EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 2, 2004 by and between UNITED COMPANIES CORPORATION, a Nevada corporation, with its principal office located at 940 N.W. 1st Street, Fort...Registration Rights Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.6 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 2, 2004 UNITED COMPANIES CORPORATION, a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the...Escrow Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of April 2, 2004, by and between UNITED COMPANIES CORPORATION (the "Company"), and the BUYER(S) listed on Schedule I attached to the...Security Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 2, 2004, by and among UNITED COMPANIES CORPORATION, a Nevada corporation, with headquarters located at 15814 Champion Forest Drive -...Securities Purchase Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
RECITALS: --------Share Exchange Agreement • April 9th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Florida
April 2, 2004 Transfer Online, Inc. 227 Pine Street Suite 300 Portland, Oregon 97204 Attention: Sally Floucher RE: UNITED COMPANIES CORPORATION Ladies and Gentlemen: Reference is made to that certain Standby Equity Distribution Agreement (the "Standby...United Companies Corp • July 16th, 2004 • Wholesale-apparel, piece goods & notions
EXHIBIT 10.5 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS April 2, 2004 Transfer Online, Inc. 227 Pine Street, Suite 300 Portland, Oregon 97204 RE: UNITED COMPANIES CORPORATION Ladies and Gentlemen: Reference is made to that certain Securities Purchase...Securities Purchase Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions
EXHIBIT 10.12 UNITED COMPANIES CORPORATION PLACEMENT AGENT AGREEMENTAgent Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.3 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 2, 2004, by and among UNITED COMPANIES CORPORATION, a Nevada corporation, with its principal office located at 940 N.W. 1st...Investor Registration Rights Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
EXHIBIT 10.9 STANDBY EQUITY DISTRIBUTION AGREEMENT AGREEMENT dated as of the 2nd day of April 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and UNITED COMPANIES CORPORATION, a corporation...Equity Distribution Agreement • July 16th, 2004 • United Companies Corp • Wholesale-apparel, piece goods & notions • Delaware
Brownie’s Marine Group, Inc. SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRESubscription Agreement • September 12th, 2022 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your subscription for a units of the securities of Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), with each unit (the “Unit”) consisting of one (1) share of common stock, par value $0.0001 per share (the “Shares”) and one (1) two year common stock purchase warrant exercisable at $______4 (the “Warrants”) at a purchase price of $______ 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 The proceeds from this offering shall be used for working capital. SUBSCRIPTION AND PURCHASE PRICE.
NOTE EXTENSION AND AMENDMENT AGREEMENTNote Extension and Amendment Agreement • June 29th, 2020 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec
THIS NOTE EXTENSION AND AMENDMENT AGREEMENT (the “Agreement”), dated as of May __, 2020, is entered into by and between BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”), and undersigned (the “Holder”).
INVESTMENT BANKING ENGAGEMENT AGREEMENTInvestment Banking Engagement Agreement • November 22nd, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
Newbridge Securities Corporation (“Newbridge”) is pleased to provide non-exclusive Mergers & Acquisitions (“M&A”) services to Brownie’s Marine Group, Inc., a Florida corporation, (the “Company) with respect to identifying, analyzing, structuring, negotiating and consummating one or several M&A Transactions (as defined in Section 17 below) on the terms and conditions in this letter agreement (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
This EMPLOYMENT AGREEMENT (“Agreement”), is dated as of September __, 2021, with an effective date of August 1, 2021 (“Effective Date”), by and between BROWNIE’S MARINE GROUP, INC., A Florida corporation, with an address at 3001 NW 25 Avenue, Suite 1, Pompano Beach, Florida (the “Company”), and Blake Carmichael, an individual with an address at 524 Northeast 2nd Street, Pompano Beach, FL 33060 (the “Executive”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSSArbitration Agreement • October 12th, 2022 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among BROWNIE’S MARINE GROUP, INC., a Florida corporation, SUBMERSIBLE ACQUISITION, INC., a Florida corporation, SUBMERSIBLE SYSTEMS, INC., a Florida corporation, and THE SHAREHOLDERS OF SUBMERSIBLE...Agreement and Plan of Merger and Reorganization • September 9th, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 3, 2021, by and among Brownie’s Marine Group, Inc., a Florida corporation (the “Purchaser”), Submersible Acquisition, Inc., a Florida corporation (the “Acquisition Subsidiary”), Submersible Systems, Inc., a Florida corporation (the “Company”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista”) (together, constituting all of the shareholders of the Company immediately prior to the Merger, the “Sellers” and each a “Seller”). The Purchaser, the Acquisition Subsidiary, the Company and the Sellers are each a “Party” and referred to collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • California
THIS AGREEMENT (this “Agreement”) is effective as of September 3, 2021 (the “Effective Date”), by and between Submersible Systems, Inc., a Florida Corporation (the “Company”), and Christeen C. Buban (the “Executive”).
ContractBrownie's Marine Group, Inc • October 12th, 2022 • Sporting & athletic goods, nec
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • September 9th, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of September 3, 2021, between BROWNIE’S MARINE GROUP, INC., a Florida corporation, (the “Company”), and Richard S. Kearney, an individual, with an address at 1700 Summit Lake Dr., Tallahassee, FL 32317 (“Kearney”).
STOCK OPTION AGREEMENTStock Option Agreement • March 5th, 2009 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Nevada
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”).
ADVISORY AGREEMENTAdvisory Agreement • August 8th, 2017 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • August 8th, 2017 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
PARTIAL NOTE CONVERSION AGREEMENTPartial Note Conversion Agreement • May 17th, 2013 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
ContractBrownie's Marine Group, Inc • September 9th, 2021 • Sporting & athletic goods, nec
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
DIRECTOR AGREEMENTDirector Agreement • January 10th, 2020 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
THIS AGREEMENT (The “Agreement”) is effective as of the 9th day of January 2020 and is by and between Brownies Marine Group, Inc., a Florida corporation (hereinafter referred to as the “Company”), and Mr. Jeffrey Joseph Guzy (hereinafter referred to as the “Director”).
NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLANNon-Qualified Stock Option Agreement • November 12th, 2020 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of the 5th day of November, 2020, by and between Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Christopher H. Constable, an individual (the “Optionee”).
FORBEARANCE AGREEMENTForbearance Agreement • March 14th, 2011 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
JOINT VENTURE EQUITY EXCHANGE AGREEMENT Effective Date 7-November-2011Joint Venture Equity Exchange Agreement • November 14th, 2011 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2009 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
CONVERSION AGREEMENTConversion Agreement • November 22nd, 2016 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
STOCK OPTION AGREEMENTStock Option Agreement • November 20th, 2013 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
HIR HOLDINGS, LLC INVESTOR RELATIONS CONSULTING AGREEMENTInvestor Relations Consulting Agreement • June 29th, 2020 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
THIS CONSULTING AGREEMENT (“Agreement”) by and between Brownie’s Marine Group, Inc. (OTC: BWMG) (hereinafter referred to as the “Company” or “BWMG”), and HIR Holdings, LLC (hereinafter referred to as the “Consultant” or “HIRH”).
Brownie’s Marine Group, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2019 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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
NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLANNon-Qualified Stock Option Agreement Non-Plan • April 17th, 2020 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into this ___ day of April, 2020 by and between Brownie’s Marine Group, Inc., a Florida corporation (the “Company”) and Robert M. Carmichael, an individual (the “Optionee”).
LOAN AGREEMENTLoan Agreement • November 20th, 2013 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
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”).
