AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among BROWNIE’S MARINE GROUP, INC., a Florida corporation, SUBMERSIBLE ACQUISITION, INC., a Florida corporation, SUBMERSIBLE SYSTEMS, INC., a Florida corporation, and THE SHAREHOLDERS OF SUBMERSIBLE...Merger Agreement • September 9th, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 3, 2021, by and among Brownie’s Marine Group, Inc., a Florida corporation (the “Purchaser”), Submersible Acquisition, Inc., a Florida corporation (the “Acquisition Subsidiary”), Submersible Systems, Inc., a Florida corporation (the “Company”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista”) (together, constituting all of the shareholders of the Company immediately prior to the Merger, the “Sellers” and each a “Seller”). The Purchaser, the Acquisition Subsidiary, the Company and the Sellers are each a “Party” and referred to collectively herein as the “Parties.”
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality Agreement • September 9th, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec • Florida
THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of September 3, 2021, between BROWNIE’S MARINE GROUP, INC., a Florida corporation, (the “Company”), and Richard S. Kearney, an individual, with an address at 1700 Summit Lake Dr., Tallahassee, FL 32317 (“Kearney”).
ContractConvertible Promissory Note • September 9th, 2021 • Brownie's Marine Group, Inc • Sporting & athletic goods, nec
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
