NUWAY MEDICAL, INC. [FORM OF] WARRANT TO PURCHASE COMMON STOCKBiolargo, Inc. • May 4th, 2007 • Retail-auto dealers & gasoline stations • California
THIS CERTIFIES THAT, for value received, (the “Holder”), is entitled to subscribe for and purchase from NUWAY MEDICAL, 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 September 13, 2009, 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 $0.05. The number of Shares and the Warrant Price are subject to adjustment from time to time as provided in Section 4 of this Warrant.
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2007 • Biolargo, Inc. • Retail-auto dealers & gasoline stations
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 30, 2007 (the “Effective Date”), by and among BioLargo, Inc., formerly known as NuWay Medical, Inc., a Delaware corporation (“BioLargo”), BioLargo Life Technologies, Inc., a California corporation (“BLTI” and collectively with BioLargo, “Company”), whose address is 2603 Main Street, Suite 1155, Irvine, California 92614, and Dennis Calvert (“Executive”), an individual, with reference to the following:
Master Distributorship Agreement RecitalsMaster Distributorship Agreement • May 4th, 2007 • Biolargo, Inc. • Retail-auto dealers & gasoline stations • California
This Master Distributorship Agreement, (“Agreement”), is executed this date of January 15, 2005, by and between IOWC Technologies, Inc., (“IOWC”), Kenneth Reay Code individually (collectively (“IOWC”), and Food Industry Technologies, Inc. (“Newco”), which is the process of being formed and shall be formed by John Runyan and Doug Goularte on or before January 15, 2005. This agreement shall become effective upon the date that Newco is properly formed on or about January 15, 2005.
LICENSE AGREEMENT October 15, 2004 This License Agreement (“Agreement”) is made as of this 15th day of October 2004 (the “Effective Date”) by and between: Kenneth R. Code individually, and IOWC, a Canadian Corporation owned by Ken Code, and BioLargo...License Agreement • May 4th, 2007 • Biolargo, Inc. • Retail-auto dealers & gasoline stations • California
WHEREAS IOWC intends to license the rights to BioLargo to use and sub-license certain patents and other technology as defined below (“Technology”) including the right to make, have made, and sell products covered by the Technology (“Product”), and,
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 4th, 2007 • Biolargo, Inc. • Retail-auto dealers & gasoline stations • California
This Asset Purchase Agreement dated as of April 30, 2007 (the “Agreement”) is executed by and among IOWC Technologies, Inc., a federally registered Canadian corporation (“IOWC”), Kenneth Reay Code, an individual (“Code” and collectively with IOWC, “Sellers” and individually a “Seller”), and BioLargo, Inc., a Delaware corporation formerly known as NuWay Medical, Inc. (“BioLargo”) and BioLargo Life Technologies, Inc., a California corporation (“BLTI” and collectively with BioLargo, “Purchasers” and individually a “Purchaser”).
CONVERSION AGREEMENTConversion Agreement • May 4th, 2007 • Biolargo, Inc. • Retail-auto dealers & gasoline stations
This Conversion Agreement (this “Agreement”), effective as of April 13, 2007, by and between BioLargo, Inc., a Delaware corporation (the “Company”), and New Millennium Capital Partners, LLC (the “Holder”).
