Biolargo, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2019 • Biolargo, Inc. • Chemicals & allied products • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2019, by and between BIOLARGO, INC., a Delaware corporation, with headquarters located at 14921 Chestnut St., Westminster, CA 92683 (the “Company”), and CROSSOVER CAPITAL FUND I, LLC, a Washington limited liability company, with its address at 365 Ericksen Ave., NE #315, Bainbridge Island, WA 98110 (the “Buyer”).

RECITALS
Common Stock Purchase Agreement • August 19th, 2002 • Nuway Energy Inc • Retail-auto dealers & gasoline stations • Nevada
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2023 • Biolargo, Inc. • Chemicals & allied products • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____, by and between BioLargo, Inc., a Delaware corporation (the “Company”), and the undersigned officers and directors of the Company (each, individually, an “Indemnitee”).

BETWEEN
Joint Venture Agreement • May 23rd, 2003 • Nuway Medical Inc • Retail-auto dealers & gasoline stations • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 23rd, 2019 • Biolargo, Inc. • Chemicals & allied products • New York

This securities purchase agreement (the “Agreement”), dated as of April 18, 2019, by and between BioLargo, Inc., a Delaware corporation, with headquarters located at 14921 Chestnut St. Westminster, CA, 92683 (the “Company”), and Bellridge Capital LP, a Delaware company with its office at 515 E. Las Olas Boulevard, Suite 120A Fort Lauderdale, Florida 33301 (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2022 • Biolargo, Inc. • Chemicals & allied products

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 13, 2022, by and between BIOLARGO, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

RECITALS
Warrant Agreement • April 12th, 2002 • Nuway Energy Inc • Retail-auto dealers & gasoline stations
RECITALS
Stock Purchase Agreement • February 17th, 2004 • Nuway Medical Inc • Retail-auto dealers & gasoline stations • Delaware
ARTICLE I
Escrow Agreement • January 5th, 2001 • Latin American Casinos Inc • Retail-auto dealers & gasoline stations • New York
among
Asset Purchase Agreement • May 23rd, 2003 • Nuway Medical Inc • Retail-auto dealers & gasoline stations • California
PURCHASE AGREEMENT
Purchase Agreement • December 19th, 2022 • Biolargo, Inc. • Chemicals & allied products • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of December 13, 2022, by and between BIOLARGO, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint...
Joint Filing Agreement • January 17th, 2001 • Latin American Casinos Inc • Retail-auto dealers & gasoline stations

Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 7th, 2019 • Biolargo, Inc. • Chemicals & allied products • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 4, 2019, is entered into by and between Biolargo, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).

Contract
Warrant Agreement • August 14th, 2017 • Biolargo, Inc. • Chemicals & allied products • Nevada

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIOLARGO, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

ASSET AND STOCK PURCHASE AGREEMENT among NUWAY MEDICAL INC and CASINO VENTURE PARTNERS
Asset and Stock Purchase Agreement • May 23rd, 2003 • Nuway Medical Inc • Retail-auto dealers & gasoline stations • California
RECITALS
Mutual Rescission Agreement • October 15th, 2004 • Nuway Medical Inc • Retail-auto dealers & gasoline stations • Delaware
BIOLARGO, INC. [FORM OF] WARRANT TO PURCHASE COMMON STOCK WITH CALLABLE PROVISION
Warrant Agreement • March 31st, 2015 • Biolargo, Inc. • Chemicals & allied products • California

THIS CERTIFIES THAT, for value received, XXXX (the “Holder”), is entitled to subscribe for and purchase from BIOLARGO, INC., a corporation organized under the laws of the state of Delaware (the “Company”), subject to the provisions hereof, commencing at the time periods prescribed herein and ending at 5:00 p.m. California time on December 31, 2016, XXXXX shares (the “Shares”) of common stock, par value, $0.00067, of the Company (the “Common Stock”). The exercise price for each Share subject to this Warrant (the “Warrant Price”) is equal to $0.30. The number of Shares and the Warrant Price are subject to adjustment from time to time as provided in Section 5 of this Warrant.

BIOLARGO, INC. [FORM OF] WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • November 14th, 2012 • Biolargo, Inc. • Chemicals & allied products • California

THIS CERTIFIES THAT, for value received, XXXX (the “Holder”), is entitled to subscribe for and purchase from BIOLARGO, INC., a corporation organized under the laws of the state of Delaware (the “Company”), subject to Section 1(b) hereof, commencing at the time periods prescribed herein and ending at 5:00 p.m. California time on March 31, 2014, XXXX shares (the “Shares”) of common stock, par value, $0.00067, of the Company (the “Common Stock”). The exercise price for each Share subject to this Warrant (the “Warrant Price”) is equal to $0.50. The number of Shares and the Warrant Price are subject to adjustment from time to time as provided in Section 4 of this Warrant.

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