Third Amendment to the Loan and Security Agreement



 Exhibit 10.1 
 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 This Third Amendment to Loan
and Security Agreement (the “Third Amendment”) is executed on this __30_ day of March, 2012, between FIFTH THIRD BANK, an Ohio banking corporation, having a mailing address of 201 East Kennedy Boulevard, Suite 1800, Tampa, Florida
33602 (the “Bank”) and ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation authorized to do business in Florida, having its principal place of business at 5215 West Laurel Street, Tampa, Florida 33607 (the “Borrower”),
and amends and modifies that certain Revolving Credit Loan and Security Agreement dated February 8, 2008, as previously amended by First Amendment dated April 23, 2010, and Second Amendment dated May 4, 2011 (collectively the
“Loan Agreement”), as follows: 
 1.         Terms. All of the capitalized terms
in this Third Amendment shall have the meanings as defined in the Loan Agreement. 

2.         Term Loan Renewal. The Bank is renewing the Term Loan in the original principal
amount of $5,000,000.00 with a current principal balance of $3,000,000.00, advancing an additional loan in the principal amount of $2,000,000.00 for a consolidated loan in the principal amount of $5,000,000.00 (the “Consolidation Loan”),
as evidenced by a Renewal, Advance and Consolidation Term Promissory Note dated of even date herewith (the “Consolidation Note”). 
 3.         Loan and Note. The term “Loan” under the Loan Agreement is hereby modified to reference the revised amount due under the Consolidation Loan and
the term “Note” under the Loan Agreement is hereby modified to refer to the terms of the Consolidation Note. 

5.         Warranties. Borrower hereby affirms and warrants that all of the warranties made in the
Loan Documents, and any other documents or instruments recited herein or executed with respect thereto directly or indirectly, are true and correct as of the date hereof and that Borrower is not in default of any of the foregoing nor aware of any
default with respect thereto, and that Borrower has no defenses or rights of offset with respect to any indebtedness to the Bank. Borrower hereby releases the Bank from any cause of action against it existing as of the date of execution hereof. The
rights and defenses being waived and released hereunder include without limitation any claim or defense based on the Bank having charged or collected interest at a rate greater than that allowed to be contracted for by applicable law as changed from
time to time, provided, however, in no event shall such waiver and release be deemed to change or modify the terms of the Loan Documents which provide that sums paid or received in excess of the maximum rate of interest allowed to be contracted for
by applicable law, as changed from time to time, reduce the principal sum due, said provision to be in full force and effect. 

6.         Consent and Waiver. Borrower hereby consents to the foregoing and agree that the
execution of this Third Amendment shall in no manner or way whatsoever impair or otherwise adversely affect Borrower’s liability to the Bank under the Loan Documents or any other instrument set forth in the Recitals or herein, all as modified
by this Third Amendment. 







 7.         Cross Document Default. Any default under
the terms and conditions of this Third Amendment or of any instrument set forth herein or contemplated by this Third Amendment shall be and is a default under every other instrument set forth herein or contemplated by this Third Amendment.

 8.         Ratification. Except as modified by this Third Amendment, Borrower hereby
ratifies and confirms the continued validity and viability of all terms, conditions and obligations set forth in the Loan Documents and all other instruments executed in connection with this Third Amendment, all as modified by this Third Amendment.

 9.         Severability. Whenever possible, each provision of this Third Amendment shall
be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity
only, without invalidating the remainder of such provision or of the remaining provisions of this Third Amendment. 

10.       Florida Contract. This Third Amendment shall be deemed a Florida contract and shall be construed
according to the laws of the State of Florida, regardless of whether this Third Amendment is executed by certain of the parties hereto in other states. 
  

	 11.      
	 Time. Time is of the essence of this Third Amendment. 


 12.       Binding Effect and Modification. This Third Amendment shall bind the successors and assigns to the parties hereto and constitutes the entire understanding of the
parties, which may not be modified except in writing, executed by all parties hereto in the same form as this Third Amendment. 

13.       Waiver of Jury Trial. The parties to this Third Amendment hereby irrevocably waive their respective
rights to trial by jury in any and all actions arising out of the terms of this Third Amendment. 

14.       Conflict. As to any conflict between the terms of the Loan Agreement and the terms of this Third
Amendment, the terms of this Third Amendment shall supersede and control over such other terms. 
 15.      
Execution in Counterparts. This Third Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument, and in making proof of this Third
Amendment it shall not be necessary to produce or account for more than one such counterpart. 

  
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 16.       Other Terms. Except as specifically modified and
amended by the terms set forth in this Third Amendment, all of the other terms, covenants, obligations and conditions of the Loan Agreement shall remain in full force and effect. 

Entered into as of the day and year first above written. 

 

							
	 WITNESSES:
	 		 	 “BORROWER”

		 		 	
	 	 		 	 ODYSSEY MARINE EXPLORATION, INC.,
 a Nevada corporation

	 Signature of Witness
	 		 	
	 	 		 	 By:             /s/  Michael
Holmes                

	 Print or type name of Witness
	 		 		 	 Michael Holmes,

		 		 		 	 as its Chief Financial Officer

	 Signature of Witness
	 		 		 	
		 		 		 	(CORPORATE SEAL)                    
	 Print or type name of Witness
	 		 		 	
		 		 		 	
		 		 	 “BANK”

		 		 		 	
		 		 	 FIFTH THIRD BANK,
 an Ohio banking corporation

		 		 		 	
		 		 	 By:             /s/   Daniel
Riley                

	 Signature of Witness
	 		 		 	 Daniel Riley, as its Vice President

				
		 		 		 	
	 Print or type name of Witness
	 		 		 	
		 		 		 	        (CORPORATE SEAL)        
	 Signature of Witness
	 		 		 	
				
		 		 		 	
	 Print or type name of Witness
	 		 		 	

 STATE OF FLORIDA 
 COUNTY OF PINELLAS 
 The foregoing instrument was acknowledged before me this
            day of March 2012, by Michael Holmes, as Chief Financial Officer of ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, on behalf of the corporation. 

 

							
			
	 	 	 Personally known
	 	 
	 	 	 Florida Driver’s License
	 	 Notary Public

	 	 	 Other Identification Produced
	 	
				
		 		 		 	
		 	 	 		 	 Print or type name of Notary

		 		 		 	
		 		 		 	(SEAL)


  
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 STATE OF FLORIDA 
 COUNTY OF PINELLAS 
 The foregoing instrument was acknowledged before me this
            day of March, 2012, by Daniel Riley, as Vice President of FIFTH THIRD BANK, an Ohio banking corporation, on behalf of the Bank. 

 

							
			
	 	 	 Personally known
	 	 
	 	 	 Florida Driver’s License
	 	 Notary Public

	 	 	 Other Identification Produced
	 	
				
		 		 		 	
		 	 	 		 	 Print or type name of Notary

		 		 		 	
		 		 		 	(SEAL)


  
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