SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2017 • Biolargo, Inc. • Chemicals & allied products • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2017, by and between BIOLARGO, INC., a Delaware corporation, with headquarters located at 14921 Chestnut St., Westminster, CA 92683 (the “Company”), and VISTA CAPITAL INVESTMENTS, LLC, a California limited liability company, with its address at 120 Birmingham Drive, Suite 230, Cardiff, CA 92007 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2017 • Biolargo, Inc. • Chemicals & allied products • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 14, 2017, by and between BIOLARGO, INC., a Delaware corporation (the “Company”), and VISTA CAPITAL INVESTMENTS, LLC, a California 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 equity 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”).
BioLargo, Inc. Convertible NoteBiolargo, Inc. • December 22nd, 2017 • Chemicals & allied products • Nevada
FOR VALUE RECEIVED, BioLargo, Inc., a Delaware corporation with a par value of $0.00067 per common share (“Par Value”) (the “Company”), hereby promises to pay to the order of Vista Capital Investments, LLC or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 14, 2017Securities Purchase Agreement • December 22nd, 2017 • Biolargo, Inc. • Chemicals & allied products
THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE dated December 14, 2017, is made effective as of December 18, 2017, by and between BioLargo, Inc., a Delaware corporation (the “Company”), and Vista Capital Investments, LLC, a California limited liability company (the “Holder”) (collectively the “Parties”).
