8-K - BWMG - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported) September 17, 2021

Brownie’s<br> Marine Group, Inc.
(Exact name of registrant as specified in its charter)
Florida	333-99393	90-0226181
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(State or other jurisdiction of incorporation or organization)	(Commission<br><br> <br>File Number)	(I.R.S. Employer Identification No.)

3001NW 25 Avenue, Suite 1, Pompano Beach, FL 33069

(Addressof principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (954) 462-5570

_______________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
none	not<br> applicable	not<br> applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging<br> growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02	Unregistered Sales of Equity Securities.

On September 17, 2021 Brownie’s Marine Group, Inc., a Florida corporation (the “Company”) completed a private placement of an aggregate of 14,600,000 Units to five purchasers at a purchase price of $0.025 per Unit for gross proceeds of $365,000, with each Unit consisting of one restricted share of the Company’s common stock and one two year common stock purchase warrant (the Warrant”) to purchase one restricted share of common stock at an exercise price of $0.025 per share. The Units were offered and sold pursuant to the terms of a Subscription Agreement (the “Subscription Agreement”) in private transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Section 4(a)(2) of that act. The purchasers were accredited or otherwise qualified investors and included Mr. Charles F. Hyatt, a member of the Company’s Board of Directors and an affiliate of Mr. Hyatt, who purchased an aggregate of 10,600,000 Units. The Company did not pay any commissions or finder’s fees and is using the proceeds for working capital.

The foregoing descriptions of the Subscription Agreement and Warrant are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

		Incorporated by Reference			Filed or<br><br> <br>Furnished<br><br> <br>Herewith
No.	Exhibit Description	Form	Date Filed	Number
10.1	Form of Unit Subscription Agreement September 2021				Filed
10.2	Form of Warrant September 2021				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Brownie’s<br> Marine Group, Inc.
Date:<br> October 5, 2021	By:	/s/ Christopher H. Constable
		Christopher<br> H. Constable, Chief Executive Officer

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Exhibit10.1

NAME OF SUBSCRIBER: ___________________

Brownie’s Marine Group, Inc.

SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE

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 $0.025 (the “Warrants”) at a purchase price of $0.025 per Unit in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “SecuritiesAct”) 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.

(a)	Subscription.<br> The undersigned hereby irrevocably subscribes for and agrees to purchase the number of Units<br> as indicated on page 11 hereof on the terms and conditions described herein.
(b)	Purchase of Securities. The undersigned understands and acknowledges that the purchase price<br> to be remitted to the Company in exchange for the Units shall be $0.025 per Unit times the<br> number of Units subscribed for (the “Purchase Price”). Payment<br> of the Purchase Price shall be made by the undersigned, by: (1) certified or bank check made<br> payable to “Brownie’s Marine Group, Inc.” or (2) wire transfer of immediately<br> available funds, contemporaneously with the execution and delivery of the Subscription Agreement,<br> to “Brownie’s Marine Group, Inc.,” pursuant to the wire instructions attached<br> hereto, or (3) a combination of (1) and (2) above.

(a)

Subscription. The undersigned hereby irrevocably subscribes for and agrees to purchase the number of Units as indicated on page 11 hereof on the terms and conditions described herein.

(b)

Purchase of Securities. The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Units shall be $0.025 per Unit times the number of Units subscribed for (the “Purchase Price”). Payment of the Purchase Price shall be made by the undersigned, by: (1) certified or bank check made payable to “Brownie’s Marine Group, Inc.” or (2) wire transfer of immediately available funds, contemporaneously with the execution and delivery of the Subscription Agreement, to “Brownie’s Marine Group, Inc.,” pursuant to the wire instructions attached hereto, or (3) a combination of (1) and (2) above.

2. ACCEPTANCE AND CLOSING PROCEDURES.

(a)	Acceptance or Rejection. The undersigned understands and agrees that this subscription may be<br> accepted or rejected by the Company, in whole or in part, in its sole and absolute discretion,<br> and if accepted, the Units, including the Shares and Warrants purchased pursuant hereto,<br> will be issued only in the name of the undersigned as specified on the signature page of<br> this Agreement. In the event of rejection of the Agreement by the Company, this Agreement<br> shall thereafter have no force or effect, and the Company shall promptly return or cause<br> to be returned to the undersigned the Purchase Price, without interest thereon or deduction<br> therefrom.
(b)	Closing.<br> Closing shall occur upon the acceptance by the Company of the Agreement and payment of the<br> Purchase Price.

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3. INVESTOR’S REPRESENTATIONS AND WARRANTIES.

The undersigned makes the following agreements, representations, declarations, acknowledgments and warranties to the Company in making the sale of the Units with the intent that they be relied upon in determining the undersigned’s suitability as a purchaser of the Units:

(a)	The<br> undersigned has full power and authority to enter into this Agreement, the execution and<br> delivery of which has been duly authorized, if applicable, and this Agreement constitutes<br> a valid and legally binding obligation of the undersigned.
(b)	The<br> undersigned acknowledges that the offering and sale of the Units is intended to be exempt<br> from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities<br> Act and the provisions of Regulation D and/or Rule 506(b) promulgated thereunder. In furtherance<br> thereof, the undersigned represents and warrants as follows:
(i)	The<br> undersigned realizes that the basis for the exemption from registration may not be available<br> if, notwithstanding the undersigned’s representations contained herein, the undersigned<br> is merely acquiring the Units for a fixed or determinable period in the future, or for a<br> market rise, or for sale if the market does not rise. The undersigned does not have any such<br> intention;
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(ii)	The<br> undersigned is acquiring the Units solely for the undersigned’s own beneficial account,<br> for investment purposes, and not with a view to, or resale in connection with, any distribution<br> of the Units;
(iii)	The<br> undersigned has no contract, undertaking, agreement or arrangement with any person to sell,<br> transfer or pledge all or any part of the Units for which the undersigned hereby subscribes,<br> and the undersigned has no present plans or intentions to enter into any such contract, undertaking<br> or arrangement;
(iv)	The<br> undersigned has the financial ability to bear the economic risk of the undersigned’s<br> investment, has adequate means for providing for the undersigned’s current needs and<br> contingencies, and has no need for liquidity with respect to the undersigned’s investment<br> in the Company; and
(v)	The<br> undersigned has such knowledge and experience in financial and business matters as to be<br> capable of evaluating the merits and risks of the prospective investment in the Unit Securities<br> (as defined below). If other than an individual, the undersigned also represents it has not<br> been organized for the purpose of acquiring the Units.
(c)	The<br> undersigned is an “accredited investor,” as that term is defined in Rule 501(a)<br> of Regulation D. Please check the appropriate box(es) below to indicate which test the undersigned meets to be an “accredited investor.” If you do not meet one or more of these tests you are not eligible to purchase the Units.
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[ ]	The<br> undersigned is a natural person whose individual net worth, or joint net worth with that<br> person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating<br> net worth under this paragraph (a)(5):
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●	the<br> person’s primary residence will not be included as an asset;
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●	indebtedness<br> that is secured by the person’s primary residence, up to the estimated fair market<br> value of the primary residence at the time of the sale of Units, will not be included as<br> a liability (except that if the amount of such indebtedness outstanding at the time of sale<br> of the Units exceeds the amount outstanding 60 days before such time, other than as a result<br> of the acquisition of the primary residence, the amount of such excess shall be included<br> as a liability); and

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| --- | | ● | indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of the Units shall be included as a liability. | | --- | --- |

For the purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard does not require that the Units be purchased jointly.

[ ]	The<br> undersigned is a natural person who had an individual income in excess of $200,000 in each<br> of the two most recent years or joint income with that person’s spouse or spousal equivalent<br> in excess of $300,000 in each of those years and has a reasonable expectation of reaching<br> the same income level in the current year.
[ ]	The<br> undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific<br> purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described<br> in Rule 506(b)(2)(ii) of the Regulation D under the Securities Act.
[ ]	The<br> undersigned is an entity in which all of the equity owners are accredited investors.
[ ]	The<br> undersigned is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings<br> and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities<br> Act whether acting in its individual or fiduciary capacity; any broker or dealer registered<br> pursuant to Section 15 of the Securities Exchange Act of 1934; an investment adviser registered<br> pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to<br> the laws of a state; any investment adviser relying on the exemption from registering with<br> the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940; an insurance<br> company as defined in Section 2(a)(13) of the Securities Act; an investment company registered<br> under the Investment Company Act of 1940 or a business development company as defined in<br> Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small<br> Business Administration under Section 301(c) or (d) of the Small Business Investment Act<br> of 1958; a Rural Business Investment Company as defined in Section 384A of the Consolidated<br> Farm and Rural Development Act; a plan established and maintained by a state, its political<br> subdivisions, or an agency or instrumentality of a state or its political subdivisions, for<br> the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee<br> benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if<br> the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such<br> act, which is either a bank, savings and loan association, insurance company, or registered<br> investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000<br> or, if a self-directed plan, with investment decisions made solely by persons that are accredited<br> investors.

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| --- | | [ ] | The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. | | --- | --- | | [ ] | The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. | | [ ] | The undersigned is a director or executive officer of the Company. | | [ ] | The undersigned is an entity not formed for the specific purpose of acquiring the Units, owning investments in excess of $5,000,000. | | [ ] | The undersigned is a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an individual for accredited investor status. | | [ ] | The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940. | | [ ] | The undersigned is a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the definition of an accredited investor and whose prospective investment in the Units is directed by such family office. |

The suitability standards referred to above are minimum requirements; the satisfaction of such standards does not mean that investment in the Units are a suitable investment for an investor. In addition, the Company may revoke the offer made herein and refuse to sell any Units to a prospective investor for any other reason whatsoever, even if such investor returns an Agreement containing appropriate representations.

(d)	The<br> undersigned has been provided access via the Securities and Exchange Commission (the “Commission”)<br> public website at www.sec.gov with access to copies of the Company’s Annual<br> Report on Form 10-K for the period ended December 31, 2020 and the Company’s other<br> filings with the Commission (collectively, the “SEC Reports”),<br> and represents and warrants that it has read and reviewed the SEC Reports (including the<br> “Risk Factors” contained therein). The undersigned acknowledges that the Company<br> has made available to the undersigned or provided the undersigned the opportunity to review<br> all SEC Reports and this Agreement, and has allowed the undersigned an opportunity to ask<br> questions and receive answers thereto and to verify and clarify any information contained<br> in the SEC Reports and this Agreement. The undersigned further acknowledges that the undersigned<br> has received all information concerning the Company, the Company’s business, and all<br> other information necessary for the undersigned to invest in the Company.
(e)	The<br> undersigned is not relying on the Company with respect to economic considerations involved<br> in this investment. The undersigned is capable of evaluating the merits and risks of an investment<br> in the Units as such are described in the SEC Reports.

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| --- | | (f) | The undersigned represents, warrants and agrees that the undersigned will not sell or otherwise transfer the Units, including the Shares, the Warrants and the shares of common stock issuable upon the exercise of the Warrants (collectively, the “Unit Securities”), without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of the purchase of Units because, among other reasons, the Unit Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that Unit Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that the Company is under no obligation to register the Unit Securities on the undersigned’s behalf or to assist the undersigned in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of Unit Securities are further restricted by state securities laws and the provisions of this Agreement. | | --- | --- | | (g) | No representations or warranties have been made to the undersigned by the Company or any of its officers, employees, agents, affiliates or subsidiaries, other than any representations contained herein and in the SEC Reports, and in subscribing for the Units the undersigned is not relying upon any representations other than any contained herein or in the SEC Reports. The undersigned has not been provided any offering materials in connection with the offer and sale of the Units except the Offering Documents. | | (h) | The undersigned understands and acknowledges that the undersigned’s purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment in the Units and has reviewed the “Risk Factors” contained in the SEC Reports. The undersigned is able to bear the loss of the undersigned’s entire investment in the Units. The undersigned further acknowledges that (i) there is currently a limited public market for the Shares and that there are no assurances an active public market for the Shares will ever be developed, and (ii) there is no public market for the Warrants and there is no expectation one will ever be developed. | | (i) | The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units will not cause such overall commitment to become excessive. | | (j) | The undersigned should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> before making the following representations. The undersigned represents that the amounts invested by it in the Company were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals^1^ or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. |

^1^These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

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| --- | | (k) | To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representations set forth in the preceding paragraph. The undersigned agrees to promptly notify the Company should the undersigned become aware of any change in the information set forth in these representations. The undersigned understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the undersigned, either by prohibiting additional subscriptions from the undersigned and/or segregating the assets in the account in compliance with governmental regulations. | | --- | --- | | (l) | To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure^2^, or any immediate family^3^ member or close associate^4^ of a senior foreign political figure, as such terms are defined in the footnotes below. | | (m) | If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. | | (n) | (For ERISA plans only) The fiduciary of the ERISA plan represents that such fiduciary has been informed of and understands the plan’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company’s is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The undersigned fiduciary or plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the undersigned fiduciary or plan has not relied primarily on any advice or recommendation of the Company or any of its affiliates. |

^2^A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

^3^“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

^4^A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

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| --- | | (o) | The undersigned understands and agrees that the certificates for the Unit Securities shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective, or (ii) in the opinion of counsel for the Company, such securities may be sold without registration under the Securities Act as well as any applicable “blue sky” or state securities laws: | | --- | --- |

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

(p)	The<br> undersigned is unaware of, is in no way relying on, and did not become aware of the offering<br> of the Units directly or indirectly through or as a result of, any form of general solicitation<br> or general advertising including, without limitation, any press release, article, notice,<br> advertisement or other communication published in any newspaper, magazine or similar media<br> or broadcast over television, radio or the internet (including without limitation, internet<br> “blogs,” bulletin boards, discussion groups or social networking sites) in connection<br> with the offering and sale of the Units and is not subscribing for the Units and did not<br> become aware of the offering of the Units through or as a result of any seminar or meeting<br> to which the undersigned was invited by, or any solicitation of a subscription by, a person<br> not previously known to the undersigned in connection with investments in securities generally.
(q)	The<br> undersigned: (i) if a natural person, represents on its behalf; or (ii) if a corporation,<br> partnership, or limited liability company or partnership, or association, joint stock corporation<br> or other entity, represents on its behalf and the behalf of its officers, directors and principal<br> stockholders, connected with the undersigned at the time of this Agreement, that it is not<br> subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to<br> (viii) under the Securities Act (a “Disqualifying Event”), except<br> for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3).
(r)	Purchaser<br> has taken no action that would give rise to any claim by any person for brokerage commissions,<br> finders’ fees or the like relating to this Agreement or the transactions contemplated.
(s)	The<br> undersigned acknowledges and agrees that the Company’s common stock is publicly quoted<br> on the OTCQB Tier of the OTC Markets and that by accepting this Agreement the undersigned<br> agrees with the Company to maintain in strict confidence all non-public information, including,<br> but not limited to, the existence of the offering and any other non-public information regarding<br> the Company obtained from this Agreement and any other transaction document and/or from the<br> Company and/or it authorized agents. The Company has caused these materials to be delivered<br> to the undersigned in reliance upon such agreement and upon Rule 100(b)(2)(ii) of Regulation<br> FD as promulgated by the Commission.

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| --- | | (t) | The foregoing representations, warranties, and agreements shall survive the acceptance of this Agreement by the Company. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Agreement and accompanying documents to the Company and shall survive such delivery. | | --- | --- |

4. THE COMPANY’S REPRESENTATIONS AND WARRANTIES.

The Company hereby acknowledges, agrees with and represents and warrants to the undersigned, as follows:

(a)	The<br> Company has the corporate power and authority to execute and deliver this Agreement and to<br> perform its obligations hereunder. This Agreement has been duly authorized, executed and<br> delivered by the Company and is valid, binding and enforceable against the Company in accordance<br> with its terms.
(b)	The<br> Unit Securities when issued and delivered in accordance with the terms of this Agreement,<br> will be duly and validly issued and will be fully paid and nonassessable.
(c)	Neither<br> the execution and delivery nor the performance of this Agreement by the Company will conflict<br> with the Company’s Articles of Incorporation or Bylaws, or result in a breach of any<br> terms or provisions of, or constitute a default under, any material contract, agreement or<br> instrument to which the Company is a party or by which the Company is bound.
(d)	The<br> SEC Reports have been made available to the Purchaser via www.sec.gov. Since January<br> 1, 2016 none of the SEC Reports, at the time they were filed with the SEC, contained any<br> untrue statement of a material fact or omitted to state a material fact required to be stated<br> therein or necessary in order to make the statements therein, in light of the circumstances<br> under which they were made, not materially misleading. Except with respect to the material<br> terms and conditions of the transactions contemplated by the this Agreement, the Company<br> confirms that neither it nor, to its knowledge, any other person acting on its behalf has<br> provided the Purchaser or its agents or counsel with any information that it believes constitutes<br> or might constitute material, non-public information.

5. INDEMNITY.

The undersigned agrees to indemnify and hold harmless the Company and its officers and directors, employees and affiliates and each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by the undersigned, or the undersigned’s breach of, or failure to comply with, any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to the Company, its officers and directors, employees and its affiliates and each other person, if any, who controls any of the foregoing in connection with this transaction.

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6. LEGENDS.

FOR ALL INVESTORS:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS AGREEMENT OR ANY OTHER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE UNIT SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR FLORIDA RESIDENTS ONLY:

EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF UNITS HEREIN HAS THE RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, TO WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN MADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS AGREEMENT INDICATING HIS INTENTION TO WITHDRAW.

SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

7. MISCELLANEOUS PROVISIONS.

(a)	Modification.<br> Neither this Agreement nor any provisions hereof, shall be waived, modified, discharged or<br> terminated except by an instrument in writing signed by the party against whom any waiver,<br> modification, discharge or termination is sought.

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| --- | | (b) | Notices. Any party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth below using any other means (including personal delivery, expedited courier, messenger service, fax or ordinary mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient: | | --- | --- | | If to the Company: | 3001 NW 25th Avenue, Suite 1 | | --- | --- | | | Pompano Beach, FL 33069 | | | Attention: Christopher H. Constable, | | | Chief Executive Officer | | | Telephone: (954) 462-5570 | | | Email: chris@browniesmarinegroup.com | | If to the subscriber: | To the address set forth below. |

Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

(c)	Counterparts.<br> This Agreement may be executed in two or more counterparts, each of which shall be deemed<br> an original, but all of which together shall constitute one and the same instrument.
(d)	Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon,<br> and inure to the benefit of, the parties to this Agreement and their heirs, executors, administrators,<br> successors, legal representatives and assigns. If the undersigned is more than one person<br> or entity, the obligation of the undersigned shall be joint and several and the agreements,<br> representations, warranties and acknowledgments contained herein shall be deemed to be made<br> by, and be binding upon, each such person or entity and his or its heirs, executors, administrators,<br> successors, legal representatives and assigns.
(e)	Assignability. This Agreement is not transferable or assignable by the undersigned. This Agreement shall<br> be transferable or assignable by the Company.
(f)	Enforcement.<br> This Agreement shall be governed by and construed in accordance with the laws of the State<br> of Florida, without giving effect to conflicts of law principles. Any action with respect<br> to the subject matter of this Agreement otherwise related to the undersigned’s investment<br> in or ownership of the Company shall be litigated in the state or federal courts situated<br> in Broward County, Florida, to which jurisdiction and venue all parties consent; any such<br> action shall be by bench trial, with each party waiving its right to trial by jury to adjudicate<br> the matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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SUBSCRIBER MUST COMPLETE THIS PAGE

The undersigned hereby subscribes for the Units in the amount indicated below, acknowledges that the information contained in the Purchaser Questionnaire is true and correct and agrees to be bound by the terms of the Subscription Agreement to which this signature page is a part.

The undersigned desires to purchase 1,000,000 Units at $0.025 per Unit for a total purchase price of $25,000 (number of Units x $0.025). The undersigned will pay the purchase price of the Units by (check one):

[ ]	delivering<br> a certified or bank check payable to Brownie’s Marine Group, Inc., together with this Agreement and the Purchaser Questionnaire.
[ ]	sending<br> by wire transfer to Brownie’s Marine Group, Inc., the purchase price of the Shares contemporaneously with signing and delivering<br> this Agreement and the Purchaser Questionnaire.
[ ]	a<br> combination of those listed above. If the undersigned checks this method of payment, please<br> describe below, the methods elected:

Mannerin which title to the Units are to be held (check one):

[ ]<br> Individual	[ ]<br> Partnership
[ ]<br> Tenants by the Entireties*	[ ]<br> Limited Liability Partnership
[ ]<br> Joint Tenants with Rights of Survivorship*	[ ]<br> Corporation
[ ]<br> Community Property*	[ ]<br>Uniform<br>Gift to Minors Act<br><br> <br>State:______________________________<br><br> <br><br><br> <br>Custodian’s<br> Name:___________________________<br><br> <br><br><br> <br>Minor’s<br> Name:______________________________
[ ]<br> Tenants in Common*	[ ]<br> Trust/Date of Trust______________________
[ ]<br> Individual Retirement Account(IRA)*	[ ]<br> Limited Liability Company
[ ]<br> Keogh Plan	[ ]<br> Pension Plan/Name:______________________
* Two signatures required.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 12.

SUBSCRIBERS THAT ARE ENTITIES MUST COMPLETE PAGE 13.

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INWITNESS WHEREOF, the undersigned has executed this Agreement on the date his signature has been subscribed and sworn to below.

No.<br> of Units: ____________	Amount<br> of Subscription: ____________
The<br> Units are to be issued in	_____________________________
(check<br> one box):	Print<br> Name of Investor
[ ]<br> individual name	___________________________________
	Print<br> Name of Joint Investor (if applicable)
[ ]<br> joint tenants with rights of survivorship
	___________________________________
[ ]<br> tenants in entirety	Signature<br> of Investor
[ ]<br> corporation (an officer must sign)	___________________________________
	Signature<br> of Joint Investor
[ ]<br> partnership (all general partners must sign)
	___________________________________
	Print<br> Name of Corporation, Partnership or
email<br> address: ________________________	other<br> Institutional Investor
fax<br> number: _________________________
	By:________________________________
Subscriber(s)<br> address:
_____________________	Title:_______________________________
______________________
	___________________________________
Taxpayer<br> ID No.: _____________	Name<br> of natural person with voting and dispositive control over the Units being subscribed for

Accepted as of this ___th day of September, 2021

BROWNIE’S MARINE GROUP, INC.
By:
	Christopher<br> H. Constable, Chief Executive Officer

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SIGNATURE PAGE FOR SUBSCRIBERS THAT ARE ENTITIES

(Corporation, Partnership, Trust, Etc.)

This Subscription Agreement is dated as of this _________ day of _______________, 2021 at (city) _____________________, (state) _______________.

___________________________________________________________________________________<br><br> <br><br><br> <br>Name<br> of Entity in Which Title is to be Held (Please Print)
Date<br> of Incorporation or Organization:_________________________________________________________
State<br> of Principal Office:____________________________________________________________________
Federal<br> Taxpayer Identification Number:_______________________________________________________<br><br> <br><br><br> <br>____________________________________________<br><br> <br>Principal<br> Address<br><br> <br><br><br> <br>____________________________________________<br><br> <br>City,<br> State and Zip Code<br><br> <br><br><br> <br>____________________________________________<br><br> <br>Country<br><br> <br><br><br> <br>__________________________________________<br><br> <br>Telephone<br> Number<br><br> <br><br><br> <br>____________________________________________<br><br> <br>Fax<br> Number (if available)<br><br> <br><br><br> <br>____________________________________________<br><br> <br>E-Mail<br> (if available)
	By:
---	---
	Name:
[seal]	Title:
Attest:_____________________________________<br><br> <br><br><br> <br>(If<br> Entity is a Corporation)	_________________________________________
---	---
	________________________________________Address

acceptance

This Subscription Agreement is accepted as of this __________ day of _________________, 2021 for the purchase of the Units.

BROWNIE’S MARINE GROUP, INC.
By:
	Christopher<br> H. Constable, Chief Executive Officer

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WIREINSTRUCTIONS

Wire Funds To:	Brownies Marine Group, Inc.
	3001 NW, 25^th^ Avenue
	Suite 1
	Pompano Beach, FL, 33069
ABA #:	267090594
For Credit to:	Brownies Marine Group, Inc.
Bank Name:	Bank United
	900 SE 3^rd^ Avenue
	Fort Lauderdale, FL 33316
Account #:	9854949674
SWIFT CODE:	BUFBUS3M
	For Benefit of: Brownie’s Marine Group, Inc.

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Exhibit10.2

THESECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSAND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT (i) EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,(ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, OR (iii)RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.

September __, 2021	No. W-__________

BROWNIE’SMARINE GROUP, INC.

FORMOF COMMON STOCK PURCHASE WARRANT

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”), _______________ (XXXXXXXX) 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 included in the Unit issued and sold pursuant to the terms and conditions of the Subscription Agreement dated even herewith (the “SubscriptionAgreement”).

1.Exercise Period; Price.

1.1 ExercisePeriod. This Warrant shall be immediately exercisable and the exercise period (“Exercise Period”) shall terminate at 5:00 p.m. Eastern Standard time on September 16, 2023^1^ (the “Expiration Date”).

1.2 ExercisePrice. The initial purchase price for each of the Shares shall be $0.025 per share. Such price shall be subject to adjustment pursuant to the terms hereof (such price, as adjusted from time to time, is hereinafter referred to as the “Exercise Price”).

2. Exerciseand Payment. At any time after the date of this Warrant, this Warrant may be exercised, in whole or in part, from time to time by the Holder, during the term hereof, by surrender of this Warrant and the Notice of Exercise attached hereto as Annex I, duly completed and executed by the Holder, to the Company at the principal executive offices of the Company, together with payment in the amount obtained by multiplying the Exercise Price then in effect by the number of Shares thereby purchased, as designated in the Notice of Exercise. Payment may be in cash, wire transfer or by check payable to the order of the Company in immediately available funds. If not exercised in full, this Warrant must be exercised for a whole number of Shares.

^1^Expiration date will be two years from the date of issuance of the Warrant.

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3. Reservationof Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of Shares or other shares of capital stock of the Company from time to time issuable upon exercise of this Warrant. All such Shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.

4. Deliveryof Stock Certificates. Within three (3) trading days after exercise, in whole or in part, of this Warrant, the Company shall issue in the name of and deliver to the Holder a certificate or certificates for the number of fully paid and nonassessable Shares which the Holder shall have requested in the Notice of Exercise. If this Warrant is exercised in part, the Company shall deliver to the Holder a new Warrant (dated the date hereof and of like tenor) for the unexercised portion of this Warrant at the time of delivery of such stock certificate or certificates.

5. NoFractional Shares. This Warrant must be exercised for a whole number of Shares. No fractional shares or scrip representing fractional Shares will be issued upon exercise of this Warrant. Any fractional Share which otherwise might be issuable on the exercise of this Warrant as a result of the adjustment provisions Section 9 hereof will be rounded up to the nearest whole Share.

6. Charges,Taxes and Expenses. The Company shall pay all transfer taxes or other incidental charges, if any, in connection with the transfer of the Shares purchased pursuant to the exercise hereof from the Company to the Holder.

7. Loss,Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

8. Saturdays,Sundays, Holidays, Etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding weekday which is not a legal holiday.

9. Adjustmentof Exercise Price and Number of Shares. The Exercise Price and the number of and kind of securities purchasable upon exercise of this Warrant shall be subject to adjustment from time to time as follows:

9.1 Subdivisions,Combinations and Other Issuances. If the Company shall at any time after the date hereof but prior to the expiration of this Warrant subdivide its outstanding securities as to which purchase rights under this Warrant exist, by split-up or otherwise, or combine its outstanding securities as to which purchase rights under this Warrant exist, the number of Shares as to which this Warrant is exercisable as of the date of such subdivision, split-up or combination shall forthwith be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant as of such date shall remain the same.

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9.2 StockDividend. If at any time after the date hereof the Company declares a dividend or other distribution on its Common Stock payable in Common Stock or other securities or rights convertible into Common Stock (“Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon exercise or conversion thereof), then the number of Shares for which this Warrant may be exercised shall be increased as of the record date (or the date of such dividend distribution if no record date is set) for determining which holders of Common Stock shall be entitled to receive such dividend, in proportion to the increase in the number of outstanding shares (and shares of Common Stock issuable upon conversion of all such securities convertible into Common Stock) of Common Stock as a result of such dividend, and the Exercise Price shall be adjusted so that the aggregate amount payable for the purchase of all the Shares issuable hereunder immediately after the record date (or on the date of such distribution, if applicable), for such dividend shall equal the aggregate amount so payable immediately before such record date (or on the date of such distribution, if applicable).

9.3 OtherDistributions. If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution or liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than cash, Common Stock or Common Stock Equivalents), then the Company may, at its option, either (i) decrease the Exercise Price of this Warrant by an appropriate amount based upon the value distributed on each share of Common Stock as determined in good faith by the Company’s Board of Directors, or (ii) provide by resolution of the Company’s Board of Directors that on exercise of this Warrant, the Holder hereof shall thereafter be entitled to receive, in addition to the shares of Common Stock otherwise receivable on exercise hereof, the number of shares or other securities or property which would have been received had this Warrant at the time been exercised.

9.4 Effectof Consolidation, Merger or Sale. In case of any reclassification, capital reorganization, or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of any subdivision, combination, stock dividend or other distribution provided for in Sections 9.1, 9.2 and 9.3 above), or in case of any consolidation or merger of the Company with or into any corporation (other than a consolidation or merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the Shares theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, capital reorganization, change, merger or sale by a holder of the number of Shares then purchasable under this Warrant. In any such case, appropriate provisions shall be made with respect to the rights and interest of Holder so that the provisions hereof shall thereafter be applicable to any shares of stock or other securities and property deliverable upon exercise hereof, or to any new Warrant delivered pursuant to this Section 9.4, and appropriate adjustments shall be made to the Exercise Price per share payable hereunder, provided, that the aggregate Exercise Price shall remain the same. The provisions of this Section 9.4 shall similarly apply to successive reclassifications, capital reorganizations, changes, mergers and transfers.

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10. Noticeof Adjustments; Notices. Whenever the Exercise Price or number of Shares purchasable hereunder shall be adjusted pursuant to Section 9 hereof, the Company shall execute and deliver to the Holder a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Exercise Price and number of and kind of securities purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder.

11. RightsAs Shareholder; Notice to Holders. Nothing contained in this Warrant shall be construed as conferring upon the Holder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Holder by registered mail if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:

(i) a dissolution, liquidation or winding up of the Company shall be proposed;

(ii) a capital reorganization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of any subdivision, combination, stock dividend or other distribution) or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company; or

(iii) a taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) for other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rights.

Such giving of notice shall be simultaneous with (or in any event, no later than) the giving of notice to holders of Common Stock. Such notice shall specify the record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action contemplated in this Section 11.

12. RestrictedSecurities. The Holder understands that this Warrant and the Shares purchasable hereunder constitute “restricted securities” under the federal securities laws inasmuch as they are, or will be, acquired from the Company in transactions not involving a public offering and accordingly may not, under such laws and applicable regulations, be resold or transferred without registration under the Act, or an applicable exemption from such registration. The Holder further acknowledges that a securities legend to the foregoing effect shall be placed on any Shares issued to the Holder upon exercise of this Warrant.

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13. Dispositionof Shares; Transferability.

13.1 Transfer. This Warrant shall be transferable only on the books of the Company, upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall execute and deliver new Warrants to the person entitled thereto.

13.2 Rights,Preferences and Privileges of Common Stock. The powers, preferences, rights, restrictions and other matters relating to the shares of Common Stock will be as determined in the Company’s Articles of Incorporation, as amended, as then in effect.

14. Miscellaneous.

14.1 BindingEffect. This Warrant and the various rights and obligations arising hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

14.2 EntireAgreement. This Warrant and the Subscription Agreement of even date herewith constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, whether oral or written, between the parties hereto with respect to the subject matter hereof.

14.3 Amendmentand Waiver. Any term of this Warrant may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder. Any waiver or amendment effected in accordance with this Section 14.3 shall be binding upon the Holder and the Company.

14.4 GoverningLaw. This Agreement shall be governed by and construed under the laws of the State of Florida without reference to the conflicts of law principles thereof. The exclusive jurisdiction for any legal suit, action or proceeding arising out of or related to this Warrant shall be either the Florida State Supreme Court, County of Broward, or in the United States District Court for the Southern District of Florida.

14.5 Headings. The headings in this Agreement are for convenience only and shall not alter or otherwise affect the meaning hereof.

14.6 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and the balance shall be enforceable in accordance with its terms.

14.7 Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in the same manner as provided in the Agreement.

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INWITNESS WHEREOF, the parties hereto have executed and delivered this Warrant as of the date appearing on the first page of this Warrant.

THE COMPANY:
BROWNIE’S MARINE GROUP, INC.
By:
	Christopher<br> H. Constable, Chief Executive Officer

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ANNEXI

NOTICEOF EXERCISE

To:	Brownie’s Marine Group, Inc.

The undersigned Holder hereby elects to purchase _____________ shares of Common Stock, $0.0001 par value per share (the “Shares”) of Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), pursuant to the terms of the attached Warrant. The Holder shall make payment of the Exercise Price by delivering the sum of $____________, in lawful money of the United States, to the Company in accordance with the terms of the Warrant.

Please issue and deliver certificates representing the Warrant Shares purchased hereunder to Holder:__________________, Address:_________________________in the following denominations: ____________________________.

Taxpayer ID No.: __________________________________

Please issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned.

Holder:
Dated:
By:
Its:
Address:

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATUREOF HOLDER]

Name of Investing Entity: __________________________________________________________________________

Signatureof Authorized Signatory of Investing Entity:____________________________________________________

Name of Authorized Signatory: ______________________________________________________________________

Title of Authorized Signatory: _______________________________________________________________________

Date: __________________________________________________________________________________________