Common use of Authorization; No Restrictions, Consents or Approvals Clause in Contracts

Authorization; No Restrictions, Consents or Approvals. BioLargo has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo and constitutes the legal, valid, binding and enforceable obligation of BioLargo, enforceable against BioLargo in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo or any applicable law relating to BioLargo, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo is bound or to which any property of BioLargo is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargo, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo is a party or by which any property or asset of BioLargo is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo is a party or by which BioLargo may be bound, or result in the violation by BioLargo of any laws to which BioLargo may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo of this Agreement or the performance by BioLargo of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo Tribus has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo Tribus and constitutes the legal, valid, binding and enforceable obligation of BioLargoTribus, enforceable against BioLargo Tribus in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo Tribus of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo Tribus or any applicable law relating to BioLargoTribus, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo Tribus is bound or to which any property of BioLargo Tribus is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo Tribus has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoTribus, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo Tribus is a party or by which any property or asset of BioLargo Tribus is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo Tribus has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo Tribus is a party or by which BioLargo Tribus may be bound, or result in the violation by BioLargo Tribus of any laws to which BioLargo Tribus may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo Tribus of this Agreement or the performance by BioLargo Tribus of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo GENH has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo GENH and constitutes the legal, valid, binding and enforceable obligation of BioLargoGENH, enforceable against BioLargo GENH in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The execution and delivery of this Agreement and the consummation by BioLargo GENH of the transactions contemplated herein (including the issuance of the BioLargo Shares Exchange Securities in exchange for the Tendered Converted Company Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles certificate of incorporation and bylaws of BioLargo or any applicable law relating to BioLargoGENH, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo GENH is bound or to which any property of BioLargo GENH is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo GENH has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien Lien on any of the assets of BioLargoGENH, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo GENH is a party or by which any property or asset of BioLargo GENH is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo GENH has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo GENH is a party or by which BioLargo GENH may be bound, or result in the violation by BioLargo GENH of any laws to which BioLargo GENH may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority Governmental Authority or any other person is necessary or required in connection with the execution and delivery by BioLargo GENH of this Agreement or the performance by BioLargo GENH of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo GENH has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo GENH and constitutes the legal, valid, binding and enforceable obligation of BioLargoGENH, enforceable against BioLargo GENH in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The execution and delivery of this Agreement and the consummation by BioLargo GENH of the transactions contemplated herein (including the issuance of the BioLargo Shares Contribution Securities in exchange for the Tendered SharesNote) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles certificate of incorporation and bylaws of BioLargo or any applicable law relating to BioLargoGENH, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo GENH is bound or to which any property of BioLargo GENH is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo GENH has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien Lien on any of the assets of BioLargoGENH, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo GENH is a party or by which any property or asset of BioLargo GENH is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo GENH has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo GENH is a party or by which BioLargo GENH may be bound, or result in the violation by BioLargo GENH of any laws to which BioLargo GENH may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority Governmental Authority or any other person is necessary or required in connection with the execution and delivery by BioLargo GENH of this Agreement or the performance by BioLargo GENH of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo BSKE has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo BSKE and constitutes the legal, valid, binding and enforceable obligation of BioLargoBSKE, enforceable against BioLargo BSKE in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo BSKE of the transactions contemplated herein (including the issuance of the BioLargo BSKE Shares in exchange for the Tendered KESB Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the constitution or charter or memorandum and articles of association or incorporation and bylaws documents, as applicable, of BioLargo BSKE or any applicable law relating to BioLargoBSKE, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo BSKE is bound or to which any property of BioLargo BSKE is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo BSKE has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoBSKE, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo BSKE is a party or by which any property or asset of BioLargo BSKE is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo BSKE has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo BSKE is a party or by which BioLargo BSKE may be bound, or result in the violation by BioLargo BSKE of any laws to which BioLargo BSKE may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo BSKE of this Agreement or the performance by BioLargo BSKE of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo INVO has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo INVO and constitutes the legal, valid, binding binding, and enforceable obligation of BioLargoINVO, enforceable against BioLargo INVO in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo INVO of the transactions contemplated herein (including the issuance of the BioLargo INVO Shares in exchange for the Tendered NAYA Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles Amended and Restated Articles of incorporation Incorporation and bylaws By-Laws of BioLargo INVO or any applicable law relating to BioLargoINVO, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo INVO is bound or to which any property of BioLargo INVO is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo INVO has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoINVO, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo INVO is a party or by which any property or asset of BioLargo INVO is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo INVO has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo INVO is a party or by which BioLargo INVO may be bound, or result in the violation by BioLargo INVO of any laws to which BioLargo INVO may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo INVO of this Agreement or the performance by BioLargo INVO of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo BET has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo BET and constitutes the legal, valid, binding and enforceable obligation of BioLargoBET, enforceable against BioLargo BET in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo BET of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo BET or any applicable law relating to BioLargoBET, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo BET is bound or to which any property of BioLargo BET is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo BET has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoBET, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo BET is a party or by which any property or asset of BioLargo BET is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo BET has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo BET is a party or by which BioLargo BET may be bound, or result in the violation by BioLargo BET of any laws to which BioLargo BET may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo BET of this Agreement or the performance by BioLargo BET of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo TransparentBusiness has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo TransparentBusiness and constitutes the legal, valid, binding and enforceable obligation of BioLargoTransparentBusiness, enforceable against BioLargo TransparentBusiness in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo TransparentBusiness of the transactions contemplated herein (including the issuance of the BioLargo TransparentBusiness Shares in exchange for the Tendered Company Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo TransparentBusiness or any applicable law relating to BioLargoTransparentBusiness, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo TransparentBusiness is bound or to which any property of BioLargo TransparentBusiness is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo TransparentBusiness has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoTransparentBusiness, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo TransparentBusiness is a party or by which any property or asset of BioLargo TransparentBusiness is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo TransparentBusiness has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo TransparentBusiness is a party or by which BioLargo TransparentBusiness may be bound, or result in the violation by BioLargo TransparentBusiness of any laws to which BioLargo TransparentBusiness may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo TransparentBusiness of this Agreement or the performance by BioLargo TransparentBusiness of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo Clyra has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo Clyra and constitutes the legal, valid, binding and enforceable obligation of BioLargoClyra, enforceable against BioLargo Clyra in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo Clyra of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo Clyra or any applicable law relating to BioLargoClyra, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo Clyra is bound or to which any property of BioLargo Clyra is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo Clyra has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoClyra, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo Clyra is a party or by which any property or asset of BioLargo Clyra is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo Clyra has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo Clyra is a party or by which BioLargo Clyra may be bound, or result in the violation by BioLargo Clyra of any laws to which BioLargo Clyra may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo Clyra of this Agreement or the performance by BioLargo Clyra of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo Cxxxxxx has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo Cxxxxxx and constitutes the legal, valid, binding and enforceable obligation of BioLargoCxxxxxx, enforceable against BioLargo him in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) herein, do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo or any applicable law relating to BioLargo, (Bi) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo the Flooring Zone Stock or Cxxxxxx is bound or to which any property of BioLargo is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, (Cii) result in the creation or imposition of any lien on any of the assets of BioLargoFlooring Zone Stock, (Diii) constitute an event permitting termination of any material agreement or instrument to which BioLargo Cxxxxxx is a party or by which any property or asset of BioLargo the Flooring Zone Stock is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, or (Eiv) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo Cxxxxxx is a party or by which BioLargo Cxxxxxx or the Flooring Zone Stock may be bound, or result in the violation by BioLargo Cxxxxxx of any laws to which BioLargo Cxxxxxx or the Flooring Zone Stock may be subject, which would materially adversely affect the transactions contemplated herein. No Other than applicable SEC filings regarding beneficial ownership of the Flooring Zone Stock, no authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required of Cxxxxxx in connection with the execution and delivery by BioLargo Cxxxxxx of this Agreement or the performance by BioLargo Cxxxxxx of its his obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo The Seller has full power and authority to enter into and perform its obligations under this AgreementAgreement and the Ancillary Agreements (as defined below) and all corporate and member action necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements and the performance hereunder and thereunder has been duly taken. This Agreement has and the Ancillary Agreements have been duly executed by BioLargo the Seller and constitutes constitute the legal, valid, binding and enforceable obligation obligations of BioLargothe Seller, enforceable against BioLargo the Seller in accordance with its their terms. The execution and delivery of this Agreement and the Ancillary Agreements, the sale of the Purchased Assets and the consummation by BioLargo the Seller of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) and therein, do not and will not on the Closing (Ai) conflict with or violate any of the terms of the articles Articles of incorporation and bylaws Organization or the Operating Agreement of BioLargo the Seller or any applicable law relating to BioLargolaw, (Bii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo is bound or to which any property of BioLargo is subject, Contract or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, (Ciii) result in the creation or imposition of any lien Lien on any of the assets of BioLargoPurchased Assets, (Div) constitute an event permitting termination of any material agreement or instrument to which BioLargo is a party or by which any property or asset of BioLargo is bound or affected, Contract pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo has obtained consent for the transactions contemplated under this AgreementContract, or (Ev) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo the Seller is a party or by which BioLargo the Seller may be bound, or result in the violation by BioLargo the Seller of any laws law, statute, rule, regulation, judgment, writ, injunction, decree or order to which BioLargo the Seller or any assets of the Seller may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo the Seller of this Agreement and the Ancillary Agreements or the performance by BioLargo the Seller of its obligations hereunderhereunder or thereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo Tilly’s has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo Tilly’s and constitutes the legal, valid, binding and enforceable obligation of BioLargoTilly’s, enforceable against BioLargo Tilly’s in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo Tilly’s of the transactions contemplated herein (including the issuance of the BioLargo Tilly’s Shares in exchange for the Tendered XXXX Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo Tilly’s or any applicable law relating to BioLargoTilly’s, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo Tilly’s is bound or to which any property of BioLargo Tilly’s is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo Tilly’s has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoTilly’s, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo Tilly’s is a party or by which any property or asset of BioLargo Tilly’s is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo Tilly’s has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo Tilly’s is a party or by which BioLargo Tilly’s may be bound, or result in the violation by BioLargo Tilly’s of any laws to which BioLargo Tilly’s may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo Tilly’s of this Agreement or the performance by BioLargo Tilly’s of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo has The Parent and TSA have full power and authority to enter into and perform this Agreement, and each has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the performance by Buyer of its obligations under this Agreementhereunder except that the Parent's stockholders must approve the sale of 100% of the common stock or Assets of TSA. This Agreement has been duly executed by BioLargo the Parent and TSA and, subject to the Parent's stockholders' approval, constitutes the legal, valid, and binding and enforceable obligation of BioLargothe Parent and TSA, enforceable against BioLargo each in accordance with its termsterms subject to the qualification that the enforcement of certain rights and remedies contained in this Agreement may be limited or affected by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other federal or state laws relating to or affecting creditors rights and remedies and by general principles of equity including the discretion of courts regardless of whether arising in an action of law or equity. The execution and delivery of this Agreement Agreement, the sale of 20% of the TSA common stock and the Assets and the consummation by BioLargo the Parent and TSA of the transactions contemplated herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) or hereby, do not and will not on the Closing (A) Date conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation of the Parent, the Articles of Incorporation of TSA and bylaws the By-Laws of BioLargo the Parent or TSA or any applicable law Law relating to BioLargo, (B) either; conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation obligation, or instrument by which BioLargo the Parent or TSA is bound or to which any property of BioLargo TSA is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargo, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo is a party or by which any property or asset of BioLargo is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo is a party or by which BioLargo may be bound, ; or result in the violation by BioLargo the Parent or TSA of any laws Laws to which BioLargo the Parent or TSA or any Assets of the Parent or TSA may be subject, subject which would materially adversely affect the transactions transaction contemplated herein. No Except as set forth in Schedule 6.1(b), no material authorization, consent consent, or approval of, notice to, or filing with, of any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo the Parent and TSA of this Agreement or the performance by BioLargo the Parent and TSA's of its their obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. BioLargo Hainan ESG or ESG has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by BioLargo Hainan ESG or ESG and constitutes the legal, valid, binding and enforceable obligation of BioLargoHainan ESG or ESG, enforceable against BioLargo Hainan ESG or ESG in accordance with its terms. The execution and delivery of this Agreement and the consummation by BioLargo Hainan ESG or ESG of the transactions contemplated herein (including the issuance of the BioLargo ESG Shares in exchange for the Tendered AUFP Shares) do not and will not on the Closing (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of BioLargo ESG or any applicable law relating to BioLargoESG, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which BioLargo ESG is bound or to which any property of BioLargo ESG is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which BioLargo ESG has obtained consent for the transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of BioLargoESG, (D) constitute an event permitting termination of any material agreement or instrument to which BioLargo ESG is a party or by which any property or asset of BioLargo ESG is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which BioLargo ESG has obtained consent for the transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which BioLargo ESG is a party or by which BioLargo ESG may be bound, or result in the violation by BioLargo ESG of any laws to which BioLargo ESG may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by BioLargo Hainan ESG or ESG of this Agreement or the performance by BioLargo Hainan ESG or ESG of its obligations hereunder.