CONVERSION
AGREEMENT


 


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”).


 


A.
The Company has an Exclusive License Agreement (the “License Agreement”) with Licensor, an entity owned by the Company’s
Chief Executive Officer, to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public
Safety” and various other related trademarks as listed in the agreement which license agreement calls for the Company to
pay Licensor 2.5% of gross revenues per quarter.


 


B.
As of the effective date of this Agreement the Company is delinquent on its monthly payment obligations under the Agreement by
more than 31 months in the aggregate amount of approximately $150,704.89 (the “Past Due Amount”).


 


C.
The Parties have agreed to convert $88,550 of the Past Due Amount (the “Conversion Amount”) into restricted shares
of common stock of the Company in full satisfaction of the Conversion Amount.


 


D.
Licensor has agreed in partial consideration of the Shares (as defined below) to forebear on any default of the remaining Past
Due Amount and any future royalty payments under the License Agreement for a period of (3) months from the date hereof.


 


E.
Licensor and the Company have agreed that Licensor shall convert the Conversion Amount into shares of common stock of the Company
at a conversion price of $0.008885 per share which equals a 15% premium to the closing sale price of the Company’s common
stock as reported on the OTC Markets on the date immediately preceding the effectiveness of this Agreement, on the terms and conditions
set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be
legally bound hereby, the Company and the Licensor hereby agree as follows:


 


1.
Issuance of Common Stock and Partial Satisfaction of the Note.


 


1.1
Partial Satisfaction of the Past Due Amount. Licensor and the Company agree that as of the date hereof to convert $88,550
of the Past Due Amount into restricted shares of the Company’s common stock and (ii) following the payment of the Conversion
Amount the Licensor agrees to forebear on any default of the remaining Past Due Amount and future royalty payments under the License
Agreement for a period of (3) months from the date hereof. 


 


1.2
Issuance and Delivery of Common Stock. Upon the terms and subject to the conditions set forth herein, at the Closing (defined
below), (i) the Company shall issue and deliver to the Licensor a certificate evidencing 10,000,000 shares of restricted Common
Stock of the Company (the “Shares”) and (ii) the Company and the Licensor hereby agree that as except as otherwise
provided under this Agreement, the License Agreement shall remain in full force and effect. 


 


1.3
Closing. The issuance of the Shares and satisfaction of the Conversion Amount shall take place upon the execution of this
Agreement by the Company and the Licensor at such place as the Company and the Licensor mutually agree, orally or in writing (which
time and place are designated as the “Closing”).


 




    	 	 	 



    	 



    


 


2.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Licensor that as of the date
of this Agreement: 


 


2.1
Authorization. All corporate action on the part of each of the Company and Trebor, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement and the Shares, the performance of all obligations of
the Company hereunder and thereunder and the authorization, issuance and delivery of the Shares has been taken, and this Agreement
has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable
in accordance with its terms. 


 


2.2
Valid Issuance of Common Stock. The Shares that are being issued to the Licensor pursuant to this Agreement are duly and
validly authorized and, when issued, sold and delivered in accordance with the terms hereof for the consideration duly expressed
herein, will be duly and validly issued, fully paid and nonassessable.


 


2.3
No Conflict or Violation. Neither the execution, delivery or performance by the Company of this Agreement or the consummation
of the transactions contemplated hereby or thereby by the Company, nor compliance by the Company with any of the provisions hereof
or thereof, will: (a) violate or conflict with any provision of the Company‘s Certificate of Incorporation or By-Laws, (b)
violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required
by, or result in a right of termination or acceleration under, or result in the creation of any encumbrance upon any of the Company‘s
assets under, any of the terms, conditions or provisions of any contract, indebtedness, note, bond, indenture, security or pledge
agreement, commitment, license, lease, franchise, permit, agreement, or other instrument or obligation (i) to which the Company
is a party or (ii) by which the Company‘s assets are bound, (c) violate any law, statute, rule, regulation, ordinance, code,
order, judgment, ruling, writ, injunction, decree, permit or award, or (d) impose any encumbrance, restriction or charge on the
Company‘s assets or business. 


 


3.
Representations and Warranties of Licensor. The Licensor hereby represents and warrants to the Company that: 


 


3.1
Authorization. All corporate action on the part of Licensor, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement and the performance of all obligations of the Licensor hereunder has been
taken, and this Agreement has been duly executed and delivered by the Licensor and constitutes a valid and legally binding obligation
of the Licensor, enforceable in accordance with its terms. 


 


3.2
Restricted Securities. The Licensor understands that the Shares may not be sold, transferred, or otherwise disposed of
without registration under the Securities Act or an exemption therefore.


 


3.3
Legend. To the extent applicable, each certificate evidencing any of the Securities shall be endorsed with a legend substantially
in the form set forth below: 


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 




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4.
Further Assurances. Upon the terms and subject to the conditions contained herein, the parties agree, both before and after
the Closing, (a) to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, (b) to
execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any
of the transactions contemplated hereunder, and (c) to cooperate with each other in connection with the foregoing. 


 


5.
Miscellaneous. 


 


5.1
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to
have been duly given or made if and when delivered personally or by overnight courier to the parties at the following addresses
or sent by electronic transmission, with confirmation received, to the telecopy numbers specified below (or at such other address
or telecopy number for a party as shall be specified by like notice) at the respective addresses set forth on the signature page
below.


 


5.2
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the respective successors, assigns,
heirs, executors and administrators of the parties hereto and their respective successors and assigns, and no other person shall
have any right, benefit or obligation under this Agreement as a third party beneficiary or otherwise. 


 


5.3
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard
to any applicable conflict of laws. 


 


5.4
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. 


 


5.5
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


5.6
Amendments and Waivers. Any term of this Agreement may be amended or waived, only with the written consent of the Company
and the Licensor. 


 


5.7
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms. 


 


5.8
Arbitration. The parties agree that any dispute, controversy or claim arising out of this Agreement or the performance,
breach or termination thereof shall be settled by final and binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The place of arbitration shall be a mutually agreed location in the State of Florida.


 


5.9
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject
matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	 	BROWNIE’S
    MARINE GROUP, INC.
	 	 	 
	 	By:	/s/
    Robert Carmichael
	 	Name:	Robert
    Carmichael
	 	Its:	CEO,
    Director
	 	Address:
    3001 NW 25th Avenue, Suite 1, Pompano Beach, Florida 33069
	 	 	 
	 	TREBOR
    INDUSTRIES, INC.
	 	 	 
	 	By:	/s/
    Robert Carmichael
	 	Name:	Robert
    Carmichael
	 	Its:	CEO
	 	Address:
    3001 NW 25th Avenue, Suite 1, Pompano Beach, Florida 33069
	 	 	 
	 	940
    ASSOCIATES, INC.
	 	 	 
	 	By:	/s/
    Robert Carmichael
	 	Name:	Robert
    Carmichael
	 	Its:	President
	 	Address:
    2124 NE 24th Street, Wilton Manors, FL 33305


 



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