ARTICLES OF INCORPORATION

                                      OF

                        ODYSSEY MARINE EXPLORATION, INC.

 

     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned incorporator being

a natural person of the age of twenty-one years or more and desiring to form a

body corporate under the laws of the State of Nevada does hereby sign, verify

and deliver in duplicate to the Secretary of State of the State of Nevada,

these Articles of Incorporation:

 

                                   ARTICLE I

                                     NAME

 

     The name of the Corporation shall be:  ODYSSEY MARINE EXPLORATION, INC.

 

                                  ARTICLE II

                              PERIOD OF DURATION

 

     The Corporation shall exist in perpetuity, from and after the date of

filing these Articles of Incorporation with the Secretary of State of the

State of Nevada unless dissolved according to law.

 

                                  ARTICLE III

                              PURPOSES AND POWERS

 

     1.     Purposes.  Except as restricted by these Articles of

Incorporation, the Corporation is organized for the purpose of transacting all

lawful business for which corporations may be incorporated pursuant to the

Nevada Business Corporation Act.

 

     2.     General Powers.  Except as restricted by these Articles of

Incorporation, the Corporation shall have and may exercise all powers and

rights which a corporation may exercise legally pursuant to the Nevada

Business Corporation Act.

 

     3.     Issuance of Shares.  The board of directors of the Corporation may

divide and issue any class of stock of the Corporation in series pursuant to a

resolution properly filed with the Secretary of State of the State of Nevada.

 

                                 ARTICLE IV

                                CAPITAL STOCK

 

     The aggregate number of shares which this Corporation shall have

authority to issue is: One Hundred Million (100,000,000) shares of $.0001 par

value each, which shares shall be designated "Common Stock"; and Ten Million

(10,000,000) shares of $.0001 par value each, which shares shall be designated

"Preferred Stock" and which may be issued in one or more series at the

discretion of the Board of Directors.  The Board of Directors is hereby vested

with authority to fix by resolution or resolutions the designations and the

powers, preferences and relative, participating, optional or other special

rights, and qualifications, limitations or restrictions thereof, including

without limitation the dividend rate, conversion or exchange rights,

 

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redemption price and liquidation preference, of any series of shares of

Preferred Stock, and to fix the number of shares constituting any such series,

and to increase or decrease the number of shares of any such series (but not

below the number of shares thereof then outstanding).  In case the number of

shares of any such series shall be so decreased, the shares constituting such

decrease shall resume the status which they had prior to the adoption of the

resolution or resolutions originally fixing the number of shares of such

series.   All shares of any one series shall be alike in every particular

except as otherwise provided by these Articles of Incorporation or the Nevada

Business Corporation Act.

 

     No holder of any shares of the Corporation, whether now or hereafter

authorized, shall have any preemptive or preferential right to acquire any

shares or securities of the Corporation, including shares or securities held

in the treasury of the Corporation.

 

                                  ARTICLE V

                              CUMULATIVE VOTING

 

     Each outstanding share of Common Stock shall be entitled to one vote and

each fractional share of Common Stock shall be entitled to a corresponding

fractional vote on each matter submitted to a vote of shareholders.  A

majority of the shares of Common Stock entitled to vote, represented in person

or by proxy, shall constitute a quorum at a meeting of shareholders.  Except

as otherwise provided by these Articles of Incorporation or the Nevada

Business Corporation Act, if a quorum is present, the affirmative vote of a

majority of the shares represented at the meeting and entitled to vote on the

subject matter shall be the act of the shareholders.  Cumulative voting shall

not be allowed in the election of directors of this Corporation.

 

     Shares of Preferred Stock shall only be entitled to such vote as is

determined by the Board of Directors prior to the issuance of such stock,

except as required by law, in which case each share of Preferred Stock shall

be entitled to one vote.

 

                                  ARTICLE VI

              TRANSACTIONS WITH INTERESTED DIRECTORS OR OFFICERS

 

     No contract or other transaction between the Corporation and one or more

of its directors or officers, or between the Corporation and any corporation,

firm or association in which one or more of its directors or officers are

directors or officers or are financially interested, shall be either void or

voidable solely because of such relationship or interest or solely because

such director or officer is present at the meeting of the board of directors

or a committee thereof which authorizes, approves, or ratifies such contract

or transaction or solely because their votes are counted for such purpose, if:

 

          (a)     The fact of such relationship or interest is disclosed or

known to the board of directors or committee and noted in the minutes, and the

board or committee authorizes, approves, or ratifies the contract or

transaction in good faith by a vote or consent sufficient for the purpose

without counting the votes or consents of such interested directors; or

 

 

 

 

 

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          (b)     The fact of such relationship or interest is disclosed or

known to the shareholders entitled to vote and they authorize, approve, or

ratify such contract or transaction in good faith bya majority vote or written

consent.  The votes of the common or interested directors or officers must be

counted in any such vote of stockholders; or

 

          (c)     The fact of such relationship or interest is not disclosed

or known to the director or officer at the time the transaction is brought

before the board of directors of the corporation for action; or

 

          (d)     The contract or transaction is fair and reasonable as to the

Corporation at the time it is authorized or approved.

 

     Common or interested directors may be counted in determining the presence

of a quorum at a meeting of the board of directors or a committee thereof

which authorizes, approves, or ratifies such contract or transaction, and if

the votes of the common or interested directors are not counted at the

meeting, then a majority of the disinterested directors may authorize, approve

or ratify the contract or transaction.

 

                                 ARTICLE VII

                               INDEMNIFICATION

 

     The Corporation is authorized to provide indemnification of its

directors, officers, employees and agents; whether by bylaw, agreement, vote

of shareholders or disinterested directors or otherwise, in excess of the

indemnification expressly permitted by Section 78.751 of the Nevada Business

Corporation Act for breach of duty to the Corporation and its shareholders,

subject only to the applicable limits upon such indemnification as set forth

in the Nevada Business Corporation Act.  Any repeal or modification of this

Article VII or Article XI shall not adversely affect any right or protection

of a director or officer of the Corporation existing at the time of such

repeal or modification.

 

                                ARTICLE VIII

                       ADOPTION AND AMENDMENT OF BYLAWS

 

     The initial Bylaws of the Corporation shall be adopted by its board of

directors.  Subject to repeal or change by action of the shareholders, the

power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested

in the board of directors.  The Bylaws may contain any provisions for the

regulation and management of the affairs of the Corporation not inconsistent

with law or these Articles of Incorporation.

 

                                  ARTICLE IX

                                RESIDENT AGENT

 

     The name of the Corporation's resident agent and the street address in

Washoe County, Nevada for such resident agent where process may be served are

The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada

89501.

 

     The resident agent may be changed in the manner permitted by law.

 

 

 

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                                  ARTICLE X

                         INITIAL BOARD OF DIRECTORS

 

     The number of directors of the Corporation shall be fixed by the Bylaws

of the Corporation, and the number of directors of the Corporation may be

changed from time to time by consent of the Corporation's directors.  The

initial board of directors of the Corporation shall consist of six (6)

directors.  The names and addresses of the persons who shall serve as

directors until the first annual meeting of shareholders and until their

successors are elected and shall qualify are:

 

     John C. Morris          Gregory P. Stemm       William C. Callari

     3507 Frontage Road      3507 Frontage Road     3507 Frontage Road

     Suite 100               Suite 100              Suite 100

     Tampa, FL 33607         Tampa, FL 33607        Tampa, FL 33607

 

     E. Eugene Cooke         Brad Baker             Gerald Goodman

     3507 Frontage Road      3507 Frontage Road     3507 Frontage Road

     Suite 100               Suite 100              Suite 100

     Tampa, FL 33607          Tampa, FL 33607        Tampa, FL 33607

 

                                 ARTICLE XI

                          LIMITATION OF LIABILITY OF

            DIRECTORS AND OFFICERS TO CORPORATION AND SHAREHOLDERS

 

     No director or officer shall be liable to the Corporation or any

shareholder for damages for breach of fiduciary duty as a director or officer,

except for any matter in respect of which such director or officer (a) shall

be liable under Section 78.300 of the Nevada Business Corporation Act or any

amendment thereto or successor provision thereto; or (b) shall have acted or

failed to act in a manner involving intentional misconduct, fraud or a knowing

violation of law.  Neither the amendment nor repeal of this Article, nor the

adoption of any provision in the Articles of Incorporation inconsistent with

this Article, shall eliminate or reduce the effect of this Article in respect

of any matter occurring prior to such amendment, repeal or adoption of an

inconsistent provision.  This Article shall apply to the full extent now

permitted by Nevada law or as may be permitted in the future by changes or

enactments in Nevada law, including without limitation Section 78.300 and/or

the Nevada Business Corporation Act.

 

                                 ARTICLE XII

                                INCORPORATOR

 

     The name and address of the incorporator are:  Jon D. Sawyer, 600 - 17th

Street, Suite 2700, South Tower, Denver, Colorado 80202.

 

     IN WITNESS WHEREOF, the above-named incorporator has signed these

Articles of Incorporation this 26th day of August, 1997.

 

 

                                 /s/ Jon D. Sawyer

                                 Jon D. Sawyer

 

 

 

 

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STATE OF COLORADO     )

                      ) ss.

COUNTY OF DENVER      )

 

     On the 26th day of August, 1997 personally appeared before me, a notary

public, Jon D. Sawyer, who acknowledged before me that he executed the

foregoing Articles of Incorporation.

 

     My commission expires: 7/21/98

 

                                 /s/ Margaret A. Beck

                                 Notary Public

                                 600 - 17th Street, Suite 2700 South Tower

                                 Denver, CO 80202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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                   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

 

                              BY RESIDENT AGENT

 

The Corporation Trust Company of Nevada hereby accepts the appointment of

Resident Agent of ODYSSEY MARINE EXPLORATION, INC.

 

 

The Corporation Trust Company of Nevada

 

                       Resident Agent

 

By /s/ Marcia J. Sunahara               Date  August 26, 1997

   Marcia J. Sunahara, Asst. Secy.

 

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Odyssey Marine Exploration, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

The first sentence of Article IV (Capital Stock) of the Articles of Incorporation is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

“The aggregate number of shares which this Corporation shall have the authority to issue is: One Hundred Fifty Million (150,000,000) shares of $0.0001 par value each, which shares shall be designated “Common Stock”; and Ten Million (10,000,000) shares of $0.0001 par value each, which shares shall be designated “Preferred Stock” and which may be issued in one or more series at the discretion of the Board of Directors.”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Shares representing 71.6% of the outstanding voting power (or 95.3% of the shares voted) were voted in favor of the amendment.

4. Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

 

LOGO

 

Signature of Officer Michael J. Holmes, Chief Financial Officer

 

 

*

If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

  

Nevada Secretary of State Amend Profit-After

Revise: 3-6-09

 

[As filed: 06-07-2011]