EX-10.2



 Exhibit 10.2 

Execution Version 

PROMISSORY NOTE 
  

 
  

					
	$1,099,367.00	  		  	April 20, 2018

 FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation
(“Borrower”), hereby promises to pay to the order of MONACO FINANCIAL, LLC, a California limited liability company (“Lender”), the principal sum of One Million Ninety-Nine Thousand Three Hundred
Sixty Seven Dollars ($1,099,367.00), together with interest accruing at the rate of ten percent (10.0%) per annum on the outstanding amount of principal. This Note evidences the loan deemed to be made pursuant to that certain Loan and Security
Agreement of even date herewith by and between Borrower and Lender (the “Loan Agreement”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. 

Article 1 
 Payment Terms

 Section 1.01. Maturity. The entire unpaid principal sum disbursed and outstanding, together with any
interest thereon remaining unpaid and any other sums due the Lender in connection with the Loan shall be due and payable in full on first anniversary of the date of this Note. 

Section 1.02. Prepayment. Borrower shall have the right to prepay this Note, in whole or part, at any time,
in accordance with the terms of this Note and the Loan Agreement upon 30 days’ written notice (a “Prepayment Notice”) to Lender. 

Article 2 
 Default and
Remedies 
 Section 2.01. Default. The occurrence of an Event of Default under the Loan Agreement shall
constitute an “Event of Default” hereunder. 
 Section 2.02. Remedies. Upon the occurrence
and continuation of an Event of Default that has not been cured in accordance with the terms of the Loan Agreement, or at any time thereafter, at the option of Lender, all indebtedness hereunder immediately will become due and payable upon written
notice to Borrower from Lender, and Lender shall be entitled to exercise its other rights and remedies set forth in Article 8 of the Loan Agreement. 

Article 3 
 Miscellaneous

 Section 3.01. Notices. All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested); or (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent
after normal business hours of the recipient. Such communications must be sent to 







 
the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.01): 

 

							
		 	If to Borrower:	  	Odyssey Marine Exploration, Inc.	  	
		 		  	5215 West Laurel Street	  	
		 		  	Tampa, Florida 33607	  	
		 		  	Attention: President and CFO	  	
		 		  	Email: mark@odysseymarine.com	  	
				
		 	With a copy to:	  	Akerman LLP	  	
		 		  	401 East Jackson Street	  	
		 		  	Suite 1700	  	
		 		  	Tampa, Florida 33602	  	
		 		  	Attention: David M. Doney	  	
		 		  	Email: david.doney@akerman.com	  	
				
		 	If to Lender:	  	c/o Borchard & Callahan, APC	  	
		 		  	25909 Pala	  	
		 		  	Suite 300	  	
		 		  	Mission Viejo, California 92691	  	
		 		  	Attention: Thomas Borchard	  	
		 		  	Email: tborchard@borchardlaw.com	  	

 Section 3.02. Interpretation. For purposes of this Note, (a) the words
“include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,”
“hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. Unless the context otherwise requires, references herein: (x) to Articles and Sections mean the Articles and Sections of, and
Exhibits attached to, this Note; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and
(z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 

Section 3.03. Headings. The headings in this Note are for reference only and shall not affect the
interpretation of this Note. 
 Section 3.04. Severability. If any term or provision of this Note is
invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

Section 3.05. Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed,
except that Lender may assign its rights hereunder to an affiliate of Lender without the prior consent of Borrower. 

  
 2 








 Section 3.06. Amendment and Modification; Waiver. This Note may
only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No
waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that
waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Note shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

Section 3.07. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 

(a)    This Note shall be governed by and construed in accordance with the internal laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). 

(b)    ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF FLORIDA IN EACH CASE LOCATED IN THE CITY OF TAMPA AND COUNTY OF HILLSBOROUGH, AND EACH PARTY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 

(c)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.07(c). 

  
 3 








 Section 3.08. Counterparts. This Note may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Note delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Note. 
 [Signatures on
following page(s).] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Note to be executed as of the date
first written above by their respective officers thereunto duly authorized. 
  

			
	ODYSSEY MARINE EXPLORATION, INC.
		
	 By:
	 	  

		 	 Mark D. Gordon

		 	President and Chief Executive Officer


  

			
	Agreed and accepted as payee:
	
	MONACO FINANCIAL, LLC
		
	By:	 	  

		 	Michael A. Carabini, President


  
 5