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Biolargo, Inc. – ‘8-K’ for 3/22/22 – ‘EX-10.3’

On:  Thursday, 3/24/22, at 5:18pm ET   ·   For:  3/22/22   ·   Accession #:  1437749-22-7109   ·   File #:  0-19709

Previous ‘8-K’:  ‘8-K’ on 3/8/22 for 3/3/22   ·   Next:  ‘8-K’ on 4/4/22 for 3/31/22   ·   Latest:  ‘8-K’ on / for 1/22/24   ·   22 References:   By:  Biolargo, Inc. – ‘S-1’ on 4/12/24 By:  Biolargo, Inc. – ‘POS AM’ on 4/12/24 By:  Biolargo, Inc. – ‘POS AM’ on 4/12/24 By:  Biolargo, Inc. – ‘10-K’ on 4/1/24 for 12/31/23 By:  Biolargo, Inc. – ‘10-Q’ on 11/14/23 for 9/30/23 By:  Biolargo, Inc. – ‘10-Q’ on 8/14/23 for 6/30/23 By:  Biolargo, Inc. – ‘10-Q’ on 5/17/23 for 3/31/23 By:  Biolargo, Inc. – ‘S-1’ on 4/27/23 By:  Biolargo, Inc. – ‘POS AM’ on 4/27/23 By:  Biolargo, Inc. – ‘POS AM’ on 4/14/23 By:  Biolargo, Inc. – ‘10-K’ on 3/31/23 for 12/31/22 By:  Biolargo, Inc. – ‘8-K’ on 3/27/23 for 3/21/23 By:  Biolargo, Inc. – ‘S-1/A’ on 1/11/23 By:  Biolargo, Inc. – ‘S-1’ on 12/23/22 By:  Biolargo, Inc. – ‘10-Q’ on 8/15/22 for 6/30/22 By:  Biolargo, Inc. – ‘10-Q’ on 5/16/22 for 3/31/22 By:  Biolargo, Inc. – ‘POS AM’ on 4/14/22 By:  Biolargo, Inc. – ‘POS AM’ on 4/14/22 By:  Biolargo, Inc. – ‘POS AM’ on 4/14/22 By:  Biolargo, Inc. – ‘10-K’ on 3/31/22 for 12/31/21 To:  Biolargo, Inc. – ‘8-K’ on 3/19/21 for 3/18/21 To:  Biolargo, Inc. – ‘8-K’ on 2/4/08 for 2/1/08 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/24/22  Biolargo, Inc.                    8-K:1,9     3/22/22   12:169K                                   RDG Filings/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-10.3     Material Contract                                   HTML     11K 
 7: R1          Document And Entity Information                     HTML     45K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- blgo20220323_8k_htm                 XML     12K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.DEF  XBRL Definitions -- blgo-20220322_def                XML     36K 
 5: EX-101.LAB  XBRL Labels -- blgo-20220322_lab                     XML     46K 
 6: EX-101.PRE  XBRL Presentations -- blgo-20220322_pre              XML     35K 
 3: EX-101.SCH  XBRL Schema -- blgo-20220322                         XSD     14K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
12: ZIP         XBRL Zipped Folder -- 0001437749-22-007109-xbrl      Zip     13K 

Exhibit 10.3

BioLargo, Inc.

2022 Engagement Extension Agreement

This Engagement Extension Agreement (the “Extension”) references the Engagement Agreement and Scope Letter dated February 1, 2008 (“2008 Agreement”) by and between CFO 911 (Charles K. Dargan II) (the “Advisor)” and BioLargo, Inc. (the “Company”), and written extensions to the Agreement (the “Prior Extensions”), pursuant to which Charles K. Dargan II has been serving as the Company’s Chief Financial Officer. The parties desire to extend the terms of the prior agreements for a period of one year, pursuant to the terms of this Extension. The 2008 Agreement, the Prior Extensions and this Extension are collectively referred to herein as the “Agreement”.

Except as expressly amended or modified herein, all terms and conditions set forth in the 2008 Agreement and Prior Extensions are incorporated herein by this reference and continue to be in full force and effect. The parties acknowledge and confirm that Mr. Dargan has been serving as the Company’s Chief Financial Officer since February 1, 2008, and that he continues to do so through today’s date. The prior extension expired on January 31, 2022. The Advisor and the Company hereby agree to extend the Term of the engagement as set forth in the 2008 Agreement for one year, to expire January 31, 2023 (the “Extended Term”). Notwithstanding the foregoing, either party may terminate this Agreement upon 30 days’ written notice. At the end of the Extended Term, unless this Agreement has been terminated, Advisor shall continue to serve as the Company’s Chief Financial Officer until new terms are agreed upon, or until one of the parties gives notice to terminate the relationship.

During the Extended Term, the Advisor shall receive the compensation as set forth in this Extension. The Company shall issue to Charles K. Dargan II an option (the “Option”) to purchase 25,000 shares of the Company’s common stock for each month during the Extended Term (thus, an option to purchase 300,000 shares, representing 12 months). The Option shall vest over the period of the Extended Term, with 25,000 shares having vested as of March 22, 2022, and the remaining shares to vest 25,000 shares monthly beginning March 31, 2022, and each month thereafter, so long as this Agreement is in full force and effect. The Option shall be exercisable at the closing price of the Company’s common stock ($0.24) as of March 22, 2022 (the “Grant Date”), and shall expire ten years from the grant date. The Option shall be issued pursuant to the Company’s 2018 Equity Incentive Plan.

AGREED TO AND ACCEPTED AS OF THE DATE LAST SIGNED BELOW

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		1/31/23
		3/31/22		10-K,  10-Q,  4,  8-K
Filed on:		3/24/22
For Period end:		3/22/22		4
		1/31/22
		2/1/08		3,  4,  8-K
				List all Filings

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20 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/24 Biolargo, Inc. S-1 6:2M RDG Filings/FA 4/12/24 Biolargo, Inc. POS AM 5:1.8M RDG Filings/FA 4/12/24 Biolargo, Inc. POS AM 5:1.8M RDG Filings/FA 4/01/24 Biolargo, Inc. 10-K 12/31/23 79:9.5M RDG Filings/FA 11/14/23 Biolargo, Inc. 10-Q 9/30/23 68:8.8M RDG Filings/FA 8/14/23 Biolargo, Inc. 10-Q 6/30/23 67:8.6M RDG Filings/FA 5/17/23 Biolargo, Inc. 10-Q 3/31/23 70:8.3M RDG Filings/FA 4/27/23 Biolargo, Inc. S-1 5:1.9M RDG Filings/FA 4/27/23 Biolargo, Inc. POS AM 3:1.8M RDG Filings/FA 4/14/23 Biolargo, Inc. POS AM 4:1.8M RDG Filings/FA 3/31/23 Biolargo, Inc. 10-K 12/31/22 77:9.4M RDG Filings/FA 3/27/23 Biolargo, Inc. 8-K:1,9 3/21/23 12:166K RDG Filings/FA 1/11/23 Biolargo, Inc. S-1/A 5:2.6M RDG Filings/FA 12/23/22 Biolargo, Inc. S-1 5:2.7M RDG Filings/FA 8/15/22 Biolargo, Inc. 10-Q 6/30/22 60:7.2M RDG Filings/FA 5/16/22 Biolargo, Inc. 10-Q 3/31/22 61:6.5M RDG Filings/FA 4/14/22 Biolargo, Inc. POS AM 4/13/22 2:1.9M RDG Filings/FA 4/14/22 Biolargo, Inc. POS AM 4/13/22 2:1.9M RDG Filings/FA 4/14/22 Biolargo, Inc. POS AM 4/13/22 2:1.8M RDG Filings/FA 3/31/22 Biolargo, Inc. 10-K 12/31/21 73:9.3M RDG Filings/FA

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2 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/21 Biolargo, Inc. 8-K:1,9 3/18/21 2:44K RDG Filings/FA 2/04/08 Biolargo, Inc. 8-K:1,5,9 2/01/08 3:54K Donnelley … Solutions/FA

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Filing Submission 0001437749-22-007109   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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