take. We have also identified at least one additional potential high value target, however until we successfully recover and acquire title to coins and artifacts, we will not be able to monetize any of this cargo in the short term. If cash flow is not sufficient to meet our projected business plan requirements, we will be required to raise additional capital in 2009 and beyond and/or curtail expenses. While we have been successful in raising the necessary funds in the past, there can be no assurance that we can continue to do so.

On November 6, 2009, we filed a shelf registration statement with the SEC which, when declared effective by the SEC, will enable us to sell common stock, preferred stock, debt securities, and/or warrants in one or more offerings up to a total dollar amount of $50,000,000.

New Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165, now incorporated in the ASC Topic Subsequent Events, is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2009 and will be applied prospectively. SFAS No. 165 is consistent with current practice and does not have any impact on the Company’s results of operations, financial condition or liquidity. See Note A for required disclosure.

In June 2009, the FASB issued SFAS No. 168, The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles. This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. As the Codification was not intended to change or alter existing GAAP, it will not have any impact on Odyssey’s consolidated financial statements.

Off-Balance Sheet Arrangements

We do not engage in off-balance sheet financing arrangements. In particular, we do not have any interest in so-called limited purpose entities, which include special purpose entities (SPEs) and structured finance entities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. Our revolving credit facility and primary mortgage bear interest at variable rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the principal amount of such indebtedness remained the same. Interest on both of these debt instruments are equal to prime plus basis points as described in NOTE G. An increase in the prime rate could have an adverse effect on our operating cash flows and financial condition, but we believe it would not be material. We do not believe we have other material market risk exposure and have not entered into any market risk sensitive instruments to mitigate these risks or for trading or speculative purposes.

18

ITEM 4. CONTROLS AND PROCEDURES

Odyssey maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of Odyssey’s management, including the chief executive officer (CEO) and chief financial officer (CFO), of the effectiveness of our disclosure controls and procedures, the CEO and CFO have concluded that Odyssey’s disclosure controls and procedures are effective. There have been no significant changes in the Company’s internal controls over financial reporting during the third quarter of 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is not currently a party to any material litigation other than the admiralty proceedings described in this report. From time to time in the ordinary course of business, the Company may be subject to or may assert a variety of claims or lawsuits.

See the information set forth under the heading “Operational Update – Admiralty Legal Proceedings” in Part I, Item 2 of this report for disclosure regarding certain admiralty legal proceedings in which Odyssey is involved. Such information is hereby incorporated by reference into this Part II, Item 1.

ITEM 1A. Risk Factors

For information regarding risk factors, please refer to Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Except as set forth below, there are no material changes from the disclosure provided in the Form 10-K for the year ended December 31, 2008, with respect to the Risk Factors. Investors should consider the Risk Factors prior to making an investment decision with respect to the Company’s securities.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 28, 2009, we issued 250,000 shares of common stock to one accredited investor upon conversion of 250,000 shares of Series D Convertible Preferred Stock. During the three-month period ended June 30, 2009, we issued 4,241,200 shares of common stock to two accredited investors upon conversion of 4,241,200 shares of Series D Convertible Preferred Stock. On October 1, 2009, we issued 700,000 shares of common stock to one institutional investor upon conversion of 700,000 outstanding shares of the Odyssey’s Series D Convertible Preferred Stock.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

ITEM 5. Other Information

Appointment of Board of Director

On November 3, 2009, Odyssey’s board of directors appointed Jon D. Sawyer to the board, filling the vacancy created by the unexpected passing of George A. Knuttson in July 2009. Mr. Sawyer, age 63, has been of counsel to Jin, Schauer & Saad, LLC, a Denver, Colorado law firm, since March 2009. From January 1996 to March 2009, he was a co-owner of Professional Recovery Systems, LLC, a privately held financial services firm, where he was employed in various capacities, including president and general counsel. From November 1996 to June 2007, Mr. Sawyer was a partner in Krys Boyle P.C., a Denver, Colorado law firm. In prior years, Mr. Sawyer served as a trial attorney with the Denver regional office of the SEC where he handled enforcement cases and reviewed registration statements. Mr. Sawyer holds a B.S. degree in Statistics and a J.D. degree from the University of Wyoming. Mr. Sawyer will serve on Odyssey’s audit, compensation and governance committees.

19

ITEM 6. Exhibits

10.1	Sale of Research File Relating to the Project Enigma dated November 5, 2009 between the Company and the purchaser (Filed herewith electronically)
10.2	Uniform Time Charter Party For Offshore Service Vessels dated November 5, 2009, between OVH, Inc. and the Charterer (Filed herewith electronically)
10.3	Enigma Completion Agreement dated November 5, 2009, between the Company and the other parties thereto (Filed herewith electronically)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith electronically)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith electronically)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Filed herewith electronically)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Filed herewith electronically)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ODYSSEY MARINE EXPLORATION, INC.
Date: November 6, 2009	By:	/s/ Michael J. Holmes
		Michael J. Holmes, Chief Financial
		Officer and Authorized Officer

20

EX-10.1

Exhibit 10.1

DATED: November 5, 2009

SALE OF RESEARCH FILE

RELATING TO THE PROJECT “ENIGMA”

(1) ODYSSEY MARINE EXPLORATION INC.

(2) CHARLESWORTH MARINE LIMITED

This Agreement is made on the 5th day of November 2009

between:

(1) Odyssey Marine Exploration Inc. (“Odyssey”), a company incorporated in the State of Nevada, USA, with company file number C18418-97, whose registered address is 5215 W Laurel Street, Tampa, Florida, USA 33607 and

(2) Charlesworth Marine Limited (“Charlesworth”), a company incorporated in Guernsey with company number 47265, whose registered address is at Frenchay House, 31-33 Hauteville, St Peter Port, Guernsey GY1 1DJ.

Whereas:

a. Charlesworth, through Global Marine Search Ltd ("Global") is about to contract (“the Search Contract”) with OVH Inc. (“OVH”) to undertake the search for the wreck code-named Enigma (the “Enigma Wreck”);

b. Odyssey has developed a comprehensive research file on the Enigma Wreck (the “Research File” – see Definitions below);

c. Odyssey wishes to sell and Charlesworth wishes to buy the Confidential Information (See Definitions below) on the terms and conditions set out below; and

d. Charlesworth intends, following its acquisition of the Confidential Information from Odyssey, to use it for the Enigma Wreck search project in conjunction with OVH.

Definitions:

(i) The Research File is defined as:

All the historical information compiled by Odyssey relating to the vessel code-named Enigma, which has been confidentially identified to Charlesworth by Odyssey in a letter separate from this Agreement.

The Research File includes the following information:

1. Name of Vessel with particulars of the voyage

2. Historical significance of the Vessel and context of the sinking

3. Description of cargo estimated to be on the Vessel

4. Analysis of survey area

5. Summary of Research Documentation

(ii) Confidential Information means the Research File together with all the additional information provided and made available by Odyssey to Charlesworth in hard copy or soft copy or otherwise relating to the whereabouts of the Enigma Wreck; as well as data regarding the partially completed search area including unexamined potential targets;

(iii) Search shall mean the initial search for the Enigma Wreck, to be undertaken by Charlesworth under the Search Contract in conjunction with Global Marine Search Limited which will charter the search vessel from OVH to Charlesworth. The Search is expected to start during October 2009 and to take no more than six months.

It is hereby agreed between the Parties as follows:

1. Sale Consideration and Terms

1.1 Odyssey hereby sells the Confidential Information and the exclusive right to its use to Charlesworth in consideration of the payment by Charlesworth to Odyssey in the sum of £6,500,000 (six million, five hundred thousand pounds sterling), payable as to:

(i) £485,000, by wire transfer on the execution of this Agreement;

(ii) The balance of £ 6,015,000 (six million, and fifteen thousand pounds) shall be paid to Odyssey at the rate of 40.44% of the Net Proceeds, if any, of the sale or other realisation of the Enigma Cargo and Artefacts, pari passu with payments made from Net Proceeds in accordance with the search contract for the Enigma project executed in conjunction with this Agreement, until paid in full.

The Net Proceeds is the amount received from sales less payment for the actual recovery and subsequent storage, security, cleaning, cataloguing, other marketing and sale costs and other associated costs (the “Recovery Costs”). The Recovery Costs will be recouped by the party that paid them from 100% of the first proceeds arising from the sale or other realisation of the Enigma Cargo and Artefacts.

(iii) After payment in full of the amount stated in 1.1(i) and (ii), Odyssey shall receive 15% of Net Proceeds of the sale or other realisation of the Enigma Cargo and Artefacts for as long as there are proceeds from the Enigma project.

1.2 Charlesworth hereby grants to Odyssey, a pre-emption right over the Confidential Information, giving Odyssey the preferential right to repurchase the Confidential Information at a price equal to any offer of purchase from an independent party acting at arms’ length.

1.3 Charlesworth undertakes to commence the Search within a period of 6 months from the date of this Agreement. In the event that this does not take place within the period of one year from the date of this Agreement, Charlesworth shall be deemed to have failed in its undertaking (see 1.4 below). In the event that the Search is undertaken and proves unsuccessful, i.e., the wreck is not found, Charlesworth agrees that it will organise and undertake a further search for the Enigma Wreck within six months of the date on which the previous Search terminates. If such search proves unsuccessful, Charlesworth agrees to organise yet another search for the Enigma Wreck within six months of the termination of that search and so on. At any time that Charlesworth has failed to conduct a Search under this Agreement for a period of six months from the termination of the last Search, and the Enigma Wreck has not been found, Charlesworth will be deemed to have failed in its undertaking.

1.4 In the event that Charlesworth fails in this undertaking, Charlesworth agrees to return forthwith the Confidential Information, together with any copies thereof, to Odyssey

on the date on which Charlesworth will have failed in its undertaking and will not require any payment from Odyssey for return of the Confidential Information. In the event that the Enigma Wreck is found, whether or not it is deemed commercial to recover, Charlesworth shall retain all rights to the Confidential Information.

In the event that the Confidential Information is returned to Odyssey, other than by the failure of Charlesworth to undertake any Search, Odyssey agrees that it will not, directly or indirectly undertake, participate in or organise any further Search for the Enigma for a period of 5 years. In the event Charlesworth fails in its undertaking, Charlesworth and any entity to which the Confidential Information is transferred in accordance with this Agreement, agrees that it will not, directly or indirectly undertake, participate in or organise any further Search for the Enigma for a period of 5 years.

2 Limitations on Sale

2.1 Charlesworth may not further sell the Research File or any of the Confidential Information to a third party without the written consent of Odyssey. Charlesworth may sell the Confidential Information to Enigma Research Limited (“ERL”) provided that ERL, Nimrod and the Partnership (see below) shall be bound with Charlesworth by all the provisions of this Agreement. It is further agreed that ERL may then contribute the Confidential Information to the Enigma Marine Search LLP (“the Partnership”), a partnership between ERL and Nimrod Marine Limited (“Nimrod”), as capital, provided that this is to enable the Partnership to contract with Charlesworth to undertake the search for the Enigma Wreck.

2.2 In the event of a sale by Charlesworth to ERL or any other party, Charlesworth shall retain a pre-emption right over the Confidential Information on the same terms as provided in clause 1.2 and 1.3 above and it hereby undertakes to exercise such pre-emption right in a timely way at the request of Odyssey who thereby remains bound to exercise their pre-emption right provided in clause 1.2 above at the same price as is payable under the Charlesworth pre-emption right. In the event that such pre-emption right is exercised, the amount in 1.1(ii) shall become immediately payable to Odyssey.

2.3 In the event of a sale by Charlesworth, the purchaser, and any subsequent purchaser, shall be bound by the terms of this agreement and assume all the rights and obligations of Charlesworth contained herein, including the provisions of clause 1.3 above.

3. Warranties, Indemnities and Covenants

3.1 Odyssey warrants that it is the exclusive owner of the Confidential Information (except for that which is in the public domain) and has the right and authority to enter into this agreement.

3.2 Odyssey covenants with Charlesworth that it will not use the Confidential Information or any part thereof during the currency of this agreement for the purpose of assisting

another party, other than Charlesworth or, OVH or any assignee of OVH. Charlesworth shall procure that no assignment shall be made in relation to the search for the Enigma Wreck without the prior written consent of Odyssey in the search for the Enigma Wreck referred to in “Whereas” clause a above other than as referenced in clause 2.1 above. Such consent shall not be unreasonably withheld.

3.3 Odyssey agrees that, in the event that it should use the Confidential Information, or any part thereof, for purposes referred to in clause 4.2 above, which result in the discovery and recovery of the Enigma Wreck and its cargo, it will secure and deliver to Charlesworth 50% of the net profits arising from such recovery, in full and final satisfaction of any and all claims against Odyssey under this or any related Agreements.

4. Confidentiality

4.1 Until such time as the wreck has been salvaged and all debts repaid under the Enigma agreements, Charlesworth agrees:

4.1.1 to treat the Confidential Information as strictly private and confidential and agrees to take all reasonable precautions to maintain the status as such;

4.1.2 not to disclose or make available any part of the Confidential Information to any third party without the written consent of Odyssey other than by ERL or Nimrod through the provision of the Information Memoranda prepared by ERL and Nimrod to interested investors; and

4.1.3 not to make commercial use of the Confidential information other than in conjunction with Odyssey.

5. Counterparts

5.1 This Agreement may be executed in separate counterparts by the Parties, and each counterpart shall when executed and delivered be an original document, but all counterparts shall together constitute one and the same instrument.

5.2 The Sale contemplated by this Agreement shall occur at such time as this document is executed by the respective parties and the amount specified in 1.1(i) due on contract is disbursed to Odyssey. Odyssey shall ship the Research File to Charlesworth by Federal Express delivery within two business days thereafter

6. Governing Law

6.1 This agreement and all matters arising therefrom shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

Signed by the Parties this day and year first above written:

Signed by:
	)
On behalf of Odyssey	)	/s/ Greg Stemm
Marine Exploration Inc	)	Greg Stemm - CFO
Signed by:
	)
On behalf of Charlesworth	)	/s/ N. Harris
Marine Limited	)	N. Harris - Director

EX-10.2

Exhibit 10.2

Exhibit 10.2

Copyright, published by Adopted by Issued by The Documentary Committee of

The Baltic and International Maritime Council (BIMCO), Copenhagen International Support Vessel Owners The Baltic and International Maritime Council (BIMCO), Copenhagen

September 1989 Association (ISOA), London (First edition published 1975)

Printed by BIMCO’s idea REVISED 1989

1. Place and date UNIFORM TIME CHARTER PARTY

CHELMSFORD, OCTOBER 2009 FOR OFFSHORE SERVICE VESSELS

CODE NAME: “SUPPLYTIME 89” [GRAPHIC APPEARS HERE]

PART I

2. Owners/Place of business (full style, address and telex/telexfax no.) (Cl. 1(a)) 3. Charterers/Place of business (full style, address and telex/telexfax no.) (CI. 1(a))

OVH INC GLOBAL MARINE SEARCH LIMITED

1555 E FLAMINGO RD NEW SAXON HOUSE

#155 1 WINSFORD WAY

LAS VEGAS BOREHAM INTERCHANGE

NV 89119 CHELMSFORD

ESSEX, CM2 5PD

TEL: +44 (0)1245 702000

FAX: +44 (0) 1245 702209

4. Vessel’s name (CI. 1(a)) 5. Date of delivery (CI. 2(a)) 6. Cancelling dale (CI. 2(a) and (c))

M/V OCEAN ALERT OCTOBER, 2009 OR OTHER 20 DAYS AFTER DATE

DATE AS MAY BE MUTUALLY EVENTUALLY AGREED IN

AGREED BOX 5

7. Port or place of delivery (CI. 2(a)) 8. Port or place redelivery/notice of redelivery (CI. 2(d))

t.b.a.

t.b.a.

(i) Port or place of redelivery

20 (TWENTY)

(ii) Number of days notice of redelivery

9 Period of hire (Cl. 1(a)) 10. Extension of period of hire (optional) (Cl. 1(b))

AS PER SEARCH ASSIGNMENT see ANNEX D

N/A

(i) Period of extension

N/A

(ii) Advance notice for declaration of option (days)

11. Automatic extension period to complete voyage or well (CI. 1(c)) 12. Mobilisation charge (lump sum and when due) (CI. 2(b)(1))

N/A N/A

(i) Voyage or well (state which) (i) Lump sum

N/A N/A

(ii) Maximum extension period (state number of days) (ii) When due

13. Port or place of mobilisation (CI. 2(b)(1))

AS BOX 8

14. Early termination of charter (state amount of hire payable) (CI. 26(a)) 15. Number of days notice of early 16. Demobilisation charge (lump sum) (CI.

AS PER SEARCH ASSIGNMENT see ANNEX D termination (Cl. 26(a)) 2(e) and Cl. 26(a))

30 (THIRTY) N/A

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“SUPPLYTIME 89” UNIFORM TIME CHARTER PARTY FOR OFFSHORE SERVICE VESSELS PART I

17. Area of operation (CI. 5(a))

AS PER SEARCH ASSIGNMENT see ANNEX D

18. Employment of vessel restricted to (state nature of service(s)) (CI. 5(a))

IN SUPPORT OF CHARTERERS SEARCH ASSIGNMENT, ALWAYS WITHIN THE SAFE CAPABILITIES AND CAPACITIES OF THE VESSEL

19. Charter hire (state rate and currency) (CI. 10(a) and (d))

£7,503,900 (SEVEN MILLION, FIVE HUNDRED AND THREE THOUSAND, NINE HUNDRED BRITISH POUNDS STERLING) IN ACCORDANCE WITH THE COMPLETION AGREEMENT

20. Extension hire (if agreed, state rate) (CI. 10(b)) N/A

21. Invoicing for hire and other payments (CI. 10(d))

22. Payments (state mode and place of payment; also state beneficiary and bank account) (CI. 10(e))

IN ACCORDANCE WITH THE COMPLETION AGREEMENT

(i) state whether to be issued in advance or arrears

IN ACCORDANCE WITH THE COMPLETION AGREEMENT

(ii) state to whom to be issued if addressee other than stated in Box 2 N/A

(iii) state to whom to be issued if addressee other than stated in Box 3 N/A

23. Payment of hire, bunker invoices and disbursements for Charterers’ account (state maximum number of days) (CI. 10(e))

IN ACCORDANCE WITH THE COMPLETION AGREEMENT

24. Interest rate payable (CI. 10(e)) 2% ABOVE PREVAILING BARCLAYS BANK plc RATE

25. Maximum audit period (CI. 10(f)) N/A

26. Meals (state rate agreed) (CI. 5(c)(i)) N/A

27. Accommodation (state rate agreed) (CI. 5(c)(1))

N/A

28. Mutual Waiver of Recourse (optional, state whether applicable) (CI. 12(f)) NOT APPLICABLE

29. Sublet (state amount of daily increment to charter hire) (CI. 17(b)) N/A

30. War (state name of countries) (CI. 19(e)) MIDDLE EAST

31. General average (place of settlement - only to be filled in if other than London)

(CI. 21)

32. Breakdown (state period) (CI. 26(b)(v)) 5 DAYS

33. Law and arbitration (state CI. 31(a) or 31(b) or 31(c), as agreed; if CI. 31(c) agreed also state place of arbitration) (CI. 31)

CL 31(a)

34. Numbers of additional clauses covering special provisions, if agreed N/A

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“SUPPLYTIME 89” UNIFORM TIME CHARTER PARTY FOR OFFSHORE SERVICE VESSELS PART I

35. Names and addresses for notices and other communications required to be given by 36. Names and addresses for notices and other communications required to be given by

the Owners (CI. 28) the Charterers (CI. 28)

Sandra Hayes David Morris

sandra.hayes@globalmarinesystems.com dam@shipwreck.net

address as per box 3 5215 W Laurel Street

Copied to Tampa

Nicholas Pilbrow Florida

nicholaspilbrow@robertfraser.co.uk USA 33607

It is mutually agreed that this Contract shall be performed subject to the conditions contained in the Charter consisting of PART I, including additional clauses if any agreed and stated in Box 34, and PART II as well as ANNEX “A”, and ANNEX “B”, ANNEX “D” and ANNEX “E” as annexed to this Charter. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II and ANNEX “A” and ANNEX “B” to the extent of such conflict but no further. ANNEX “C” as annexed to this Charter is optional and shall only apply if expressly agreed and stated in Box 28.

Signature (Owners)

Signature (Charterers)

[GRAPHIC APPEARS HERE], President /s/ G. RUHAN, DIRECTOR GLOBAL MARINE SEARCH LIMITED

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “A” to Uniform Time Charter Party for Offshore Service Vessels Page 1 of 4:

Code Name: “SUPPLYTIME 89” - dated 2009 Relevant provisions are on page 3 and [GRAPHIC APPEARS HERE]

VESSEL SPECIFICATION

1. General

(a) Owner: Name:

Address:

(b) Operator: Name:

Address:

(c) Vessel’s Name: Builder:

(d) Year built:

(e) Type:

(f) Classification and Society:

(g) Flag:

(h) Date of next scheduled drydocking:

2. Performance

(a) Certified Bollard Pull (Tonnes)

(b) Speed/Consumption (Non-Towing)

(Approx. Daily Fuel Consumption)

(Fair Weather)

Max Speed: Kts (app.) Tonnes

Service Speed: Kts (app.) Tonnes

Standby (main engines secured) Tonnes

(c) Approx. Towing/Working Fuel Consumption

Engine Power 100% Tonnes

(d) Type(s) and Grade(s) of Fuel Used:

3. Dimensions and Capacities/Discharge Rates:

(a) L.O.A. (m): Breadth (m): Depth (m):

Max Draught (m):

(b) Deadweight (metric tons):

Discharge Rate

(c) * Cargo Fuel max (m3): /hr at head

(d) * Drill Water max (m3): /hr at head

(e) Potable Water (m3): /hr at head

(f) Dry Bulk (m3/cu.ft): in Tanks /hr at head

(g) Liquid Mud (m3/barrels): /hr at head

(max. SG)

State type of recirculation system i.e.

mechanical agitation, centrifugal pumps etc.

(h) Cargo Deck Area (m2): Capacity (m.t.):

Length (m) x Breadth (m):

Load Bearing Capacity

(i) Heavy Weight Brine (m3/barrels):

(max. SG) /hr at head

* Multipurpose Tanks yes/no:

4. Machinery

(a) BHP Main Engines:

(b) Engine Builder:

(c) Number of Engines and Type:

(d) Generators:

(e) Stabilisers:

(f) Bow Thruster(s):

(g) Stern Thruster(s):

(h) Propellers/Rudders:

(i) Number and Pressure Rating of Bulk Compressors:

(j) Fuel Oil Metering System:

5. Towing and Anchor Handling Equipment

(a) (i) Stern Roller (Dimensions):

(ii) Anchor Handling/Towing Winch:

(iii) Rig Chain Locker Capacity (linear feet of

3 in. Chain):

(iv) Tugger Winches:

(v) Chain Stopper Make and Type:

(b) (i) Towing Wire:

(ii) Spare Towing Wire:

(iii) Work Wire:

(iv) Spare Work Wire:

(v) Other Anchor Handling Equipment

(e.g. Pelican Hooks, Shackles, Stretchers etc.):

6. Radio and Navigation Equipment

(a) Radios

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Page 2 of 4:

Relevant provisions are on page 3 and 4.

ANNEX A

VESSEL SPECIFICATION

Single Side Band:

VHF:

Satcom:

(b) Electronic Navigation Equipment:

(c) Gyro:

(d) Radar:

(e) Autopilot:

(f) Depth Sounder:

7. Fire Fighting Equipment

(a) Class (FF1, FF2, FF3, other):

(b) Fixed:

(c) Portable:

8. Accommodation

(a) Crew: (b) Passengers:

9. Galley

(a) Freezer Space (m3):

(b) Cooler (m3):

10. Additional Equipment

(a) Mooring Equipment:

(b) Joystick:

(c) Other:

11. Standby/Survivor Certificate Yes/No

Nos:

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Page 3 of 4:

Relevant provisions are on page 3 and 4.

ANNEX A

VESSEL SPECIFICATIONS

1. General

(a) Owner OVH, Inc., c/o

Odyssey Marine Exploration Inc. 5215 West Laurel Street, 2nd Floor Tampa, FL 33607 USA

(c) Ocean Alert Davie Yard, Canada

(d) 1968

(e) Survey Research Vessel

(f) 2 IRS 7006780

(g) Sierra Leone

2. Performance:

(b) Max. Speed: 10 Kts 12 Tonnes Service Speed: Kts 12 Tonnes

(c) Fuel Consumption: 4 tons/day in survey mode

(d) Fuel type: MGO, DMA (Max 0.1 % sulphur)

3. Dimensions and Capacities/Discharge Rates:

(a) L.O.A. 71.40m Breadth: 12.20m Dept: 4.8m Max Draught: 4.8m

(b) Deadweight: 600 metric tons

(h) Cargo Deck Area: m Capacity: m

Length x Breadth: 71.40m x 12.20m

4. Machinery:

(a) BHP Main Engines: 2 x 2640

(b) Engine Builder: Fairbanks Morse

(c) Number/Type Engines: 2 Fairbanks

(d) Generators: 2 x CAT 365 kw

1 x Cummins 275 kw

(e) Stabilisers: N/A

(f) Bow Thrusters: 200 hp hydro electric

(g) Stern Thrusters: N/A

(h) Propellers/Rudders: 2x4 Blade CCP Kamewa Semi Balanced (j) Fuel Oil Metering: flow meter

Page 4 of 4:

Relevant provisions are on page 3 and 4.

5. Towing and Anchor Handling Equipment

(a) (ii) Anchor Handling/Towing Winch:

Anchor: 2 stockless bower 3100 pounds Chains: Grade U3(a) nominal diameter 34mm, length of link 204mm x breadth 122mm; total length of chain: 24.7 x 8 length

(iii) Rig Chain Capacity: 444 cubic feet

6. Radios and Navigation Equipment

(a) Radio: VHF: Full GMDSS Satcom: Fleet 77

(b) Electronic Nav Equip: Furuno GPS Plotter Electronic Chart Computer, Inmarsat C System

(c) Gyro: Sperry Gyro SR 120

(d) Radar: 1 x Furuno 21110 1 x Marine Radar 1832

(e) Autopilot: Sperry, 3 Station Contacts

(f) Depth Sounder: 2-1 Furuno, Atlas Deso 30 Kodan depth sounder

7. Fire Fighting Equipment

(b) Fixed: yes

(c) Portable: yes

8. Accommodation

(a) Crew: 17 (b) Passengers: 45 total 40 beds – single and double cabins

9. Gallery

Domestic refrigeration, cooling and frozen room Capacity 15 day provision/21 person

ANNEX “B” to Uniform Time Charter Party for Offshore Service Vessels

Code Name: “SUPPLYTIME 89” - - dated OCTOBER 2009 [GRAPHIC APPEARS HERE]

INSURANCE

Insurance policies (as applicable) to be procured and maintained by the Owners under Clause 14:

(1) Marine Hull Insurance. – Hull and Machinery Insurance shall be provided with limits equal to those normally carried by the Owners for the Vessel.

(2) Protection and Indemnity (Marine Liability) Insurance. – Protection and Indemnity or Marine Liability insurance shall be provided for the Vessel with a limit equal to the value under paragraph 1 above or U.S. $5 million, whichever is greater, and shall include but not be limited to coverage for crew liability, third party bodily injury and property damage liability, including collision liability, towers liability (unless carried elsewhere).

(3) General Third Party Liability Insurance. – Coverage shall be for: Bodily Injury USD$1,000,000 per occurrence person Property Damage USD$1,000,000 per occurrence.

(4) Workmen’s Compensation and Employer’s Liability Insurance for Employees. – Covering non-employees for statutory benefits as set out and required by local law in area of operation or area in which the Owners may become legally obliged to pay benefits.

(5) Comprehensive General Automobile Liability Insurance. – Covering all owned, hired and non-owned vehicles, coverage shall be for:

Bodily Injury According to the local law.

Property Damage In an amount equivalent to

single limit per occurrence.

(6) Such other insurances as may be agreed.

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX “C” to Uniform Time Charter Party for Offshore Service Vessels

Code Name: “SUPPLYTIME 89” dated OCTOBER 2009 [GRAPHIC APPEARS HERE]

AGREEMENT FOR MUTUAL INDEMNITY AND WAIVER OF RECOURSE

(Optional, only applicable if stated in Box 28 in PART I)

This Agreement is made between the Owners and the Charterers and is premised on the following:

(a) The Charterers and the Owners have entered into a contract or agreement dated as above regarding the performance of work or service in connection with the Charterers’ operations offshore (“Operations”);

(b) The Charterers and the Owners have entered into, or shall enter into, contracts or agreements with other contractors for the performance of work or service in connection with the Operations;

(c) Certain of such other contractors have signed, or may sign, counterparts of this Agreement or substantially similar agreements relating to the operations (“Signatory” or collectively “Signatories”); and

(d) The Signatories wish to modify their relationship at common law and avoid entirely disputes as to their liabilities for damage or injuries to their respective property or employees;

In consideration of the premises and of execution of reciprocal covenants by the other Signatories, the Owners agree that:

1. The Owners shall hold harmless, defend, indemnify and waive all rights of recourse against the other Signatories and their respective subsidiary and affiliate companies, employees, directors, officers, servants, agents, invitees, vessel(s), and insurers, from and against any and all claims, demands, liabilities or causes of action of every kind and character, in favour of any person or party, for injury to, illness or death of any employee of or for damage to or loss of property owned by the Owners (or in possession of the Owners by virtue of an arrangement made with an entity which is not a Signatory) which injury, illness, death, damage or loss arises out of the Operations, and regardless of the cause of such injury, illness, death, damage or loss even though caused in whole or in part by a pre-existing defect, the negligence, strict liability or other legal fault of other Signatories.

2. The Owners (including the Vessel) shall have no liability whatsoever for injury, illness or death of any employee of another Signatory under the Owners’ direction by virtue of an arrangement made with such other Signatory, or for damage to or loss of property of another Signatory in the Owners’ possession by virtue of an arrangement made with such other Signatory. In no event shall the Owners (including the Vessel) be liable to another Signatory for any consequential damages whatsoever arising out of or in connection with the performance or non-performance of this Agreement, including, but not limited to, loss of use, loss of profits, shut in or loss of production and cost of insurance.

3. The Owners undertake to obtain from their insurers a waiver of rights of subrogation against all other Signatories in accordance with the provisions of this Agreement governing the mutual liability of the Signatories with regard to the Operations.

4. The Owners shall attempt to have those of their sub-contractors which are involved in the Operations become Signatories and shall promptly furnish the Charterers with an original counterpart of this Agreement or of a substantially similar agreement executed by its sub-contractors.

5. Nothing contained in this Agreement shall be construed or held to deprive the Owners or the Charterers or any other Signatory as against any person or party, including as against each other, of any right to claim limitation of liability provided by any applicable law, statute or convention, save that nothing in this Agreement shall create any right to limit liability. Where the Owners or the Charterers or any other Signatory may seek an indemnity under the provisions of this Agreement as against each other in respect of a claim brought by a third party, the Owners or the Charterers or any other Signatory shall seek to limit their liability against such third party.

6. The Charterers shall provide the Owners with a copy of every counterpart of this Agreement or substantially similar agreement which is executed by another Signatory pertaining to the Operations, and shall, in signing this, and in every counterpart of this Agreement, be deemed to be acting as agent or trustee for the benefit of all Signatories.

7. This Agreement shall inure to the benefit of and become binding on the Owners as to any other Signatories on the later of the date of execution by the Owners and the date of execution of a counterpart of this Agreement or a substantially similar agreement by such other Signatory pertaining to the Operations.

8. Any contractor, consultant, sub-contractor, etc., performing work or service for the Charterers or another Signatory in connection with the Operations which has not entered into a formal contract for the performance of such work or service may nevertheless become a Signatory by signing a counterpart of this Agreement or a substantially similar agreement which shall govern, as to the subject of this Agreement, the relationship between such new Signatory and the other Signatories and also by extension its relations with the Charterers.

9. This Agreement may be executed in any number of counterparts or substantially similar agreements as necessary but all such counterparts shall together constitute one legal instrument.

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

1. Period 1

(a) The Owners stated in Box 2 let and the Charterers stated in Box 3 hire the 2 Vessel named in Box 4, as specified in ANNEX “A” (hereinafter referred to as 3 “the Vessel”), for the period as stated in Box 9 from the time the Vessel is 4 delivered to the Charterers. 5

(b) Subject to Clause 10(b), the Charterers have the option to extend the 6 Charter Period in direct continuation for the period stated in Box 10(i), but 7 such an option must be declared in accordance with Box 10(ii). 8

(c) The Charter Period shall automatically be extended for the time required 9 to complete the voyage or well (whichever is stated in Box 11(i)) in progress, 10 such time not to exceed the period stated in Box 11(ii). 11

2. Delivery and Redelivery 12

(a) Delivery. - Subject to sub-clause (b) of this Clause the Vessel shall be 13 delivered by the Owners free of cargo and with clean tanks at any time 14 between the date stated in Box 5 and the date stated in Box 6 at the port or 15 place stated in Box 7 where the Vessel can safely lie always afloat. 16

(b) Mobilisation. (i) The Charterers shall pay a lump sum as stated in Box 12 17 without discount by way of mobilisation charge in consideration of the 18 Owners giving delivery at the port or place stated in Box 7, The mobilisation 19 charge shall not be affected by any change in the port or place of mobilisation 20 from that stated in Box 13. 21

(ii) Should the Owners agree to the Vessel loading and transporting cargo 22 and/or undertaking any other service for the Charterers on route to the port of 23 delivery or from the port of redelivery, then all terms and conditions of this 24 Charter Party shall apply to such loading and transporting and/or other 25 service exactly as if performed during the Charter Period excepting only that 26 any lump sum freight agreed in respect thereof shall be payable on shipment 27 or commencement of the service as the case may be, the Vessel and/or goods 28 lost or not lost. 29

(c) Cancelling. - If the Vessel is not delivered by midnight local time on the 30 cancelling date stated in Box 6, the Charterers shall be entitled to cancel this 31 Charter Party. However, if despite the exercise of due diligence by the 32 Owners, the Owners will be unable to deliver the Vessel by the cancelling 33 date, they may give notice in writing to the Charterers at any time prior to the 34 delivery date as stated in Box 5, and shall state in such notice the date by 35 which they will be able to deliver the Vessel. The Charterers may within 24 36 hours of receipt of such notice give notice in writing to the Owners cancelling 37 this Charter Party. If the Charterers do not give such notice, then the later date 38 specified in the Owners’ notice shall be substituted for the cancelling date for 39 all the purposes of this Charter Party. In the event the Charterers cancel the 40 Charter Party, it shall terminate on terms that neither party shall be liable to 41 the other for any losses incurred by reason of the non-delivery of the Vessel 42 or the cancellation of the Charter Party 43

(d) Redelivery. - The Vessel shall be redelivered on the expiration or earlier 44 termination of this Charter Party free of cargo and with clean tanks at the port 45 or place as stated in Box 8(i) or such other port or place as may be mutually 46 agreed. The Charterers shall give not less than the number of days notice in 47 writing of their intention to redeliver the Vessel, as stated in Box 8(ii). 48

(e) Demobilisation. - The Charterers shall pay a lump sum without discount in 49 the amount as stated in Box 16 by way of demobilization charge which amount 50 shall be paid on the expiration or on earlier termination of this Charter Party. 51

3. Condition of Vessel 52

(a) The Owners undertake that at the date of delivery under this Charter Party 53 the Vessel shall be of the description and classification as specified in ANNEX 54 “A”, attached hereto, and undertake to so maintain the Vessel during the 55 period of service under this Charter Party. 56

(b) The Owners shall before and at the date of delivery of the Vessel and 57 throughout the Charter Period exercise due diligence to make and maintain 58 the Vessel tight, staunch, strong in good order and condition and, without 59 prejudice to the generality of the foregoing, in every way fit to operate 60 effectively at all times for the services as stated in Clause 5. 61

4. Survey 62

The Owners and the Charterers shall jointly appoint an independent surveyor 63 for the purpose of determining and agreeing in writing the condition of the 64 Vessel, any anchor handling and towing equipment specified in Section 5 of 65 ANNEX “A”, and the quality and quantity of fuel, lubricants and water at the 66 time of delivery and redelivery hereunder. The Owners and the Charterers 67 shall jointly share the time and expense of such surveys. 68

5. Employment and Area of Operation 69

(a) The Vessel shall be employed in offshore activities which are lawful in 70 accordance with the law of the place of the Vessels flag and/or registration 71 and of the place of operation. Such activities shall be restricted to the 72 service(s) as stated in Box 18, and to voyages between any good and safe port 73 or place and any place or offshore unit where the Vessel can safely lie always 74 afloat within the Area of Operation as stated in Box 17 which shall always be 75 within Institute Warranty Limits and which shall in no circumstances be 76 exceeded without prior agreement and adjustment of the Hire and in 77 accordance with such other terms as appropriate to be agreed; provided 78 always that the Charterers do not warrant the safety of any such port or place 79 or offshore unit but shall exercise due diligence in issuing their orders to the 80 Vessel as if the Vessel were their own property and having regard to her 81 capabilities and the nature of her employment. Unless otherwise agreed, the 82 Vessel shall not be employed as a diving platform. 83

(b) Relevant permission and licences from responsible authorities for the 84 Vessel to enter, work in and leave the Area of Operation shall be obtained by 85 the Charterers and the Owners shall assist, if necessary, in every way 86 possible to secure such permission and licences. 87

(c) The Vessel’s Space. - The whole reach and burden and decks of the 88 Vessel shall throughout the Charter Period be at the Charterers’ disposal 89 reserving proper and sufficient space for the Vessel’s Master, Officers, Crew, 90 tackle, apparel, furniture, provisions and stores. The Charterers shall be 91 entitled to carry, so far as space is available and for their purposes in 92 connection with their operations: 93

(i) Persons other than crew members, other than fare paying, and for such 94 purposes to make use of the Vessel’s available accommodation not 95 being used on the voyage by the Vessel’s Crew. The Owners shall 96 provide suitable provisions and requisites for such persons for which the 97 Charterers shall pay at the rate as stated in Box 26 per meal and at the 98 rate as stated in Box 27 per day for the provision of bedding and services 99 for persons using berth accommodation. 100

(ii) Lawful cargo whether carried on or under deck. 101

(iii) Explosives and dangerous cargo, whether in bulk or packaged, provided 102 proper notification has been given and such cargo is marked and 103 packed in accordance with the national regulations of the Vessel and/or 104 the International Maritime Dangerous Goods Code and/or other 105 pertinent regulations. Failing such proper notification, marking or 106 packing the Charterers shall indemnify the Owners in respect of any loss, 107 damage or liability whatsoever and howsoever arising therefrom. The 108 Charterers accept responsibility for any additional expenses (including 109 reinstatement expenses) incurred by the Owners in relation to the 110 carriage of explosives and dangerous cargo. 111

(iv) Hazardous and noxious substances, subject to Clause 12(g), proper 112 notification and any pertinent regulations. 113

(d) Laving up of Vessel. The Charterers shall have the option of laving up the 114 Vessel at an agreed safe port or place for all or any portion of the Charter 115 Period in which case the Hire hereunder shall continue to be paid but, if the 116 period of such lay up exceeds 30 consecutive days there shall be credited 117 against such Hire the amount which the Owners shall reasonably have saved 118 by way of reduction in expenses and overloads as a result of the lay up of the 119 Vessel. 120

6. Master and Crew 121

(a) (i) The Master shall carry out his duties promptly and the Vessel shall 122 render all reasonable services within her capabilities by day and by night and 123 at such times and on such schedules as the Charterers may reasonably 124 require without any obligations of the Charterers to pay to the Owners of the 125 Master, Officers or the Crew of the Vessel any excess or overtime payments. 126 The Charterers shall furnish the Master with all instructions and sailing 127

directions and the Master and Engineer shall keep full and correct logs 128 accessible to the Charterers or their agents. 129

(ii) The Master shall sign cargo documents as and in the form presented, the 130 same, however, not to be Bills of Lading, but receipts which shall be non- 131 negotiable documents and shall be marked as such. The Charterers shall 132 indemnify the Owners against all consequences and liabilities arising from 133 the Master, Officers or agents signing, under the direction of the Charterers, 134 those cargo documents or other documents inconsistent with this Charter 135 Party or from any irregularity in the papers supplied by the Charterers or their 136 agents. 137

(b) The Vessel’s Crew if required by Charterers will connect and disconnect 138 electric cables, fuel, water and pneumatic hoses when placed on board the 139 Vessel in port as well as alongside the offshore units; will operate the 140 machinery on board the Vessel for loading and unloading cargoes; and will 141 hook and unhook cargo on board the Vessel when loading or discharging 142 alongside offshore units. If the port regulations or the seamen and/or labour 143

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

unions do not permit the Crew of the Vessel to carry out any of this work, then 144 the Charterers shall make, at their own expense, whatever other 145 arrangements may be necessary, always under the direction of the Master. 146

(c) If the Charterers have reason to be dissatisfied with the conduct of the 147 Master or any Officer or member of the Crew, the Owners on receiving 148 particulars of the complaint shall promptly investigate the matter and if the 149 complaint proves to be well founded, the Owners shall as soon as reasonably 150 possible make appropriate changes in the appointment. 151

(d) The entire operation, navigation, and management of the Vessel shall be in 152 the exclusive control and command of the Owners, their Master, Officers 153 and authorised vessel manager.

Crew. The Vessel will be operated and the services hereunder will be 154 rendered as requested by the Charterers, subject always to the exclusive 155 right of the Owners or the Master of the Vessel to determine whether operation 156 of the Vessel may be safely undertaken. In the performance of the Charter 157 Party, the Owners are deemed to be an independent contractor, the 158 Charterers being concerned only with the results of the services performed. 159

7. Owners to Provide 160

(a) The Owners shall provide and pay for all provisions, wages and all other 161 expenses of the Master, Officers and Crew; all maintenance and repair of the 162 Vessel’s hull, machinery and equipment as specified in ANNEX “A”; also, 163 except as otherwise provided in this Charter Party, for all insurance on the 164 Vessel, all dues and charges directly related to the Vessel’s flag and/or 165 registration, all deck, cabin and engineroom stores, cordage required for 166 ordinary ship’s purposes mooring alongside in harbour, and all fumigation 167 expenses and de-ratisation certificates. The Owners’ obligations under this 168 Clause extend to cover all liabilities for consular charges appertaining to the 169 Master, Officers and Crew, customs or import duties arising at any time during 170 the performance of this Charter Party in relation to the personal effects of the 171 Master, Officers and Crew, and in relation to the stores, provisions and other 172 matters as aforesaid which the Owners are to provide and/or pay for and the 173 Owners shall refund to the Charterers any sums they or their agents may have 174 paid or been compelled to pay in respect of such liability. 175

The Owners shall provide appropriate crew and equipment to perform the Search Assignment.

(b) On delivery the Vessel shall be equipped, if appropriate, at the Owners’ 176 expense with any towing and anchor handling equipment specified in Section 177 5(b) of ANNEX “A”. If during the Charter Period any such equipment becomes 178 lost, damaged or unserviceable, other than as a result of the Owners’ 179 negligence, the Charterers shall either provide, or direct the Owners to 180 provide, an equivalent replacement at the Charterers’ expense. 181

8. Charterers to Provide 182

(a) While the Vessel is on hire the Charterers shall provide and pay for all fuel, 183 lubricants, water, dispersants, firefighting foam and transport thereof, port 184 charges, pilotage and boatmen and canal steersmen (whether compulsory or 185 not), launch hire (unless incurred in connection with the Owners’ business), 186 light duos, tug assistance), canal, dock, harbour, tonnage and other duos and 187 charges, agencies and commissions incurred on the Charterers’ business, 188 costs for security or other watchmen, and of quarantine (if occasioned by the 189 nature of the cargo carried or the ports visited whilst employed under this 190 Charter Party but not otherwise). 191

(b) At all times the Charterers shall provide and pay for the loading and 192 unloading of cargoes so far as not done by the Vessel’s crew, cleaning of 193 cargo tanks, all necessary dunnage, uprights and shoring equipment for 194 securing deck cargo, all cordage except as to be provided by the Owners, all 195 ropes, slings and special runners (including bulk cargo discharge hoses) 196 actually used for loading and discharging, inert gas required for the 197 protection of cargo, and electrodes used for offshore works, and shall 198 reimburse the Owners for the actual cost of replacement of special mooring 199 lines to offshore units, wires, nylon spring lines etc. used for offshore works, 200 all hose connections and adaptors, and further, shall refill oxygen/acetylene 201 bottles used for offshore works. 202

(c) The Charterers shall pay for customs duties, all permits, import duties 203 (including costs involved in establishing temporary or permanent importation 204 bonds), and clearance expenses, both for the Vessel and/or equipment, 205 required for or arising out of this Charter Party. 206

9. Bunkers 207

Unless otherwise agreed, the Vessel shall be delivered with bunkers and 208 lubricants as on board and redelivered with sufficient bunkers to reach the 209 next bunkering stage on route to her next port of call. The Charterers upon 210 delivery and the Owners upon redelivery shall take over and pay for the 211

bunkers and lubricants on board at the prices prevailing at the times and 212 ports of delivery and redelivery. 213

10. Hire and Payments See Completion Agreement 214

(a) Hire. The Charterers shall pay Hire for the Vessel at the rate started in Box 215

19 per day or pro rata for part thereof from the time that the Vessel is delivered 216 to the Charterers until the expiration or earlier termination of this Charter 217 Party. 218

(b) Extension Hire. If the option to extend the Charter Period under Clause 219 1 (b) is exercised. Hire for such extension shall, unless stated in Box 20, be 220 mutually agreed between the Owners and the Charterers. 221

(c) Adjustment of Hire. The rate of hire shall be adjusted to reflect 222 documented changes, after the date of entering into the Charter Party or the 223 date of commencement of employment, whichever is earlier, in the Owners’ 224 costs arising from changes in the Charterers’ requirements or regulations 225 governing the Vessel and/or its Crew or this Charter Party. 226

(d) Invoicing. All invoices shall be issued in the contract currency stated in 227 Box 19. In respect of reimbursable expenses incurred in currencies other 228 than the contract currency, the rate of exchange into the contract currency 229 shall be that quoted by the Central Bank of the country of such other currency 230 as at the date of the Owners’ invoice. Invoices covering Hire and any other 231 payments due shall be issued monthly as stated in Box 21 (i) or at the 232 expiration or earlier termination of this Charter Party. Notwithstanding the 233 foregoing, bunkers and lubricants on board at delivery shall be invoiced at 234 the time of delivery. 235

(e) Payments. Payments of Hire, bunker invoices and disbursements for the 236 Charterers’ account shall be received within the number of days stated in Box 237 23 from the date of receipt of the invoice. Payment shall be made in the 238 contract currency in full without discount to the account stated in Box 22. 239 However any advances for disbursements made on behalf of and approved by 240 the Owners may be deducted from Hire due. 241

Notwithstanding anything in this Charter Party, Hire (including any and all additional charges) for the Vessel shall not exceed the sum stated in Box 19.

If payment is not received by the Owners within 5 banking days following the 242 due date the Owners are entitled to charge interest at the rate stated in Box 24 243 on the amount outstanding from and including the due date until payment is 244 received. 245

Where an invoice is disputed, the Charterers shall in any event pay the 246 undisputed portion of the invoice but shall be entitled to withhold payment of 247 the disputed portion provided that such portion is reasonably disputed and 248 the Charterers specify such reason. Interest will be chargeable at the rate 249 stated in Box 24 on such disputed amounts where resolved in favour of the 250 Owners. Should the Owners prove the validity of the disputed portion of the 251 invoice, balance payment shall be received by the Owners within 5 banking 252 days after the dispute is resolved. Should the Charterers’ claim be valid, a 253 corrected invoice shall be issued by the Owners. 254

In default of payment as herein specified, the Owners may require the 255 Charterers to make payment of the amount due within 5 banking days of 256 receipt of notification from the Owners; failing which the Owners shall have 257 the right to withdraw the Vessel without prejudice to any claim the Owners 258 may have against the Charterers under this Charter Party. 259

While payment remains due the Owners shall be entitled to suspend the 260 performance of any and all of their obligations hereunder and shall have no 261 responsibility whatsoever for any consequences thereof, in respect of which 262 the Charterers hereby indemnify the Owners, and Hire shall continue to 263 accrue and any extra expenses resulting from such suspension shall be for 264 the Charterers’ account. 265

(f) Audit. The Charterers shall have the right to appoint an independent 266 chartered accountant to audit the Owners’ books directly related to work 267 performed under this Charter Party at any time after the conclusion of the 268 Charter Party, up to the expiry of the period stated in Box 25, to determine the 269 validity of the Owners’ charges hereunder. The Owners undertake to make 270 their records available for such purposes at their principal place of business 271 during normal working hours. Any discrepancies discovered in payments 272 made shall be promptly resolved by invoice or credit as appropriate. 273

11. Suspension of Hire 274

(a) If as a result of any deficiency of Crew or of the Owners’ stores, strike of 275 Master, Officers and Crew, breakdown of machinery, damage to hull or other 276 accidents to the Vessel, the Vessel is prevented from working, no Hire shall be 277 payable in respect of any time lost and any Hire paid in advance shall be 278 adjusted accordingly provided always and any lost time shall be added to 279 the period of hire, however that Hire shall not cease in the

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

event of the Vessel being prevented from working as aforesaid as a result of: 280

(i) the carriage of cargo as noted in Clause 5(c)(iii) and (iv); 281

(ii) quarantine or risk of quarantine unless caused by the Master, Officers or 282 Crew having communication with the shore at any infected area not in 283 connection with the employment of the Vessel without the consent or the 284 instructions of the Charterers; 285

(iii) deviation from her Charter Party duties or exposure to abnormal risks at 286 the request of the Charterers; 287

(iv) detention in consequence of being driven into port or to anchorage 288 through stress of weather or trading to shallow harbours or to river or 289 ports with bars or suffering an accident to her cargo, when the expenses 290 resulting from such detention shall be for the Charterers’ account 291 howsoever incurred; 292

(v) detention or damage by ice; 293

(vi) any act or omission of the Charterers, their servants or agents. 294

(b) Liability for Vessel not Working. - The Owners’ liability for any loss, 295 damage or delay sustained by the Charterers as a result of the Vessel being 296 prevented from working by any cause whatsoever shall be limited to 297 suspension of hire. 298

(c) Maintenance and Drydocking. - Notwithstanding sub-clause (a) hereof, the 299 Charterers shall grant the Owners a maximum of 24 hours 4 days per month on 300 hire which shall be cumulative, per month or pro rata for part of a month from the 301 commencement of the Charter Period for maintenance and repairs including 302 drydocking (hereinafter referred to as “maintenance allowance”). 303

The Vessel shall be drydocked at regular intervals. The Charterers shall place 304 the Vessel at the Owners’ disposal clean of cargo, at a port (to be nominated 305 by the Owners at a later date) having facilities suitable to the Owners for the 306 purpose of such drydocking. 307

During reasonable voyage time taken in transits between such port and Area 308 of Operation the Vessel shall be on hire and such time shall not be counted 309 against the accumulated maintenance allowance. 310

Hire shall be suspended during any time taken in maintenance repairs and 311 drydocking in excess of the accumulated maintenance allowance and any lost 312 time shall be added to the period of hire.

In the event of loss time being taken by the Owners for repairs and drydocking 313 or, alternatively, the Charterers not making the Vessel available for all or part 314 of this time, the Charterers shall, upon expiration or earlier termination of the 315 Charter Party, pay the equivalent of the daily rate of Hire then prevailing in 316 addition to Hire otherwise due under this Charter Party in respect of all such 317 time not so taken or made available. 318

Upon commencement of the Charter Period, the Owners agree to furnish the 319 Charterers with the Owners’ proposed drydocking schedule and the 320 Charterers agree to make every reasonable effort to assist the Owners in 321 adhering to such predetermined drydocking schedule for the Vessel. 322

12. Liabilities and Indemnities 323

(a) Owners. - Notwithstanding anything else contained in this Charter Party 324 excepting Clauses 5(c)(iii), 7(b), 8(b), 12(g), 15(c) and 21, the Charterers shall 325 not be responsible for loss of or damage to the property of the Owners or of 326 their contractors and sub-contractors, including the Vessel, or for personal 327 injury or death of the employees of the Owners or of their contractors and 328 sub-contractors, arising out of or in any way connected with the performance 329 of this Charter Party, even if such loss, damage, injury or death is caused 330 wholly or partially by the act, neglect, or default of the Charterers, their 331 employees, contractors or sub-contractors, and even if such loss, damage, 332 injury or death is caused wholly or partially by unseaworthiness of any vessel; 333 and the Owners shall indemnify, protect, defend and hold harmless the 334 Charterers from any and against all claims, costs, expenses, actions, 335 proceedings, suits, demands and liabilities whatsoever arising out of or in 336 connection with such loss, damage, personal injury or death. 337

(b) Charterers. - Notwithstanding anything else contained in this Charter 338 Party excepting Clause 21, the Owners shall not be responsible for loss of, 339 damage to, or any liability arising out of anything towed by the Vessel, any 340 cargo laden upon or carried by the Vessel or her tow, the property of the 341 Charterers or of their contractors and sub-contractors, including their 342 offshore units, or for personal injury or death of the employees of the 343 Charterers or of their contractors and sub-contractors (other than the Owners 344 and their contractors and sub-contractors) or of anyone on board anything 345 towed by the Vessel, arising out of or in any way connected with the 346 performance of this Charter Party, even if such loss, damage, liability, injury 347 or death is caused wholly or partially by the act, neglect or default of the 348 Owners, their employees, contractors or sub-contractors, and even if such 349 loss, damage, liability, injury or death is caused wholly or partially by the 350

unseaworthiness of any vessel; and the Charterers shall indemnify, protect, 351 defend and hold harmless the Owners from any and against all claims, costs, 352 expenses, actions, proceedings, suits, demands, and liabilities whatsoever 353 arising out of or in connection with such loss, damage, liability, personal 354 injury or death. 355

(c) Consequential Damages. - Neither party shall be liable to the other for, and 356 each party hereby agrees to protect, defend and indemnify the other against, 357 any consequential damages whatsoever arising out of or in connection with 358 the performance or non-performance of this Charter Party, including, but not 359 limited to, loss of use, loss of profits, shut-in or loss of production and cost of 360 insurance. 361

(d) Limitations. - Nothing contained in this Charter Party shall be construed or 362 held to deprive the Owners or the Charterers, as against any person or party, 363 including as against each other, of any right to claim limitation of liability 364 provided by any applicable law, statute or convention, save that nothing in 365 this Charter Party shall create any right to limit liability. Where the Owners or 366 the Charterers may seek an indemnity under the provisions of this Charter 367 Party or against each other in respect of a claim brought by a third party, the 368 Owners or the Charterers shall seek to limit their liability against such third 369 party. 370

(e) Himalaya Clause. - (i) All exceptions, exemptions, defences, immunities, 371 limitations of liability, indemnities, privileges and conditions granted or 372 provided by this Charter Party or by any applicable statute, rule or regulation 373 for the benefit of the Charterers shall also apply to and be for the benefit of the 374 Charterers’ parent, affiliated, related and subsidiary companies; the 375 Charterers’ contractors, sub-contractors, clients, joint venturers and joint 376

interest owners (always with respect to the job or project on which the Vessel 377 is employed); their respective employees and their respective underwriters. 378

(ii) All exceptions, exemptions, defences, immunities, limitations of liability, 379 indemnities, privileges and conditions granted or provided by this Charter 380 Party or by any applicable statute, rule or regulation for the benefit of the 381 Owners shall also apply to and be for the benefit of the Owners’ parent, 382 affiliated, related and subsidiary companies, the Owners’ sub-contractors, 383 the Vessel, its Master, Officers and Crew, its registered owner, its operator, its 384 demise charterer(s), their respective employees and their respective 385 underwriters. 386

(iii) The Owners or the Charterers shall be deemed to be acting as agent or 387 trustee of and for the benefit of all such persons and parties set forth above, 388 but only for the limited purpose of contracting for the extension of such 389 benefits to such persons and parties. 390

(f) Mutual Waiver of Recourse (Optional, only applicable if stated in Box 28, but 391 regardless of whether this option is exercised the other provisions of Clause 12 392 shall apply and shall be paramount) 393

In order to avoid disputes regarding liability for personal injury or death of 394 employees or for loss of or damage to property, the Owners and the 395 Charterers have entered into, or by this Charter Party agree to enter into, an 396 Agreement for Mutual Indemnity and Waiver of Recourse (in a form 397 substantially similar to that specified in ANNEX “C”) between the Owners, the 398 Charterers and the various contractors and sub-contractors of the Charterers. 399

(g) Hazardous and Noxious Substances. - Notwithstanding any other 400 provision of this Charter Party to the contrary, the Charterers shall always be 401 responsible for any losses, damages or liabilities suffered by the Owners, 402 their employees, contractors or sub-contractors, by the Charterers, or by 403 third parties, with respect to the Vessel or other property, personal injury or 404 death, pollution or otherwise, which losses, damages or liabilities are caused, 405 directly or indirectly, as a result of the Vessel’s carriage of any hazardous and 406 noxious substances in whatever form as ordered by the Charterers, and the 407 Charterers shall defend, indemnify the Owners and hold the Owners harmless 408 for any expense, loss or liability whatsoever or howsoever arising with 409 respect to the carriage of hazardous or noxious substances. 410

13. Pollution 411

(a) Except as otherwise provided for in Clause 15(c)(iii), the Owners shall be 412 liable for, and agree to indemnify, defend and hold harmless the Charterers 413 against, all claims, costs, expenses, actions, proceedings, suits, demands 414 and liabilities whatsoever arising out of actual or potential pollution damage 415 and the cost of cleanup or control thereof arising from acts or omissions of 416 the Owners or their personnel which cause or allow discharge, spills or leaks 417 from the Vessel, except as may emanate from cargo thereon or therein. 418

(b) The Charterers shall be liable for and agree to indemnify, defend and hold 419 harmless the Owners from all claims, costs, expenses, actions, proceedings, 420 suits, demands, liabilities, loss or damage whatsoever arising out of or 421 resulting from any other actual or potential pollution damage, even where 422 caused wholly or partially by the act, neglect or default of the Owners, their 423

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

employees, contractors or sub-contractors or by the unseaworthiness of the 424

Vessel. 425

14. Insurance 426

(a) (i) The Owners shall procure and maintain in effect for the duration of this 427 Charter Party, with reputable insurers, the insurances set forth in ANNEX “B”. 428 Policy limits shall not be less than those indicated. Reasonable deductibles 429 are acceptable and shall be for the account of the Owners. 430

(ii) The Charterers shall upon request be named as co-insured. The Owners 431 shall upon request cause insurers to waive subrogation rights against the 432 Charterers (as encompassed in Clause 12(e)(1)). Co-insurance and/or 433 waivers of subrogation shall be given only insofar as these relate to liabilities 434 which are properly the responsibility of the Owners under the terms of this 435 Charter Party. 436

(b) The Owners shall upon request furnish the Charterers with certificates of 437 insurance which provide sufficient information to verify that the Owners have 438 complied with the insurance requirements of this Charter Party 439

(c) If the Owners fail to comply with the aforesaid insurance requirements, the 440 Charterers may, without prejudice to any other rights or remedies under this 441 Charter Party, purchase similar coverage and deduct the cost thereof from 442 any payment due to the Owners under this Charter Party. 443

15 Saving of Life and Salvage (other than salvage that the vessel is intended 444 to undertake under this agreement as further described in the Completion Agreement)

(a) The Vessel shall be permitted to deviate for the purpose of saving life at 445 sea without prior approval of or notice to the Charterers and without loss of 446 Hire provided however that notice of such deviation is given as soon as 447 possible. 448

(b) Subject to the Charterers’ consent, which shall not be unreasonably 449 withheld, the Vessel shall be at liberty to undertake attempts at salvage, it 450 being understood that the Vessel shall be off hire from the time she leaves 451 port or commences to deviate and she shall remain off-hire until she is again 452 in every way ready to resume the Charterers’ service at a position which is not 453 less favourable to the Charterers than the position at the time of leaving port 454 or deviating for the salvage services. 455

All salvage monies earned by the Vessel shall be divided equally between the 456 Owners and the Charterers, after deducting the Master’s, Officers’ and Crew’s 457 share, legal expenses, value of fuel and lubricants consumed, Hire of the 458 Vessel lost by the Owners during the salvage, repairs to damage sustained, if 459 any, and any other extraordinary loss or expense sustained as a result of the 460 salvage. 461

The Charterers shall be bound by all measures taken by the Owners in order 462 to secure payment of salvage and to fix its amount. 463

(c) The Owners shall waive their right to claim any award for salvage 464 performed on property owned by or contracted to the Charterers, always 465 provided such property was the object of the operation the Vessel was 466 chartered for, and the Vessel shall remain on hire when rendering salvage 467 services to such property. This waiver is without prejudice to any right the 468 Vessel’s Master, Officers and Crew may have under any title. 469

If the Owners render assistance to such property in distress on the basis of 470 “no claim for salvage”, then, notwithstanding any other provisions contained 471 in this Charter Party and even in the event of neglect or default of the Owners, 472 Master, Officers or Crew: 473

(i) The Charterers shall be responsible for and shall indemnify the Owners 474 against payments made, under any legal rights, to the Master, Officers 475 and Crew in relation to such assistance. 476

(ii) The Charterers shall be responsible for and shall reimburse the Owners 477 for any loss or damage sustained by the Vessel or her equipment by 478 reason of giving such assistance and shall also pay the Owners’ 479 additional expenses thereby incurred. 480

(iii) The Charterers shall be responsible for any actual or potential spill, 481 seepage and/or emission of any pollutant howsoever caused occurring 482 within the offshore site and any pollution resulting therefrom 483 wheresoever it may occur and including but not limited to the cost of 484 such measures as are reasonably necessary to prevent or mitigate 485 pollution damage, and the Charterers shall indemnify the Owners 486 against any liability, cost or expense arising by reason of such actual or 487 potential spill, seepage and/or emission. 488

(iv) The Vessel shall not be off-hire as a consequence of giving such 489 assistance, or effecting repairs under sub-paragraph (ii) of this sub- 490 clause, and time taken for such repairs shall not count against time 491 granted under Clause 11(c). 492

(v) The Charterers shall indemnify the Owners against any liability, cost 493 and/or expense whatsoever in respect of any loss of life, injury, damage 494 or other loss to person or property howsoever arising from such 495 assistance 496

16. Lien 497

The Owners shall have a lien upon all cargoes and equipment for all claims 498 against the Charterers under this Charter Party and the Charterers shall have a lien on the 499 Vessel for all monies paid in advance and not earned. The Charterers will not 500 suffer, nor permit to be continued, any lien or encumbrance incurred by them 501 or their agents, which might have priority over the title and interest of the 502 Owners in the Vessel. Except as provided in Clause 12, the Charterers shall 503 indemnify and hold the Owners harmless against any lien of whatsoever 504 nature arising upon the Vessel during the Charter Period while she is under 505 the control of the Charterers, and against any claims against the Owners 506 arising out of the operation of the Vessel by the Charterers or out of any 507 neglect of the Charterers in relation to the Vessel or the operation thereof. 508 Should the Vessel be arrested by reason of claims or liens arising out of her 509 operation hereunder, unless brought about by the act or neglect of the 510 Owners, the Charterers shall at their own expense take all reasonable steps to 511 secure that within a reasonable time the Vessel is released and at their own 512 expense put up bail to secure release of the Vessel. 513

17. Sublet and Assignment 514

(a) Charterers.—The Charterers shall have the option of subletting, assigning 515 or loaning the Vessel to any person or company not competing with the 516 Owners, subject to the Owners’ prior approval which shall not be 517 unreasonably withheld, upon giving notice in writing to the Owners, but the 518 original Charterers shall always remain and the final Charterers shall be 519 responsible to the Owners for due performance of the Charter Party, in the event of such sublet, assignment or 520 loan of the Vessel, the terms of the Completion Agreement shall remain unchanged, and contractors of the person or company taking such subletting, assigning or loan shall be deemed contractors of the 521 Charterers for all the purposes of this Charter Party. The Owners make it a 522 condition of such consent that additional Hire shall be paid as agreed 523 between the Charterers and the Owners having regard to the nature and 524 period of any intended service of the Vessel. 525

(b) If the Vessel is sublet, assigned or loaned to undertake rig anchor 526 handling and/or towing operations connected with equipment, other than that 527 used by the Charterers, then a daily increment to the Hire in the amount as 528 stated in Box 29 or pro rata shall be paid for the period between departure for 529 such operations and return to her normal duties for the Charterers. 530

(c) Owners. The Owners may not assign or transfer any part of this Charter 531 Party without the written approval of the Charterers, which approval shall not 532 be unreasonably withhold. 533

Approval by the Charterers of such subletting or assignment shall not relieve 534 the Owners of their responsibility for duo performance of the part of the 535 services which is sublet or assigned. 536

18. Substitute Vessel 537

The Owners shall be entitled at any time, whether before delivery or at any 538 other time during the Charter Period, to provide a substitute vessel, subject to 539 the Charterers’ prior approval which shall not be unreasonably withheld. 540

19. War SEE ANNEX E 541

(a) Unless the consent of the Owners be first obtained, the Vessel shall not be 542 ordered nor continuo to any port or place or on any voyage nor be used on 543 any service which will bring the Vessel within a zone which is dangerous as a 544 result of any actual or threatened act of war, war, hostilities, warlike 545 operations, acts of piracy or of hostility or malicious damage against this or 546 any other vessel or its cargo by any person, body or state whatsoever, 547 revolution, civil war, civil commotion or the operation of international law, nor 548 be exposed in any way to any risks or penalties whatsoever consequent upon 549 the imposition of sanctions, nor carry any goods that may in any way expose 550 her to any risks of seizure, capture, penalties or any other interference of any 551 kind whatsoever by the belligerentor fighting powers or parties or by any 552 government or rulers. 553

(b) Should the Vessel approach or be brought or ordered within such zone, or 554 be exposed in any way to the said risks, (i) the Owners shall be entitled from 555 time to time to insure their interest in the Vessel for such terms as they doom 556 fit up to its open market value and also in the Hire against any of the risks 557 likely to be involved thereby, and the Charterers shall make a refund on 558 demand of any additional premium thereby incurred, and (ii) notwithstanding 559

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service

Vessels the terms of Clause 11 Hire shall be payable for all time lost including any loss 560 owing to loss of or injury to the Master, Officers, Crew or passengers or to 561 refusal by any of them to proceed to such zone or to be exposed to such risks. 562

(c) In the event of additional insurance premiums being incurred or the wages 563 of the Master and/or Officers and/or Crew and/or the cost of provisions and/ 564 or stores for deck and/or engine room being increased by reason of or during 565 the existence of any of the matters mentioned in sub-clause (a) the amount of 566 any additional premium and/or increase shall be added to the Hire, and paid 567 by the Charterers on production of the Owners’ account therefor, such 568 account being rendered monthly. 569

(d) The Vessel shall have liberty to comply with any orders or directions as to 570 departure, arrival, routes, ports of call, stoppages, destination, delivery or in 571 any other way whatsoever given by the government of the nation under whose 572 flag the Vessel sails or any other government or any person (or body) acting 573 or purporting to act with the authority of such government or by any 574 committee or person having under the terms of the war risks insurance on the 575 Vessel the right to give any such orders or directions. 576

(e) In the event of the outbreak of war (whether there be a declaration of war or 577 not) between any of the countries stated in Box 30 or in the event of the nation 578 under whose flag the Vessel sails becoming involved in war (whether there be 579 a declaration of war or not) either the Owners or the Charterers may terminate 580 this Charter Party, whereupon the Charterers shall redeliver the Vessel to the 581 Owners in accordance with PART I if it has cargo on board after discharge 582 thereof at destination or, if debarred under this Clause from reaching or 583 entering it, at a near open and safe port or place as directed by the Owners, or 584 if the Vessel has no cargo on board, at the port or place at which it then is or if 585 at sea at a near, open and safe port or place as directed by the Owners. In all 586 cases Hire shall continue to be paid and, except as aforesaid, all other 587 provisions of this Charter Party shall apply until redelivery. 588

(f) If in compliance with the provisions of this Clause anything is done or is not 589 done, such shall not be deemed a deviation. 590

The Charterers shall procure that all Bills of Lading (if any) issued under this 591 Charter Party shall contain the stipulations contained in sub-clauses (a), (d) 592 and (f) of this Clause. 593

20. Excluded Ports 594

(a) The Vessel shall not be ordered to nor bound to enter without the Owners’ 595 written permission (a) any place where fever or epidemics are prevalent or to 596 which the Master, Officers and Crew by law are not bound to follow the Vessel; 597

(b) any ice-bound place or any place where lights, lightships, marks and 598 buoys are or are likely to be withdrawn by reason of ice on the Vessel’s arrival 599 or where there is risk that ordinarily the Vessel will not be able on account of 600 ice to reach the place or to get out after having completed her operations. The 601 Vessel shall not be obliged to force ice nor to follow an icebreaker. If, on 602 account of ice, the Master considers it dangerous to remain at the loading or 603 discharging place for fear of the Vessel being frozen in and/or damaged he 604 has liberty to sail to a convenient open place and await the Charterers’ fresh 605 instructions. 606

(b) Should the Vessel approach or be brought or ordered within such place, 607 or be exposed in any way to the said risks, the Owners shall be entitled from 608 time to time to insure their interests in the Vessel and/or Hire against any of 609 the risks likely to be involved thereby on such terms as they shall think fit, the 610 Charterers to make a refund to the Owners of the premium on demand. 611

Notwithstanding the terms of Clause 11 Hire shall be paid for all time lost 612 including any lost owing to loss of or sickness or injury to the Master, Officers, 613 Crew or passengers or to the action of the Crew in refusing to proceed to such 614 place or to be exposed to such risks. 615

21. General Average and New Jason Clause 616

General Average shall be adjusted and settled in London unless otherwise 617 stated in Box 31, according to York/Antwerp Rules, 1974, as may be amended. 618 Hire shall not contribute to General Average. Should adjustment be made in 619 accordance with the law and practice of the United States of America, the 620 following provision shall apply: 621

“In the event of accident, danger, damage or disaster before or after the 622 commencement of the voyage, resulting from any cause whatsoever, whether 623 due to negligence or not, for which, or for the consequence of which, the 624 Owners are not responsible, by statute, contract or otherwise, the cargo, 625 shippers, consignees or owners of the cargo shall contribute with the Owners 626 in General Average to the payment of any sacrifices, loss or expenses of a 627 General Average nature that may be made or incurred and shall pay salvage 628 and special charges incurred in respect of the cargo. 629

If a salving vessel is owned or operated by the Owners, salvage shall be paid 630 for as fully as if the said salving vessel or vessels belonged to strangers. Such 631 deposit as the Owners, or their agents, may deem sufficient to cover the 632 estimated contribution of the cargo and any salvage and special charges 633 thereon shall, if required, be made by the cargo, shippers, consignees 634 or owners of the cargo to the Owners before delivery”. 635

22. Both-to-Blame Collision Clause 636

If the Vessel comes into collision with another ship as a result of the 637 negligence of the other ship and any act, neglect or default of the Master, 638 mariner, pilot or the servants of the Owners in the navigation or the 639 management of the Vessel, the Charterers will indemnify the Owners against 640 all loss or liability to the other or non-carrying ship or her owners insofar as 641 such loss or liability represent loss of or damage to, or any claim whatsoever 642 of the owners of any goods carried under this Charter Party paid or payable by 643 the other or non-carrying ship or her owners to the owners of the said goods 644 and set-off, recouped or recovered by the other or non-carrying ship or her 645 owners as part of their claim against the Vessel or the Owners. The foregoing 646 provisions shall also apply where the owners, operators or those in charge of 647 any ship or ships or objects other than or in addition to the colliding ships or 648 objects are at fault in respect of a collision or contact. 649

23. Structural Alterations and Additional Equipment 650

The Charterers shall have the option of, at their expense, making structural 651 alterations to the Vessel or installing additional equipment with the written 652 consent of the Owners which shall not be unreasonably withheld but unless 653 otherwise agreed the Vessel is to be redelivered reinstated, at the Charterers’ 654 expense, to her original condition. The Vessel is to remain on hire during any 655 period of these alterations or reinstatement. The Charterers, unless otherwise 656 agreed, shall be responsible for repair and maintenance of any such 657 alteration or additional equipment. 658

24. Health and Safety 659

The Owners shall comply with and adhere to all applicable international, 660 national and local regulations pertaining to health and safety, and such 661 Charterers’ instructions as may be appended hereto. 662

25. Taxes 663

Each party shall pay taxes due on its own profit, income and personnel. The 664 Charterers shall pay all other taxes and dues arising out of the operation or 665 use of the Vessel during the Charter Period. 666

In the event of change in the Area of Operation or change in local regulation 667 and/or interpretation thereof, resulting in an unavoidable and documented 668 change of the Owners’ tax liability after the date of entering into the Charter 669 Party or the date of commencement of employment, whichever is the earlier, 670 Hire shall be adjusted accordingly. 671

26. Early Termination 672

(a) For Charterers’ Convenience. - The Charterers may terminate this 673 Charter See SEARCH ASSIGNMENT - ANNEX D Party at any time by giving the Owners written notice as stated in Box 15 and 674 by paying the settlement stated in Box 14 and the demobilization charge 675 stated in Box 16, as well as Hire or other payments due under the Charter 676 Party 677

(b) For Cause. - If either party becomes informed of the occurrence of any 678 event described in this Clause that party shall so notify the other party 679 promptly in writing and in any case within 3 days after such information is 680 received. If the occurrence has not ceased within 3 days after such 681 notification has been given, this Charter Party may be terminated by either 682 party, without prejudice to any other rights which either party may have, under 683 any of the following circumstances: 684

(i) Requisition. - If the government of the state of registry and/or the flag of 685 the Vessel, or any agency thereof, requisitions for hire or title or 686 otherwise takes possession of the Vessel during the Charter Period. 687

(ii) Confiscation. - If any government, individual or group, whether or not 688 purporting to act as a government or on behalf of any government, 689 confiscates, requisitions, expropriates, seizes or otherwise takes 690

possession of the Vessel during the Charter Period. 691 (iii) Bankruptcy. - In the event of an order being made or resolution passed 692 for the winding up, dissolution, liquidation or bankruptcy of either party 693 (otherwise than for the purpose of reconstruction or amalgamation) or if 694 a receiver is appointed or if it suspends payment or ceases to carry on 695 business. 696 (iv) Loss of Vessel. - If the Vessel is lost, actually or constructively, or 697 missing, unless the Owners provide a substitute vessel pursuant to 698 Clause 18. In the case of termination, Hire shall cease from the date the 699

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

Vessel was lost or, in the event of a constructive total loss, from the date 700 of the event giving rise to such loss. If the date of loss cannot be 701 ascertained or the Vessel is missing, payment of Hire shall cease from 702 the date the Vessel was last reported. 703

(v) Breakdown. - If, at any time during the term of this Charter Party, a 704 breakdown of the Owners’ equipment or Vessel results in the Owners’ 705 being unable to perform their obligations hereunder for a period 706 exceeding that stated in Box 32, unless the Owners provide a substitute 707 vessel pursuant to Clause 18. 708

(vi) Force Majeure. - If a force majeure condition as defined in Clause 27 709 prevails for a period exceeding 15 consecutive days. 710

(vii) Default. - If either party is in repudiatory breach of its obligations 711 hereunder. 712

Termination as a result of any of the above mentioned causes shall not relieve 713 the Charterers of any obligation for Hire and any other payments due. 714

27. Force Majeure 715

Neither the Owners nor the Charterers shall be liable for any loss, damages or 716 delay or failure in performance hereunder resulting from any force majeure 717 event, including but not limited to acts of God, fire, action of the elements, 718 epidemics, war (declared or undeclared), warlike actions, insurrection, 719 revolution or civil strife, acts of terrorism, sabotage or the consequences 720 thereof, piracy, civil war or hostile action, strikes or differences with workmen (except for disputes relating solely to the Owners’ 721 or the Charterers’ employees), acts of the public enemy, federal or state laws, 722 rules and regulations of any governmental authorities having or asserting 723 jurisdiction in the premises or of any other group, organisation or informal 724 association (whether or not formally recognised as a government), and any 725 other cause beyond the reasonable control of either party which makes 726 continuance of operations impossible. 727

28. Notices and Invoices 728

Notices and invoices required to be given under this Charter Party shall be 729 given in writing to the addresses stated in Boxes 21, 35 and 36 as appropriate. 730

29. Wreck Removal 731

If the Vessel sinks and becomes a wreck and an obstruction to navigation and 732 has to be removed upon request by any compulsory law or authority having 733 jurisdiction over the area where the wreck is placed, the Owners shall be 734 liable for any and all expenses in connection with the raising, removal, 735 destruction, lighting or marking of the wreck. 736

30. Confidentiality 737

All information or data obtained by the Owners in the performance of this 738 Charter Party is the property of the Charterers, is confidential and shall not be 739 disclosed without the prior written consent of the Charterers. The Owners 740 shall use their best efforts to ensure that the Owners, any of their 741 sub-contractors, and employees and agents thereof shall not disclose any 742 such information or data. 743

31. Law and Arbitration 744

*) (a) This Charter Party shall be governed by English law and any dispute 745 arising out of this Charter Party shall be referred to arbitration in London, one 746 arbitrator being appointed by each party, in accordance with the Arbitration 747 Acts 1950 and 1979 or any statutory modification or re-enactment thereof for 748 the time being in force. On the receipt by one party of the nomination in 749 writing of the other party’s arbitrator that party shall appoint their arbitrator 750 within 14 days, failing which the arbitrator already appointed shall act as sole 751 arbitrator. If two arbitrators properly appointed shall not agree they shall 752 appoint an umpire whose decision shall be final. 753

*) (b) Should any dispute arise out of this Charter Party, the matter in dispute 754 shall be referred to three persons at New York, one to be appointed by each of 755 the parties hereto, and the third by the two so chosen; their decision or that of 756 any two of them shall be final, and for purpose of enforcing any award, this 757 agreement may be made a rule of the Court. The arbitrators shall be members 758 of the Society of Maritime Arbitrators, Inc. of New York and the proceedings 759 shall be conducted in accordance with the rules of the Society. 760

*) (c) Any dispute arising out of this Charter Party shall be referred to arbitration 761 at the place stated in Box 33 subject to the law and procedures applicable 762 there. 763

(d) If Box 33 in PART I is not filled in, sub-clause (a) of this Clause shall apply. 764

*) (a), (b) and (c)) are alternatives; state alternative agreed in Box 33 765

32. Entire Agreement 766

This is the entire agreement of the parties, which supersedes all previous 767 written or oral understandings and which may not be modified except by a 768 written amendment signed by both parties. 769

33. Severability Clause 770

If any portion of this Charter Party is held to be invalid or unenforceable for 771 any reason by a court or governmental authority of competent jurisdiction, 772 then such portion will be deemed to be stricken and the remainder of this 773 Charter Party shall continue in full force and effect. 774

34. Demise 775

Nothing herein contained shall be construed as creating a demise of 776 the Vessel to the Charterers. 777

35. Definitions 778

“Well” is defined for the purposes of this Charter Party as the time required to 779 drill, test, complete and/or abandon a single borehole including any side- 780 track thereof. 781

“Offshore unit” is defined for the purposes of this Charter Party as any vessel, 782 offshore installation, structure and/or mobile unit used in offshore 783 exploration, construction, pipelaying or repair, exploitation or production. 784

“Offshore site” is defined for the purposes of this Charter Party as the area 785 within three nautical miles of an “offshore unit” from or to which the Owners 786 are requested to take their Vessel by the Charterers. 787

“Employees” is defined for the purposes of this Charter Party as employees, 788 directors, officers, servants, agents or invitees. 789

“Completion Agreement” shall mean the agreement signed on or before the date of this agreement between Charlesworth Marine Limited, Global Marine Search Limited and OVH Inc, setting out, inter alia, the basis on which settlement of amounts due under this Charter Party are to be effected.

“Search Assignment” shall mean the search assignment specified in ANNEX D

36. Headings 790

The headings of this Charter Party are for identification only and shall not be 791 deemed to be part hereof or be taken into consideration in the interpretation 792 or construction of this Charter Party. 793

This document is a computer generated SUPPLYTIME 89 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX D

The Supplier will undertake a search of the Search Box using the Search Vessel in accordance with this Schedule.

Objective

To locate the Target Wreck within the Search Area.

Procedure

The Vessel is to navigate to the Search Area to conduct a full search of the Search Box as defined in the Research File employing the appropriate survey sensors.

Period of Hire 1. 125 days including

(a) transit and mobilisation = 30 days (15 each way),

(b) search 60 days,

(c) identification 10 days,

(d) weather allowance 15 days,

(e) port calls 10 days

(f) mechanical breakdown allowance which is capped at 4 days per month.

2. The Search will come to an end upon:

(a) Expiry of the 125 day charter;

(b) the Search Box being completed or

(c) the wrecks within the Search Box having been inspected but the Target Wreck not being found or

(d) The search being stopped by Government interference or threatened interference or

(e) The wreck being found.

3. If one or more wrecks, other than the Target Wreck, are found during the search and a decision taken to recover it, any proceeds arising will be shared as if the find were the Target Wreck.

4. Transit allowance is total regardless of time taken.

Port of Delivery

t.b.a.

Time of Delivery

October, 2009, or such other date as may be mutually agreed

Redelivery

t.b.a.

Location of Target Wreck

Upon locating one or more Target Wrecks the Owners shall advise and provide data to the Charterer to enable the Charterer to decide whether to salvage the Target Wreck. In the event that the Charterer decides to salvage the Target Wreck the Owners shall within 14 days of notification provide the Charterer with a quotation for the salvage. The Owners have a right to match any alternative quotes obtained by the Charterer.

Alternative Wrecks

If one or more wrecks, other than the Target Wreck, are found during the Search Assignment and a decision taken to recover it, any proceeds arising will be shared in accordance with this Agreement.

ANNEX E

War Risks Clause for Time Charters, 2004 (Code Name: CONWARTIME 2004)

a) For the purpose of this Clause, the words:

(i) “Owners” shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are charged with the management of the Vessel, and the Master; and

(ii) “War Risks” shall include any actual, threatened or reported:

war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(c) The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation.

(d) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their protection and Indemnity Risks), and the premiums and/or calls therefor shall be for their account.

(ii) If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(f) The Vessel shall have liberty:-

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement;

(iv) to discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a contraband carrier;

(v) to call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.

(g) If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.

(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

EX-10.3

Exhibit 10.3

DATED: November 5, 2009

ENIGMA COMPLETION AGREEMENT

(1) CHARLESWORTH MARINE LIMITED

(2) GLOBAL MARINE SEARCH LIMITED

(3) OVH, INC

RELATING TO THE PROJECT ”ENIGMA”

This Agreement is made on the 5th day of November 2009

between:

(1) Charlesworth Marine Limited (“Charlesworth”), a company incorporated in Guernsey with company number 47265, whose registered address is at Frenchay House, 31-33 Hauteville, St Peter Port, Guernsey GY1 1DJ;

(2) Global Marine Search Limited (“GMSL”), a company incorporated in England and Wales with company number 6629207, whose registered address is at New Saxon House, 1Winsford Way, Boreham Interchange, Chelmsford, Essex CM2 5PD;

(3) OVH Inc., (“OVH”), a company incorporated in the State of Nevada, USA, with company file number C22594-2002, whose registered address is 1555 E Flamingo Rd., #155, Las Vegas, NV 89119.

Collectively, the Parties.

Whereas:

Charlesworth has or is about to enter into a contract (“the Search Contract”) with The Enigma Marine Search Partnership LLP (“TEMSP”), whereby Charlesworth agrees to provide certain marine services to TEMSP, including the services of GMSL to charter the search vessel and OVH to undertake the physical search for the wreck of the vessel, code-named Enigma;

I. Payment Structure

The Parties agree as follows:

(i) Charlesworth has or is about to enter into a charter contract with GMSL (“Charter Contract 1”), whereby GMSL undertakes to provide the vessel Ocean Alert as a search vessel, fully equipped with the necessary equipment, including side scan sonar and crew to Charlesworth to enable Charlesworth to fullfil its obligations to TEMSP under the search contract. The amount payable by Charlesworth under the terms of this contract is £7,503,900. Such sum is payable as to:

£809,850 on contract (“the Cash Sum”);

£647,880 on the earlier of the arrival of the vessel on site or 15 days after the contract date;

£161,970 on the earlier of the completion of the search, prior to return transit or 110 days after the contract date.

The balance of £5,884,200 shall be paid to GMSL by Charlesworth at the rate of 39.56% of the Net Proceeds, if any, of the sale or other realisation of the Enigma Cargo and from Artefacts, pari passu with payments made from Net Proceeds in accordance with the Agreement regarding the Sale of Research File relating to the Project “Enigma” executed in conjunction with this Agreement, until paid in full.

The Net Proceeds is the amount received from sales less payment for the actual recovery and subsequent storage, security, cleaning, cataloguing, other marketing and sale costs and other associated costs (the “Recovery Costs”), less an additional 2.5% paid to GMSL and project administration fees. The Recovery Costs will be recouped by the party that paid them from 100% of the first proceeds arising from the sale or other realisation of the Enigma Cargo and Artefacts.

(ii) GMSL has or is about to enter into a charter contract with OVH (“Charter Contract 2”), for the provision of the vessel Ocean Alert, as a search vessel, fully equipped with the necessary equipment, including side scan sonar and crew to enable GMSL to provide this vessel under its charter agreement with Charlesworth, as described in (ii) above. Charter Contract 1 will be executed on the same day as Charter Contract 2. The price payable for this charter by GMSL to OVH is £7,503,900. Such sum is payable as to:

The Cash Sum on contract

£647,880 on the earlier of the arrival of the vessel on site or 15 days after the contract date

£161,970 on the earlier of the completion of the search, prior to return transit or 110 days after the contract date.

The balance of £5,884,200 shall be paid to OVH at a rate of 39.56% of the Net Proceeds of the sale or other realisation of the Enigma Cargo and from Artefacts, pari passu with payments made to Odyssey Marine Exploration Inc in respect of outstanding payments due in respect of the sale by Odyssey Marine Exploration of the Enigma research file to Charlesworth in respect of the search for the Enigma wreck until paid in full. The Net Proceeds is the amount received from sales less payment for the actual recovery and subsequent storage, security, cleaning, cataloguing, other marketing and sale costs and other associated costs (the “Recovery Costs”) ”), less an additional 2.5% paid to GMSL and project administration fees. The Recovery Costs will be recouped by the party that paid them from 100% of the first proceeds arising from the sale or other realisation of the Enigma Cargo and Artefacts.

After payment in full of the amount stated above in this part (ii), OVH shall receive 35% of Net Proceeds of the sale or other realisation of the Enigma Cargo and from Artefacts for as long as there are proceeds from the Enigma project.

In order to facilitate settlement of the above payments, it is hereby agreed between the parties as follows:

(a) In full and final satisfaction of all amounts due by GMSL to OVH under the Charter Contract 2 referred to in (ii) above, GMSL will pay the Cash Sum above (£809,850), and hereby assigns to OVH its right to receive the payments from Charlesworth set out in (i) above.

(b) Payment of the Cash Sum due by Charlesworth to GMSL and by GMSL to OVH shall be effected by a single payment by Charlesworth to OVH to the account, details of which are listed below. All parties accept that receipt of the Cash Sum by OVH, Inc. shall be deemed to satisfy the payments of the Cash Sum referred to in (a) above in full and final settlement as described therein.

(c) By virtue of a and b above, all the cash payments required in respect of the amounts due under Charter Contract 1 and Charter Contract 2 will be made as follows:

Cash Sum – £809,850 on contract - payment by Charlesworth to OVH;

£647,880 on the earlier of the arrival of the vessel on site or 15 days after the contract date – payment by Charlesworth to OVH;

£161,970 on the earlier of the completion of the search, prior to return transit or 110 days after the contract date – payment by Charlesworth to OVH; and

Balance of £5,884,200 from proceeds of sale – payment by Charlesworth to OVH.

Balance of all further participation in the Enigma project – payment by Charlesworth to OVH.

All parties accept and agree that the payments as above will be in full and final satisfaction of all payments due under Charter Contract 1 and Charter Contract 2 by Charlesworth to GMSL and by GMSL to OVH.

OVH bank details to be furnished under separate cover.

II. Successors and Assigns

This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and assigns.

No Party may assign his/her interest under this Agreement to any third party, otherwise than as provided for in this Agreement without the prior written approval of all the other Parties.

Notwithstanding the foregoing, the Parties understand and acknowledge that OVH may assign its rights under the Uniform Time Charter Party and the Enigma Completion Agreement to Odyssey Marine Exploration, Inc. at any time by giving notice of such assignment to each of the Parties to this Agreement.

III. Counterparts

This Agreement may be executed in separate counterparts by the Parties, and each counterpart shall, when executed and delivered, be an original document, but all counterparts shall together constitute one and the same instrument.

IV. Closing

Closing of this Agreement shall be at the offices of the London solicitors of Charlesworth Marine Limited and shall become effective at such time as the Cash Sum due to OVH, Inc. is disbursed to OVH, Inc.

V. Governing Law and Jurisdiction

This Agreement will be governed and construed in accordance with English Law and each and of the Partners agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this agreement.

IN WITNESS whereof the Parties have caused this Agreement to be duly executed on the day and year first above written.

Signed by	)
for and on behalf of	)
Charlesworth Marine Limited	)	/s/ N. Harris
		N. Harris - Director
Signed by	)
for and on behalf of	)
Global Marine Search Limited	)	/s/ G. Ruhan
		G. Ruhan - Director
Signed by	)
for and on behalf of	)
OVH Inc.	)	/s/ Mark Gordon
		Mark Gordon - Director

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory P. Stemm, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2009

/s/ Gregory P. Stemm

Gregory P. Stemm

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Holmes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2009

/s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

ODYSSEY MARINE EXPLORATION, INC.

PURSUANT TO 18 U.S.C. SECTION 1350

I hereby certify that, to the best of my knowledge, the quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc. for the period ending September 30, 2009:

(1) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Odyssey Marine Exploration, Inc.

/s/ Gregory P. Stemm

Gregory P. Stemm

Chief Executive Officer

November 6, 2009

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Odyssey Marine Exploration, Inc. and will be retained by Odyssey Marine Exploration, Inc. and furnished to the Securities and Exchange Commission upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

ODYSSEY MARINE EXPLORATION, INC.

PURSUANT TO 18 U.S.C. SECTION 1350

I hereby certify that, to the best of my knowledge, the quarterly report on Form 10-Q of Odyssey Marine Exploration, Inc. for the period ending September 30, 2009:

(1) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Odyssey Marine Exploration, Inc.

/s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

November 6, 2009

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Odyssey Marine Exploration, Inc. and will be retained by Odyssey Marine Exploration, Inc. and furnished to the Securities and Exchange Commission upon request.