Form of Warrant



 EXHIBIT 10.2 







 THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACT OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT OR
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS. 
 BIOLARGO, INC. 
 FORM OF WARRANT TO PURCHASE COMMON STOCK 
 WARRANT NO. W-xxx                             ISSUED: XXXX,
200      
 THIS CERTIFIES THAT, for value received, SC Capital Partners, LLC (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                     , 20        , 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 $x.xx.
The number of Shares and the Warrant Price are subject to adjustment from time to time as provided in Section 4 of this Warrant. 
 This Warrant is issued in connection with and as consideration for the Convertible Note dated the date hereof and issued by the Company in favor of the Holder, which Convertible Note has been issued pursuant the Holder’s investment in
the Company. 
 1.        Method of Exercise; Payment; Issuance of New Warrant. 
 (a)    The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, subject to the limitation
set forth below, and from time to time, by (i) the surrender of this Warrant (with a notice of exercise in the form attached hereto as Exhibit A, duly executed) at the principal office of the Company and (ii) the payment to the
Company, by check or wire transfer of funds to an account specified in writing by the Company, of an amount equal to the aggregate Warrant Price. The Shares so purchased, representing the aggregate number of shares specified in the executed
Exhibit A, shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised. Upon receipt by the Company of this Warrant at the office of the Company, in
proper form for exercise and accompanied by the amount equal to the aggregate Warrant Price, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such Shares shall not then be actually delivered to the Holder. 
 (b)    If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such Shares, deliver to the Holder a new Warrant evidencing the right to purchase the remaining Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant which shall then be returned to Holder. 
  

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 2.        Stock Fully Paid; Reservation of
Shares.    All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with
respect to the issue thereof; provided, however, that the Company shall not be required to pay any transfer taxes with respect to the issue of shares in any name other than that of the registered holder hereof. During the period within which the
rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant. The Company shall at all times take all such action and obtain all such permits or orders as may be necessary to enable the Company lawfully to issue such Common Stock as
duly and validly issued, fully paid and nonassessable shares upon exercise in full of this Warrant. 
 3.        Fractional Shares.    No fractional shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the
Company shall make a cash payment therefor upon the basis of the Fair Market Value of such Shares. 
 4.        Adjustment.    This Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 
 (a)    Adjustment for Stock Splits and Combinations.    If the Company shall at any time or from time to
time after the date hereof effect a subdivision of the outstanding Common Stock, the Warrant Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the
date hereof combine the outstanding Common Stock, the Warrant Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this subsection shall become effective at the close of business on the
date the subdivision or combination becomes effective. 
 (b)    Adjustment for Certain Dividends and
Distributions.    In the event the Company at any time or from time to time after the date hereof shall make or issue a dividend or other distribution payable in additional shares of Common Stock, then and in each such event
the Warrant Price shall be decreased as of the time of such issuance, by multiplying the Warrant Price by a fraction: 
  

	 	(x)	the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance; and 

  

	 	(y)	the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of
Common Stock issuable in payment of such dividend or distribution. 

 (c)    Adjustment of Number of
Shares.    Upon each adjustment of the Warrant Price pursuant to either Section 4(a) or 4(b) of this Warrant, the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted
to the number of shares of Common Stock, calculated to the nearest one hundredth of a share, obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment upon the exercise of the Warrant by the
Warrant Price in effect prior to such adjustment and dividing the product so obtained by the new Warrant Price. 
  

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 (d)    Adjustment for Reclassification, Exchange and
Substitution.    If the Common Stock issuable upon the exercise of this Warrant are changed into the same or different number of shares of any class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination provided for in Section 4(a) above, a dividend or distribution provided for in Section 4(b) above, or a reorganization, merger, consolidation or sale of assets, provided for
in Section 4(e) below), then and in any such event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of stock and other securities receivable upon such recapitalization, reclassification or
other change, by holders of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification or change. 
 (e)    Reorganization, Mergers, Consolidations or Sales of Assets.    If at any time or from time to time
there is a capital reorganization of the Common Stock (other than a subdivision or combination provided for in Section 4(a) above, a dividend or distribution provided for in Section 4(b) above, or a reclassification or
exchange of shares provided for in Section 4(d) above) or a merger or consolidation of the Company with or into another entity, or a sale of all or substantially all of the Company’s properties and assets to any other person or
entity, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities, money
or property of the Company, or of the successor entity resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation,
or sale. The Company shall not effect any reorganization, merger, consolidation or sale unless prior to the consummation thereof each entity or person (other than the Company) that may be required to deliver any cash, securities or other property
upon the exercise of this Warrant shall assume, by written instrument delivered to the Holder, the obligation to deliver to the Holder such cash, securities or other property as in accordance with the foregoing provisions the Holder may be entitled
to receive. The foregoing provisions of this Section 4(e) shall similarly apply to successive reorganizations, mergers, consolidations and sales. 
 (f)    No Impairment.    The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the
carrying out of all the provisions of this Section and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holder against dilution or other impairment. Without limiting the generality
of the foregoing, the Company will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon the voluntary or involuntary dissolution, liquidation or winding up of the Company. 

(g)    Notice of Adjustments.    Whenever this Warrant shall be adjusted pursuant to this
Section 4, the Company shall make a certificate signed by an officer of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated, and the new Warrant Price and the type or the number of Shares purchasable after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by first class mail, postage prepaid) to the Holder. 

 

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	 	5.	The Company’s Obligation to Make Payments. 

 (a)    Dividends and Distributions.    In the event the Company at any time or from time to time after the date hereof shall make or issue a dividend or other distribution, whether payable in
cash, securities or other property of the Company, with respect to any of its capital stock for which an adjustment is not made pursuant to Section 4 of this Warrant, then and in each such event, the Company shall concurrently make a
cash payment to the Holder equal to the product of (i) the quotient obtained by dividing (x) the amount of cash plus the fair value of any property or securities distributed by (y) the number of shares of Common Stock outstanding on
the record date for such dividend or distribution and (ii) the number of Shares on such record date. 
 (b)    Redemption of Capital Stock.    In the event the Company at any time or from time to time after the date hereof shall repurchase or redeem any of its capital stock or any rights,
including without limitation, options, warrants or other convertible or exchangeable securities, to acquire such capital stock, then and in each such event, the Company shall concurrently make a cash payment to the Holder equal to the product of
(i) the quotient obtained by dividing (x) the aggregate amount of cash and the aggregate fair value of any property paid out by the Company in connection with any such repurchase or redemption by (y) the number of shares of Common
Stock outstanding on a fully diluted basis immediately after such repurchase or redemption and (2) the number of Shares. 
  

	 	6.	Notice of Record Date.    In the event: 

  

	 	(1)	that the Company declares a dividend (or any other distribution) on any of its capital stock (including without limitation, its Common Stock); 

  

	 	(2)	that the Company repurchases or redeems any of its capital stock (including without limitation, its Common Stock) or any rights to acquire such capital stock;


  

	 	(3)	that the Company subdivides or combines its outstanding shares of Common Stock; 

  

	 	(4)	of any reclassification of the Common Stock, or of any consolidation, merger or share exchange of the Company into or with another entity, or of the sale of all or substantially all
of the assets of the Company; 

  

	 	(5)	of the involuntary or voluntary dissolution, liquidation or winding up of the Company; or 

  

	 	(6)	of any offer of its Common Stock or any rights to acquire such Common Stock for consideration paid per share of Common Stock less than the Warrant Price then in effect.


 then the Company shall notify the Holder at least 30 days prior to the date specified in (A), (B) or (C) below, in writing
stating: 
 (A)        the record date of such dividend, distribution, repurchase,
redemption, subdivision or combination, or, if a record is not to be taken, the date as to which the holders of Common Stock of record to be entitled to such dividend, distribution, repurchase, redemption, subdivision or combination are to be
determined; 
  

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 (B)        the date on which such
reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolution or winding up; or 
 (C)        the date on which such offering of its Common Stock or any rights to acquire such Common Stock for consideration paid per share of Common Stock less than the Warrant
Price is expected to become consummated. 
  

	 	7.	Compliance with Securities Act; Disposition of Warrant or Common Stock. 

 (a)    Compliance with Securities Act.    The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired
for investment and that such Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as
amended (the “Act”). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in
substantially the following form: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACTS.” 
 (b)    Disposition of Warrant or Shares.    Subject to the terms and conditions
of this Warrant and applicable securities laws, this Warrant and the rights represented by this Warrant may be transferred, assigned or pledged, in whole or in part with prior written notice to the Company. Any transfer shall be accompanied by the
Notice of Transfer form attached hereto as Exhibit B. 
 (c)    Piggyback Registration Rights; No Demand
Registration Rights. 
 (i)    The Holder of this Warrant shall have the right (a “Piggyback
Registration Right”) to have the Shares issued or issuable upon exercise of this Warrant included, at the option of the Holder and upon the Holder’s request, in a registration statement (other than a registration statement on Form S-4
or S-8 or similar or successor form) (an “Eligible Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”). Under no circumstances may the Holder of this Warrant demand
that the Company file such an Eligible Registration Statement, nor does the Company have an obligation to file an Eligible Registration Statement with the SEC at any time or ever. The number of Shares subject to the Piggyback Registration Right
(“Registrable Shares”) is subject to reduction or elimination (a “Registration Clawback”), in whole or in part, if the Company’s underwriter or placement agent, or the Company’s Board of Directors acting
in good faith, determines that the inclusion of some or all of the Registrable Shares in such Eligible Registration Statement would not be in the best interests of the Company or the proposed offering being registered on such Eligible Registration
Statement. 
  

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 (ii)    The Company shall provide reasonable written notice (a
“Registration Notice”) to the Holder pursuant to Section 11 of this Warrant when it determines to file an Eligible Registration Statement, requesting whether the Holder wishes to include any or all of the Shares issued or
issuable upon exercise of this Warrant in such Eligible Registration Statement. The Holder shall have five (5) business days after receipt of a Registration Notice to respond in writing as to whether the Holder requests the registration of a
stated number of Registrable Shares in the Eligible Registration Statement (the “Holder’s Registration Request”); if the Holder does not respond within such period of time, the Piggyback Registration Right shall be deemed
waived for that Eligible Registration Statement . If the Company receives a Holder’s Registration Request on a timely basis, the Company shall determine whether the conditions for a Registration Clawback exist and shall promptly notify the
Holder in writing how many, if any, Registrable Shares will be included in the Eligible Registration Statement. 
 (iii)    The Piggyback Registration Right provided herein shall lapse and be of no further force and effect upon the sooner to occur of the following: (A) the sale or other disposition by the Holder of all of the
Shares issued or issuable upon exercise of this Warrant or (B) the ability of the Holder to sell the Shares issued or issuable upon exercise of this Warrant pursuant to then current provisions of Rule 144 promulgated under the Securities Act of
1933, as amended (or any successor Rule of the SEC). 
 8.        Rights as
Shareholders.    The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are
not enforceable against the Company except to the extent set forth herein. 
 9.        Representations and Warranties.    The Company represents and warrants to the Holder as follows: 
 (a)    This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms; 
 (b)    The Shares have been duly authorized and reserved for issuance by
the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; 
 (c)    The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the holders thereof are as set forth in the Company’s Certificate of Incorporation; 
 (d)    The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in
accordance with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and,
except for consents that have already been obtained by the Company, do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a
party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal, state or local government authority or agency or other person; and

  

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 10.        Modification and
Waiver.    This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. 
 11.        Notices.    Except as otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered to the applicable party at its address specified
opposite its signature below, or at such other address as shall be designated by such party in a written notice to the other. All such notices and communications shall, when mailed, telegraphed, telexed, telecopied or cabled or sent by overnight
courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier. 
 12.        Descriptive Headings.    The descriptive headings of the several sections
of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. 
 13.        Governing Law.    THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF CALIFORNIA. 
 14.        Binding Effect on
Successors.    This Warrant shall be binding upon any entity succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, and all of the obligations of the Company
relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise, and termination of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of
the Holder. 
 15.        Severability.    In case any one or more of the
provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties
shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

 16.        Lost Warrants or Stock Certificates.    The Company
covenants to the Holder that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate. 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its duly
authorized officer on the day and year first above written. 
  

			
	BIOLARGO, INC.
		
	By:	 	 
	Name:	 	Dennis Calvert, President
		
	Address:	 	 2603 Main Street, Suite 1155
 Irvine, California 92614

 Attention: Dennis Calvert
 Facsimile:
949/666-7297



  

			
	ACKNOWLEDGED AND ACCEPTED:
		
	By:	 	 


			
		
	Print Name:	 	 


			
		
	Address:	 	 
		
		 	 
		
		 	 


			
		
	 Federal ID
 or Social Security No.

	 	 

  

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 EXHIBIT A 
 NOTICE OF EXERCISE 
 TO: BIOLARGO, INC. 
 (1)        The undersigned hereby elects to purchase
                     shares of Common Stock of BIOLARGO, INC. (the “Company”) pursuant to the terms of the attached Warrant, and,
unless such Warrant allows the exercise to be “cashless,” tenders herewith payment of the Warrant Price for such shares in full. 
 (2)        The undersigned represents and warrants to the Company that, as of the date hereof, the undersigned is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D under the Securities Exchange Act of 1934, as amended. 
 (3)        Please issue a
certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 
  

			
	
	 
	(Name)
	
	 
	(Name)


  
 (4)        Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below: 
  

			
	
	 
	(Name)
	
	 
	(Address)
	
	 
	(Federal ID or Social Security No.)
	
	 
	(Signature)
	
	 
	(Date)









 EXHIBIT B 
 NOTICE OF TRANSFER 
 (To be signed only upon transfer of Warrant and subject to other conditions of
this Warrant) 
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                        
                                 
                                        
                              the right represented by the attached Warrant to purchase
                     shares of the Common Stock of BIOLARGO, INC., to which the attached Warrant relates, and appoints
                                        
as Attorney-in-fact to transfer such right on the books of BIOLARGO, INC., with full power of substitution in the premises. 
 The
undersigned understands that any transfer of the attached Warrant is subject to full compliance with Federal and applicable state securities laws and other requirements, which requirements shall be determined and which issues shall be decided by
BIOLARGO, INC., in its sole and absolute discretion, prior to consenting to and recognizing such transfer. 
  
 Dated:                                      
                    
  

			
	
	 
	(Signature must conform in all respects to the name of the Holder as specified on the face of the Warrant)
	
	 
	
	 
	(Address)


  
 Signed in the presence
of: