Brownie's Marine Group, Inc – STOCK OPTION GRANT (August 1st, 2019)This STOCK OPTION GRANT, dated as of July 29, 2019 is delivered by BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”) to Robert Carmichael, an individual resident of the State of Florida (the “Grantee”).
Brownie's Marine Group, Inc – DIRECTOR AGREEMENT (April 4th, 2019)This DIRECTOR AGREEMENT is dated April 1, 2019 (the “Agreement”) by and between BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”), and CHARLES F. HYATT, an individual (the “Director”).
Brownie's Marine Group, Inc – Brownie’s Marine Group, Inc. SUBSCRIPTION AGREEMENT (March 12th, 2019)This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your subscription for a unit of the securities of Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), with the unit (the “Unit”) consisting of 50,000,000 shares of common stock, par value $0.0001 per share (the “Shares”); 50,000,000 eighteen month common stock purchase warrants exercisable at $0.01 (the “Warrants”). The form of Warrants is attached as Exhibit A to this Agreement and is incorporated herein by such reference. The Company is conducting a private placement (the “Private Placement”) of the Unit at a purchase price of $500,000 per Unit in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D under the terms of this Agreement. All subscription proceeds will be directly paid to the Company. The proceeds from this offering shall be used for research, de
Brownie's Marine Group, Inc – COMMON STOCK PURCHASE WARRANT (March 12th, 2019)This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, CHARLES F. HYATT (“Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), Fifty Million (50,000,000) fully paid and nonassessable shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Holder shall be entitled to purchase the shares of Common Stock in accordance with Section 2 at any time subsequent to the date of this Warrant set forth above and prior to the Expiration Date (as defined below). The shares of Common Stock of the Company for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are hereinafter referred to as the “Shares.” This Warrant is one of a series of Warrants included in the Unit issued and sold pursuant to the terms and conditions of the Company’s Subscription Agreement dated March 7, 2019 (the
Brownie's Marine Group, Inc – Exhibit A FORM OF COMMON STOCK PURCHASE WARRANT (April 17th, 2018)This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, [•] (“Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), [•] fully paid and nonassessable shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Holder shall be entitled to purchase the shares of Common Stock in accordance with Section 2 at any time subsequent to the date of this Warrant set forth above and prior to the Expiration Date (as defined below). The shares of Common Stock of the Company for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are hereinafter referred to as the “Shares.” This Warrant is one of a series of Warrants included in the Units issued and sold pursuant to the terms and conditions of the Company’s ______________ dated ___________ (the “Purchase Agreement”), as may be supplemente
Brownie's Marine Group, Inc – BROWNIE’S MARINE GROUP, INC. (a Florida corporation) 6% SECURED CONVERTIBLE PROMISSORY NOTE (April 17th, 2018)This Note is made by the Company in favor of the Holder pursuant to that certain Subscription Agreement and Purchaser Questionnaire by and between the Company and the Holder, of even date herewith, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”). Capitalized terms used and not otherwise defied herein shall have the meanings set forth in the Purchase Agreement.
Brownie's Marine Group, Inc – INDEPENDENT DIRECTOR AGREEMENT (August 8th, 2017)This INDEPENDENT DIRECTOR AGREEMENT is dated August 1, 2017 (the “Agreement”) by and between BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”), and Mikkel Pitzner, an individual (the “Director”).
Brownie's Marine Group, Inc – ADVISORY AGREEMENT (August 8th, 2017)THIS ADVISORY AGREEMENT (the “Agreement”) is made this 7th day of August, 2017, effective August 1, 2017 (the “Effective Date”), by and between BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”) with its principal place of business located at 3001 NW 25 Avenue, Suite 1, Pompano Beach, Florida 33069 and WESLEY P. SIEBENTHAL, an individual (the “Advisor”) with his principal offices located at 4497 Hill Ct., Orcutt, CA 93455.
Brownie's Marine Group, Inc – CONVERSION AGREEMENT (March 3rd, 2017)THIS CONVERSION AGREEMENT (the “Agreement”) is made effective as of March1st, 2017 by and between BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”), TREBOR INDUSTRIES, INC., a Florida corporation and wholly owned subsidiary of the Company (“Trebor”) (the Company and Trebor sometimes collectively referred to under this Agreement as, the “Company”) and 940 ASSOCIATES, INC., a Florida corporation (the “Licensor”).
Brownie's Marine Group, Inc – CONVERSION AGREEMENT (November 22nd, 2016)THIS CONVERSION AGREEMENT (the “Agreement”) is made effective as of November 21, 2016 by and between BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”), TREBOR INDUSTRIES, INC., a Florida corporation and wholly owned subsidiary of the Company (“Trebor”) (the Company and Trebor sometimes collectively referred to under this Agreement as, the “Company”) and 940 ASSOCIATES, INC., a Florida corporation (the “Licensor”).
Brownie's Marine Group, Inc – ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF brownie’s marine group, inc. (December 16th, 2015)Pursuant to Section 607.1006 of the Florida Business Corporation Act, the undersigned, being the President of BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Corporation”), bearing Document Number P15000080495, does hereby submit these Articles of Amendment for the purpose of amending the Corporation’s Articles of Incorporation as follows:
Brownie's Marine Group, Inc – PLAN OF CONVERSION (October 28th, 2015)THIS PLAN OF CONVERSION, dated as of __________________, 2015 (including all of the Exhibits attached hereto, this “Plan”), is hereby adopted by Brownie’s Marine Group, Inc., a Nevada corporation, in order to set forth the terms, conditions and procedures governing the conversion of Brownie’s Marine Group, Inc. from a Nevada corporation to a Florida corporation pursuant to Section 607 of the Florida Business Corporation Act of the State of Florida, as amended (the “FBCA”), and Section 92A.120 of the Nevada Revised Statutes, as amended (the “NRS”).
Brownie's Marine Group, Inc – BY-LAWS OF BROWNIE’S MARINE GROUP, INC. a Florida corporation INDEX (October 28th, 2015)
Brownie's Marine Group, Inc – CERTIFICATE OF DOMESTICATION OF BROWNIE’S MARINE GROUP, INC. (October 28th, 2015)The undersigned, Chief Executive Officer of Brownie’s Marine Group, Inc., (the “Corporation”), a foreign corporation, in accordance with Section 607.1801 of the Florida Statutes does hereby certify that:
Brownie's Marine Group, Inc – ARTICLES OF INCORPORATION OF BROWNIE’S MARINE GROUP, INC. (October 28th, 2015)The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida.
Brownie's Marine Group, Inc – Promissory Note Trebor Inudistries, Inc., a Florida Corporation d/b/a/ Brownie’s Third Lung (“Brownie’s”) and Brownie’s Marine Group (BWMG) to Robert M. Carmichael Effective April 22, 2015 (May 11th, 2015)For value received, the undersigned Trebor Industries, Inc., a Florida corporation d/b/a/ Brownie’s Third Lung (“Brownie’s), with an address at 3001 NW 25th Ave, Pompano Beach, Florida 33069, promises to pay to the order of Robert M. Carmichael, an individual (Carmichael), with an address of 2124 NE 24th St, Wilton Manors, FL 33305 the sum of $27,000.00 with interest beginning the 1st day of May, 2015 at a rate of 10.00% a year.
Brownie's Marine Group, Inc – LOAN AGREEMENT (November 20th, 2013)THIS LOAN AGREEMENT (the “Agreement”) dated October 30, 2013, is by and among Trebor Industries, Inc., a Florida corporation (“the “Debtor”), Brownie’s Marine Group, Inc., a Florida corporation and Mikkel Pitzner or assigns (the “Lender”).
Brownie's Marine Group, Inc – SECURITY AGREEMENT (November 20th, 2013)This Security Agreement (the “Security Agreement”) is entered into on October 30, 2013 by and among TREBOR INDUSTRIES, INC., a Florida company (the “Debtor”) and MIKKEL PITZNER (the “Secured Party”).
Brownie's Marine Group, Inc – STOCK OPTION AGREEMENT (November 20th, 2013)THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into on October 30, 2013, by and between Brownie’s Marine Group, Inc., a Nevada corporation (the “Company”) and Mikkel Pitzner (“Optionee”).
Brownie's Marine Group, Inc – TREBOR INDUSTRIES, INC. (a Florida corporation) SENIOR SECURED PROMISSORY NOTE (November 20th, 2013)TREBOR INDUSTRIES, INC., a Florida corporation (the “Company”), for value received and intending to be legally bound, hereby promises to pay to the order of Mikkel Pitzner (“Lender”), with a business address at 10205 Piedmont Drive, Highlands Ranch, Colorado 80126, the principal amount of Eighty Five Thousand ($85,000) Dollars (the “Principal Amount”) on or before the twelve month anniversary of the “Effective Date” as defined under that certain Loan Agreement by and between the Company, Brownie’s Marine Group, Inc. and Lender dated even herewith (the “Maturity Date”), together with interest thereon at the rate of 21.21% per annum, as set forth herein (the “Note”).
Brownie's Marine Group, Inc – Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock) (July 15th, 2013)
Brownie's Marine Group, Inc – PARTIAL NOTE CONVERSION AGREEMENT (May 17th, 2013)THIS PARTIAL NOTE CONVERSION AGREEMENT (the “Agreement”) is made effective as of May 13, 2013 by and between BROWNIE’S MARINE GROUP, INC., a Nevada corporation (the “Company”), TREBOR INDUSTRIES, INC., a wholly owned subsidiary of the Company (“Trebor”) (the Company and Trebor sometimes collectively referred to under this Agreement as, the “Company”) and ROBERT CARMICHAEL, an individual (the “Lender”).
Brownie's Marine Group, Inc – JOINT VENTURE EQUITY EXCHANGE AGREEMENT Effective Date 7-November-2011 (November 14th, 2011)This Joint Venture Equity Exchange Agreement is made and entered into by and between Pompano Dive Center, LLC., a Florida limited liability company having an address at 101 N Riverside Drive, Suite 111, Pompano Beach, Florida 33062 (hereafter “PDC”) and Brownie’s Marine Group, Inc., a Nevada corporation, together with its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation d/b/a Brownie’s Third Lung, having an address at 940 N.W. lst Street, Ft. Lauderdale, Florida 33311 (hereafter collectively “BMG”) , for the purpose of engaging in an enterprise for profit, more specifically for the sale of BMG’s products at PDC’s location.
Brownie's Marine Group, Inc – CONVERTIBLE PROMISSORY NOTE (November 14th, 2011)This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
Brownie's Marine Group, Inc – ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF BROWNIE’S MARINE GROUP, INC. CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK (April 27th, 2011)The undersigned President of BROWNIE’S MARINE GROUP, INC., (the “Corporation”), a company organized and existing under the laws of the State of Nevada, certifies that pursuant to the authority contained in the Corporation’s Articles of Incorporation, and in accordance with the provisions of the resolution creating a series of the class of the Corporation’s authorized Preferred Stock designated as Series A Convertible Preferred Stock:
Brownie's Marine Group, Inc – BROWNIE’S MARINE GROUP, INC. Restricted Stock Agreement (April 27th, 2011)This letter constitutes the Restricted Stock Agreement and sets forth the terms and conditions of your award, as determined by the Board.
Brownie's Marine Group, Inc – Contract (March 14th, 2011)THIS NOTE CONSOLIDATES AND RESTATES THE PRINCIPAL BALANCE OF THAT CERTAIN (i) PROMISSORY NOTE DATED FEBRUARY 22, 2007, IN THE FACE AMOUNT OF $1,000,000.00 AND (ii) PROMISSORY NOTE DATED FEBRUARY 10, 2010, IN THE FACE AMOUNT OF $199,990.25 (COLLECTIVELY, AS THE "EXISTING NOTES"), FROM THE BORROWER TO THE LENDER. DOCUMENTARY STAMP TAX AND INTANGIBLE TAX IN THE REQUIRED LEGAL AMOUNT HAS BEEN PAID ON THE EXISTING NOTES AND NO ADDITIONAL DOCUMENTARY STAMP TAX OR INTANGIBLE TAX IS DUE AND PAYABLE WITH RESPECT TO THIS NOTE.
Brownie's Marine Group, Inc – CONVERTIBLE PROMISSORY NOTE (March 14th, 2011)This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
Brownie's Marine Group, Inc – FORBEARANCE AGREEMENT (March 14th, 2011)THIS FORBEARANCE AGREEMENT (this “Agreement”), dated February ___, 2011, and effective as of November 22, 2010 (the “Effective Date”), is entered into by and between BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the “Bank”), as successor-in-interest to Colonial Bank by asset acquisition from the FDIC as Receiver for Colonial Bank (“Colonial Bank”),1 TREBOR INDUSTRIES, INC., a Florida corporation (“Trebor”), and ROBERT M. CARMICHAEL, individually, (“Carmichael”) (Trebor and Carmichael, collectively as the “Loan Parties”).
Brownie's Marine Group, Inc – AGREEMENT (January 6th, 2011)This Agreement (the “Agreement”) is by and among, Brownie’s Marine Group, Inc., a Nevada corporation (the “Company”) and Carleigh Rae Corp., a Florida corporation (the “Seller”).
Brownie's Marine Group, Inc – Amendment to Bylaws (December 7th, 2010)Pursuant to a written consent of the board of directors of Brownie’s Marine Group, Inc., a Nevada corporation (the “Company”) effective December 7, 2010 and in accordance with the laws of the State of Nevada and articles of incorporation, as amended, and bylaws of the Company, Section 3.11 of the Company’s bylaws are amended and restated as follows:
Brownie's Marine Group, Inc – ASSET PURCHASE AGREEMENT (January 19th, 2010)THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is effective December 31, 2009 by and among, Brownie’s Marine Group, Inc., a Nevada corporation (the “Buyer”) and Robert M. Carmichael, an individual residing in the State of Florida (the “Seller”).
Brownie's Marine Group, Inc – STOCK OPTION AGREEMENT (March 5th, 2009)THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into on this March 3, 2009, by and between Brownie’s Marine Group, Inc., a Nevada corporation (the “Company”), and Robert Carmichael (“Optionee”).
Brownie's Marine Group, Inc – ASSET PURCHASE AGREEMENT (March 5th, 2009)THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated March 3, 2009 by and among, Trebor Industries, Inc., a Florida corporation (the “Buyer”) and Robert M. Carmichael, an individual residing in the State of Florida (the “Seller”).
Brownie's Marine Group, Inc – ASSET PURCHASE AGREEMENT (August 1st, 2008)THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated July 31, 2008 by and among, Trebor Industries, Inc., a Florida corporation (the “Buyer”) and Robert M. Carmichael, an individual residing in the State of Florida (the “Seller”).
