The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Company, and such other duties as directed by the Board. The Committee's purpose is to oversee the accounting and financial reporting processes of the company and the audits of the Company's financial statements. The Committee's role includes a particular focus on the qualitative aspects of financial reporting to Shareholders and on the Company's processes to manage business and financial risk, and for compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, and oversight of the public accounting firm engaged to prepare or issue an audit report on the financial statements of the Company.

MEMBERSHIP

The membership of the Committee consists of at least three directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member will be free of any relationship that, in the opinion of the board, would interfere with his or her individual exercise of independent judgment. Applicable laws and regulations will be followed in evaluating a member's independence. The chairperson is appointed by the full Board.

OPERATIONS

The Committee meets at least six times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. Committee Members will be furnished copies of the minutes of each meeting and any action taken by unanimous consent. The Committee will be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision hereof; (b) any provision of the Bylaws of the Corporation, or (c) the laws of the state of Florida.

COMMUNICATIONS/ REPORTING

The public accounting firm reports directly to the Committee. The Committee is expected to maintain free and open communication with the public accounting firm, the internal auditors, and the Company's management. This communication will include private Executive sessions, at least annually, with each of these parties. The Committee chairperson shall report on Audit Committee activities to the full Board.

EDUCATION The Company is responsible for providing the Committee with educational resources related to accounting principles and procedures, current accounting topics pertinent to the Company and other material as may be requested by the Committee. The Company will assist the Committee in maintaining appropriate financial literacy.

AUTHORITY

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. The Committee will be provided with appropriate funding by the Company, as the Committee determines, for the payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; outside counsel and other advisors as it deems appropriate, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.

RESPONSIBILITIES

The Committee's specific responsibilities in carrying out its oversight role are delineated in the Audit Committee Responsibilities Checklist. The responsibilities checklist will be updated annually to reflect changes in regulatory requirements, authoritative guidance, and evolving oversight practices. As the compendium of Committee responsibilities, the most recently updated Responsibilities Checklist will be considered to be an addendum to this Charter.

The Committee relies on the expertise and knowledge of Management, the internal auditors and the public accounting firm in carrying out its oversight responsibilities. Management of the Company is responsible for determining the Company's financial statements are complete, accurate and in accordance with general accepted accounting principles. The public accounting firm is responsible for auditing the Company's financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations or the Company's internal policies, procedures and controls.

AUDIT COMMITTEE CHARTER RESPONSIBILITIES CALENDAR

RESPONSIBILITY	WHEN PERFORMED Audit Committee Meetings
	Q1	Q2	Q3	Q4	As Needed
1. The agenda for Committee meetings will be prepared in consultation between the Committee chair (with input from the Committee members), Finance management, and the independent auditor.	X	X	X	X	X
2. Review and update the Audit Committee Charter and Responsibilities Calendar annually.				X
3. Provide a report in the annual proxy that includes the Committee's review and discussion of matters with management and the independent auditor.	X
4. Include a copy of the Committee charter as an appendix to the proxy statement at least once every three years.					X
5. Appoint and replace the independent auditor and approve the terms on which the independent auditor is engaged for the ensuing fiscal year.					X
6. Resolve any disagreements between management and the independent auditor about financial reporting.					X
7. Establish and oversee a policy designating permissible services that the independent auditor may perform for the Company, providing for pre- approval of those services by the Committee subject to the de minimis exceptions permitted under applicable rules, and quarterly review the firm's non-audit services and related fees.	X	X	X	X	X
8. Review and approve the appointment or change in the General Auditor.					X
9. Ensure receipt from the independent auditor of a formal written statement delineating all relation- ships between the auditor and the company, consistent with Independence Standards Board Standard 1, and actively engage in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor, and take or recommend that the full Board take appropriate action to oversee the independence of the independent auditor.				X
10. Advise the Board about the Committee's determination whether the Committee consists of a minimum of three members who are financially literate, including at least one member who has accounting or related financial Management expertise.					X
11. Inquire of Finance management and the independent auditor about significant risks or exposures and assess the steps management has taken to minimize such risk to the company.					X
12. Review with the independent auditor and Finance management the audit scope and plan, and coordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent public accountants other than the appointed auditors of the Company.				X	X
13. Consider and review with Finance management, the independent auditor:
a. The Company's annual assessment of the effectiveness of its internal controls and the independent auditor's attestation and report about the Company's assessment. (1)				X	X
b. The adequacy of the Company's internal controls including computerized information system controls and security.				X	X
c. Any related significant findings and recommendations of the independent public accountants and internal audit together with management's responses thereto.				X	X
14. Review with Finance management any significant changes to GAAP and/or MAP policies or standards.	X	X	X	X	X
15. Review with Finance Management and the independent auditor at the completion of the annual audit:
a. The Company's annual financial statements and related footnotes.	X
b. The independent auditor's audit of the financial statements and its report thereon.	X
c. Any significant changes required in the independent auditor's audit plan.	X
d. Any serious difficulties or disputes with management encountered during the course of the audit.	X
e. Other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards.	X
16. Review with Finance management and the independent auditor at least annually the Company's critical accounting policies.	X
17. Review policies and procedures with respect to transactions between the Company and officers and directors or transactions that are not a normal part of the Company's business.		X			X
18. The Chairman of the Audit Committee will participate in a telephonic meeting among Finance management and the independent auditor prior to yearly earnings release. a. Quarterly not required b. Annually upon completion of the audit fieldwork	X
19. Review the periodic reports of the Company with Finance management and the independent auditor prior to filing of the reports with the SEC.	X	X	X	X	X
20. In connection with each periodic report of the Company, review:
a. Management's disclosure to the Committee and the independent auditor under Section 302 of the Sarbanes-Oxley Act.	X	X	X	X
b. The contents of the Chief Executive Officer and the Chief Financial Officer certificates to be filed under Sections 302 and 906 of the Act.	X	X	X	X
21. Monitor the appropriate standards adopted as a code of conduct for Odyssey Marine Exploration, Inc.				X	X
22. Review with the Compliance Officer legal and regulatory matters that may have a material impact on the financial statements, related Company compliance policies, and programs and reports received from regulators.	X	X	X	X
23. Develop, review and oversee procedures for (i) receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters, and (ii) the confidential, anonymous submission of employee concerns regarding accounting or auditing matters.				X
24. Meet with the independent auditor in executive session to discuss any matters that the Committee or the independent auditor believes should be discussed privately with the Audit Committee.	X	X	X	X
25. Meet with Finance management in executive sessions to discuss any matters that the Committee or Finance management believes should be discussed privately with the Audit Committee.					X