Exhibit
10.21


 


NOTE
EXTENSION AND AMENDMENT AGREEMENT


 


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”).


 


WHEREAS,
the Company has issued the Holder that certain 6% Secured Convertible Promissory Note in the principal amount of $50,000, due
December 31, 2019 (the “Note”); and


 


WHEREAS,
the Company and Holder have agreed to extend the Maturity Date (as defined under the Note) and amend the Conversion Price (as
defined under the Note); and


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Holder
hereby agree as follows:


 


1.
Extension and Amendment.


 


(a)
Extension of Maturity Date. The parties agree that the Maturity Date of the Note is hereby extended to December 31, 2020.


 


(b)
Conversion Price. The “Conversion Price” is amended to $0.01 per share.


 


2.
Representations and Warranties. Each party represents that it has the requisite power and authority to enter into
and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement by such party and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of the party


 


3.
Miscellaneous.


 


(a)
Except as expressly set forth above, all of the terms and conditions of the Note shall continue in full force and effect.


 


(b)
This Agreement may be executed in two or more counterparts and by facsimile signature or otherwise, and each of such counterparts
shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.


 


(c)
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


IN
WITNESS WHEREOF, this Agreement is executed as of the date first set forth above.


 


	 	BROWNIE’S MARINE GROUP, INC.
	 	 	 
	 	By:	
	 	 	Robert M. Carmichael, Chief Executive Officer
	 	 	 
	 	HOLDER
	 	 	 
	 	 
	 	Name: