Exhibit
10.13


 


NAME
OF SUBSCRIBER: _________________


 


Brownie’s
Marine Group, Inc.


 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to you in connection with your subscription
for a unit of the securities of Brownie’s Marine Group, Inc., a Florida corporation (the “Company”),
with the unit (the “Unit”) consisting of 50,000,000 shares of common stock, par value $0.0001 per share
(the “Shares”); 50,000,000 eighteen month common stock purchase warrants exercisable at $0.01 (the “Warrants”).
The form of Warrants is attached as Exhibit A to this Agreement and is incorporated herein by such reference. The Company
is conducting a private placement (the “Private Placement”) of the Unit at a purchase price of $500,000
per Unit in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D under the terms of this Agreement. All subscription
proceeds will be directly paid to the Company. The proceeds from this offering shall be used for research, development and production
of the Company’s BLU3 products and administrative expenses related thereto, and general working capital at the discretion
of the management of the Company.


 


	1.	SUBSCRIPTION
    AND PURCHASE PRICE.


 


	 	(a)	Subscription.
    The undersigned hereby irrevocably subscribes for and agrees to purchase the Unit as indicated on page 9 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 Unit shall be $500,000 (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 Unit, 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 Unit with the intent that they be relied upon in determining the undersigned’s suitability as a purchaser
of the Unit:


 


	 	(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 Unit 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 Unit 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 Unit 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 Unit;
	 	 	 	 
	 	 	(iii)	The
    undersigned has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any
    part of the Unit 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 Unit.


 


	 	(c)	The
    undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.
	 	 	 
	 	(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, 2017, the Company’s Quarterly Report for the period ended September 30, 2018 and the Company’s
    other filings with the Commission (collectively, the “SEC Reports”), and represents and warrants
    that it has read and reviewed these reports (including the “Risk Factors” contained therein), together with the
    Company’s other filings with the Commission. 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. 


 




    	 	2	 



    	 	 	 



    

 


	 	(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 Unit as such are described in the SEC Reports.
	 	 	 
	 	(f)	The
    undersigned represents, warrants and agrees that he will not sell or otherwise transfer the Unit, 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 Unit 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. The undersigned further acknowledges that on
    the Closing the undersigned shall be an “affiliate” of the Company, as such term is defined under the Securities
    Act, which shall subject the undersigned to insider trading restrictions.
	 	 	 
	 	(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 Unit the undersigned is not relying upon any representations other than any contained herein or in the SEC Reports.
	 	 	 
	 	(h)	The
    undersigned understands and acknowledges that the undersigned’s purchase of the Unit is a speculative investment that
    involves a high degree of risk and the potential loss of the undersigned’s entire investment in the Unit 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 Unit. 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 Unit will not cause such overall commitment to become excessive.


 




    	 	3	 



    	 	 	 



    

 


	 	(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.
	 	 	 
	 	(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.


 





 










































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


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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	 	(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.
	 	 	 
	 	(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 Unit 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 Unit and is not subscribing for the Unit
    and did not become aware of the offering of the Unit 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).


 




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	 	(r)	The
    undersigned acknowledges and agrees that the Company’s common stock is publicly quoted on the OTC Pink Sheets 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.
	 	 	 
	 	(s)	The
    undersigned has had the opportunity to review the Agreement and Warrants with its own legal counsel and tax advisors. The
    undersigned is not relying on any statements or representations of the Company or its agents for legal or tax advice with
    respect to this Agreement or the Warrants.
	 	 	 
	 	(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
    Shares and Warrants, 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. 


 




    	 	6	 



    	 	 	 



    

 


	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.


 


	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	 



    	 	 	 



    

 


	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.
	 	 	 
	 	(b)	Brokers
    and Finders. Each party acknowledges it has not engaged any brokers, finders or agents in connection with the Unit
    Securities and the Company has not incurred nor will incur, directly or indirectly, as a result of the sale of the Unit Securities,
    any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with
    the Unit Securities.
	 	 	 
	 	(c)	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:
    Robert Carmichael, Chief Executive Officer
	 	 	 	Telecopier:
    (954) 462-5570
	 	 	 	Email:
    Robert@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.


 


	 	(d)	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.
	 	 	 
	 	(e)	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.
	 	 	 
	 	(f)	Assignability.
    This Agreement is not transferable or assignable by the undersigned. This Agreement shall be transferable or assignable
    by the Company.
	 	 	 
	 	(g)	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]


 




    	 	8	 



    	 	 	 



    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


The
undersigned hereby subscribes for the Unit in the amount indicated below, 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 the Unit for the Purchase Price of $500,000. The undersigned will pay the Purchase Price of the
Unit by (check one):


 


	[  ]	delivering
    a certified or bank check payable to Brownie’s Marine Group, Inc., together with this Agreement.
	 	 
	[  ]	sending
    by wire transfer to Brownie’s Marine Group, Inc., the purchase price of the Units contemporaneously with signing and
    delivering this Agreement.
	 	 
	[  ]	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 Unit is 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 11.


 


SUBSCRIBERS
THAT ARE ENTITIES MUST COMPLETE PAGE 12.


 




    	 	9	 



    	 	 	 



    

 


SIGNATURE
PAGE FOR INDIVIDUAL SUBSCRIBERS


 


This
Subscription Agreement is dated as of this 6 day of March, 2019 at Singer Island, Florida. 


 


	Charles
    F. Hyatt
	Exact
    Name in Which Title is to be Held (Please Print)


 


	 	 	 
	Name
    (Please Print)	 	Name
    of Additional Purchaser
	 	 	 
	 	 	 
	Address
    of Principal Residence	 	Address
    of Additional Purchaser
	 	 	 
	 	 	 
	City,
    State and Zip Code	 	City,
    State and Zip Code
	 	 	 
	 	 	 
	Country	 	Country
	 	 	 
	 	 	 
	Social
    Security Number	 	Social
    Security Number
	 	 	 
	 	 	 
	Telephone
    Number	 	Telephone
    Number
	 	 	 
	 	 	 
	Fax
    Number (if available)	 	Fax
    Number (if available)
	 	 	 
	 	 	 
	E-Mail
    (if available)	 	E-Mail
    (if available)
	 	 	 
	 	 	 
	(Signature)	 	(Signature
    of Additional Purchaser)


 


acceptance


 


This
Subscription Agreement is accepted as of this 7th day of March 2019 for the purchase of the Unit.


 


	 	BROWNIE’S
    MARINE GROUP, INC.
	 	 
	 	By:
    	/s/
    Robert M. Carmichael
	 	Its:
    	Chief
    Executive Officer


 




    	 	10	 



    	 	 	 



    

 


SIGNATURE
PAGE FOR SUBSCRIBERS THAT ARE ENTITIES


(Corporation,
Partnership, Trust, Etc.)


 


This
Subscription Agreement is dated as of this _________ day of _______________, 2019 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 _________________, 2019 for the purchase of the Unit.


 


	 	BROWNIE’S
    MARINE GROUP, INC.
	 	 	 
	 	By:
    	         
	 	Its:
    	 


 




    	 	11	 



    	 	 	 



    

 


	 	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
    #:	9852999356
	 	 	 
	 	SWIFT
    CODE:	BUFBUS3M
	 	 	 
	 	For
    Benefit of:	Brownie’s
    Marine Group, Inc. 


 




    	 	 	 



    	 	 	 



    

 


Exhibit
A


 


FORM
OF WARRANT