Exhibit
10.1


 


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 “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.


 


		(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
                                            accepted or rejected by the Company, in whole or in part, in its sole and absolute discretion,
                                            and if accepted, the Units, including the Shares and Warrants purchased pursuant hereto,
                                            will be issued only in the name of the undersigned as specified on the signature page of
                                            this Agreement. In the event of rejection of the Agreement by the Company, this Agreement
                                            shall thereafter have no force or effect, and the Company shall promptly return or cause
                                            to be returned to the undersigned the Purchase Price, without interest thereon or deduction
                                            therefrom.
	 	 	 
		(b)	Closing.
                                            Closing shall occur upon the acceptance by the Company of the Agreement and payment of the
                                            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
                                            undersigned has full power and authority to enter into this Agreement, the execution and
                                            delivery of which has been duly authorized, if applicable, and this Agreement constitutes
                                            a valid and legally binding obligation of the undersigned.
	 	 	 
		(b)	The
                                            undersigned acknowledges that the offering and sale of the Units is intended to be exempt
                                            from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities
                                            Act and the provisions of Regulation D and/or Rule 506(b) promulgated thereunder. In furtherance
                                            thereof, the undersigned represents and warrants as follows:



 


		(i)	The
                                            undersigned realizes that the basis for the exemption from registration may not be available
                                            if, notwithstanding the undersigned’s representations contained herein, the undersigned
                                            is merely acquiring the Units for a fixed or determinable period in the future, or for a
                                            market rise, or for sale if the market does not rise. The undersigned does not have any such
                                            intention;
	 	 	 
		(ii)	The
                                            undersigned is acquiring the Units solely for the undersigned’s own beneficial account,
                                            for investment purposes, and not with a view to, or resale in connection with, any distribution
                                            of the Units;
	 	 	 
		(iii)	The
                                            undersigned has no contract, undertaking, agreement or arrangement with any person to sell,
                                            transfer or pledge all or any part of the Units for which the undersigned hereby subscribes,
                                            and the undersigned has no present plans or intentions to enter into any such contract, undertaking
                                            or arrangement;
	 	 	 
		(iv)	The
                                            undersigned has the financial ability to bear the economic risk of the undersigned’s
                                            investment, has adequate means for providing for the undersigned’s current needs and
                                            contingencies, and has no need for liquidity with respect to the undersigned’s investment
                                            in the Company; and
	 	 	 
		(v)	The
                                            undersigned has such knowledge and experience in financial and business matters as to be
                                            capable of evaluating the merits and risks of the prospective investment in the Unit Securities
                                            (as defined below). If other than an individual, the undersigned also represents it has not
                                            been organized for the purpose of acquiring the Units.



 


		(c)	The
                                            undersigned is an “accredited investor,” as that term is defined in Rule 501(a)
                                            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.



 


		[  ]	The
                                            undersigned is a natural person whose individual net worth, or joint net worth with that
                                            person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating
                                            net worth under this paragraph (a)(5):



 


		●	the
                                            person’s primary residence will not be included as an asset;
	 	 	 
		●	indebtedness
                                            that is secured by the person’s primary residence, up to the estimated fair market
                                            value of the primary residence at the time of the sale of Units, will not be included as
                                            a liability (except that if the amount of such indebtedness outstanding at the time of sale
                                            of the Units exceeds the amount outstanding 60 days before such time, other than as a result
                                            of the acquisition of the primary residence, the amount of such excess shall be included
                                            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
                                            undersigned is a natural person who had an individual income in excess of $200,000 in each
                                            of the two most recent years or joint income with that person’s spouse or spousal equivalent
                                            in excess of $300,000 in each of those years and has a reasonable expectation of reaching
                                            the same income level in the current year.
	 	 	 
		[  ]	The
                                            undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific
                                            purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described
                                            in Rule 506(b)(2)(ii) of the Regulation D under the Securities Act.
	 	 	 
		[  ]	The
                                            undersigned is an entity in which all of the equity owners are accredited investors.
	 	 	 
		[  ]	The
                                            undersigned is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings
                                            and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities
                                            Act whether acting in its individual or fiduciary capacity; any broker or dealer registered
                                            pursuant to Section 15 of the Securities Exchange Act of 1934; an investment adviser registered
                                            pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to
                                            the laws of a state; any investment adviser relying on the exemption from registering with
                                            the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940; an insurance
                                            company as defined in Section 2(a)(13) of the Securities Act; an investment company registered
                                            under the Investment Company Act of 1940 or a business development company as defined in
                                            Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small
                                            Business Administration under Section 301(c) or (d) of the Small Business Investment Act
                                            of 1958; a Rural Business Investment Company as defined in Section 384A of the Consolidated
                                            Farm and Rural Development Act; a plan established and maintained by a state, its political
                                            subdivisions, or an agency or instrumentality of a state or its political subdivisions, for
                                            the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee
                                            benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if
                                            the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such
                                            act, which is either a bank, savings and loan association, insurance company, or registered
                                            investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000
                                            or, if a self-directed plan, with investment decisions made solely by persons that are accredited
                                            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
                                            undersigned has been provided access via the Securities and Exchange Commission (the “Commission”)
                                            public website at www.sec.gov with access to copies of the Company’s Annual
                                            Report on Form 10-K for the period ended December 31, 2020 and the Company’s other
                                            filings with the Commission (collectively, the “SEC Reports”),
                                            and represents and warrants that it has read and reviewed the SEC Reports (including the
                                            “Risk Factors” contained therein). The undersigned acknowledges that the Company
                                            has made available to the undersigned or provided the undersigned the opportunity to review
                                            all SEC Reports and this Agreement, and has allowed the undersigned an opportunity to ask
                                            questions and receive answers thereto and to verify and clarify any information contained
                                            in the SEC Reports and this Agreement. The undersigned further acknowledges that the undersigned
                                            has received all information concerning the Company, the Company’s business, and all
                                            other information necessary for the undersigned to invest in the Company.
	 	 	 
		(e)	The
                                            undersigned is not relying on the Company with respect to economic considerations involved
                                            in this investment. The undersigned is capable of evaluating the merits and risks of an investment
                                            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 individuals1 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 figure2, or any immediate family3 member
                                            or close associate4 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
                                            undersigned is unaware of, is in no way relying on, and did not become aware of the offering
                                            of the Units directly or indirectly through or as a result of, any form of general solicitation
                                            or general advertising including, without limitation, any press release, article, notice,
                                            advertisement or other communication published in any newspaper, magazine or similar media
                                            or broadcast over television, radio or the internet (including without limitation, internet
                                            “blogs,” bulletin boards, discussion groups or social networking sites) in connection
                                            with the offering and sale of the Units and is not subscribing for the Units and did not
                                            become aware of the offering of the Units through or as a result of any seminar or meeting
                                            to which the undersigned was invited by, or any solicitation of a subscription by, a person
                                            not previously known to the undersigned in connection with investments in securities generally.
	 	 	 
		(q)	The
                                            undersigned: (i) if a natural person, represents on its behalf; or (ii) if a corporation,
                                            partnership, or limited liability company or partnership, or association, joint stock corporation
                                            or other entity, represents on its behalf and the behalf of its officers, directors and principal
                                            stockholders, connected with the undersigned at the time of this Agreement, that it is not
                                            subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
                                            (viii) under the Securities Act (a “Disqualifying Event”), except
                                            for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3).
	 	 	 
		(r)	Purchaser
                                            has taken no action that would give rise to any claim by any person for brokerage commissions,
                                            finders’ fees or the like relating to this Agreement or the transactions contemplated.
	 	 	 
		(s)	The
                                            undersigned acknowledges and agrees that the Company’s common stock is publicly quoted
                                            on the OTCQB Tier of the OTC Markets and that by accepting this Agreement the undersigned
                                            agrees with the Company to maintain in strict confidence all non-public information, including,
                                            but not limited to, the existence of the offering and any other non-public information regarding
                                            the Company obtained from this Agreement and any other transaction document and/or from the
                                            Company and/or it authorized agents. The Company has caused these materials to be delivered
                                            to the undersigned in reliance upon such agreement and upon Rule 100(b)(2)(ii) of Regulation
                                            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
                                            Company has the corporate power and authority to execute and deliver this Agreement and to
                                            perform its obligations hereunder. This Agreement has been duly authorized, executed and
                                            delivered by the Company and is valid, binding and enforceable against the Company in accordance
                                            with its terms.
	 	 	 
		(b)	The
                                            Unit Securities when issued and delivered in accordance with the terms of this Agreement,
                                            will be duly and validly issued and will be fully paid and nonassessable.
	 	 	 
		(c)	Neither
                                            the execution and delivery nor the performance of this Agreement by the Company will conflict
                                            with the Company’s Articles of Incorporation or Bylaws, or result in a breach of any
                                            terms or provisions of, or constitute a default under, any material contract, agreement or
                                            instrument to which the Company is a party or by which the Company is bound.
	 	 	 
		(d)	The
                                            SEC Reports have been made available to the Purchaser via www.sec.gov. Since January
                                            1, 2016 none of the SEC Reports, at the time they were filed with the SEC, contained any
                                            untrue statement of a material fact or omitted to state a material fact required to be stated
                                            therein or necessary in order to make the statements therein, in light of the circumstances
                                            under which they were made, not materially misleading. Except with respect to the material
                                            terms and conditions of the transactions contemplated by the this Agreement, the Company
                                            confirms that neither it nor, to its knowledge, any other person acting on its behalf has
                                            provided the Purchaser or its agents or counsel with any information that it believes constitutes
                                            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.
                                            Neither this Agreement nor any provisions hereof, shall be waived, modified, discharged or
                                            terminated except by an instrument in writing signed by the party against whom any waiver,
                                            modification, discharge or termination is sought.



 




    	 	9	 



     


    

 


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



 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	10	 



     


    

 


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

     



 


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


 


	[  ]
    Individual	 	[  ]
    Partnership
	[  ]
    Tenants by the Entireties*	 	[  ]
    Limited Liability Partnership
	[  ]
    Joint Tenants with Rights of Survivorship*	 	[  ]
    Corporation
	[  ]
    Community Property*	 	[  ]Uniform
Gift to Minors Act 

    State:______________________________

    

    Custodian’s
    Name:___________________________

    

    Minor’s
    Name:______________________________

	[  ]
    Tenants in Common*	 	[  ]
    Trust/Date of Trust______________________
	[  ]
    Individual Retirement Account(IRA)* 	 	[  ]
    Limited Liability Company
	[  ]
    Keogh Plan	 	[  ]
    Pension Plan/Name:______________________
	*
                                            Two signatures required.

    
	 	 


 


INDIVIDUAL
SUBSCRIBERS MUST COMPLETE PAGE 12.


 


SUBSCRIBERS
THAT ARE ENTITIES MUST COMPLETE PAGE 13.


 




    	 	11	 



     


    

 





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


 


	No.
    of Units: ____________	 	Amount
    of Subscription: ____________
	 	 	 
	The
    Units are to be issued in 	 	_____________________________
	(check
    one box):	 	Print
    Name of Investor
	 	 	 
	[  ]
    individual name	 	___________________________________
	 	 	Print
    Name of Joint Investor (if applicable)
	[  ]
    joint tenants with rights of survivorship	 	 
	 	 	___________________________________
	[  ]
    tenants in entirety	 	Signature
    of Investor
	 	 	 
	[  ]
    corporation (an officer must sign)	 	___________________________________
	 	 	Signature
    of Joint Investor
	[  ]
    partnership (all general partners must sign)	 	 
	 	 	___________________________________
	 	 	Print
    Name of Corporation, Partnership or
	email
    address: ________________________ 	 	other
    Institutional Investor
	 	 	 
	fax
    number: _________________________	 	 
	 	 	By:________________________________
	Subscriber(s)
    address:	 	 
	_____________________	 	Title:_______________________________
	______________________	 	 
	 	 	___________________________________
	Taxpayer
    ID No.: _____________	 	Name
    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
    H. Constable, Chief Executive Officer	 
	 	 	 


 




    	 	12	 



     


    

 


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) _______________.


 


	___________________________________________________________________________________

     

    Name
    of Entity in Which Title is to be Held (Please Print)

     

    

	Date
                                            of Incorporation or Organization:_________________________________________________________

	 
	State
                                            of Principal Office:____________________________________________________________________

	 
	Federal
                                            Taxpayer Identification Number:_______________________________________________________

     

    ____________________________________________

    Principal
    Address

     

    ____________________________________________

    City,
    State and Zip Code

     

    ____________________________________________

    Country

     

    __________________________________________

    Telephone
    Number

     

    ____________________________________________

    Fax
    Number (if available)

     

    ____________________________________________

    E-Mail
    (if available)




 


	 	By:	 
	 	Name:	 
	
[seal]	Title:
	 



 


	 

    Attest:_____________________________________

     

    (If
    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
    H. Constable, Chief Executive Officer	 


 




    	 	13	 



     


    

 


WIRE
INSTRUCTIONS


 


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


 




    	 	14