Exhibit 10.2

PROMISSORY NOTE

THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

FOR VALUE RECEIVED, CLYRA MEDICAL TECHNOLOGIES, INC., a organized California corporation number 0820380 (“ Issuer ”), promises to pay to the order of Scion Solutions , LLC (hereafter, together with any subsequent holder hereof, called “ Holder ”), at its address, or at such other place as Holder may direct, the “Amount” noted above (the “ Loan Amount ”), payable on June 17, 2020 (the “ Maturity Date ”). This note is duly authorized issue of the Issuer, purchased by the initial Holder and accepted by the Issuer on the “Issuance Date” noted above (the “ Issuance Date ”) (referred to herein as the “ Note ”).

This Note is entered into in connection with a Stock Purchase Agreement and Plan of Reorganization of even date hereof (the “Stock Purchase Agreement”), pursuant to which Holder sold, transferred and assigned to Issuer all or substantially all of its assets in exchange for certain consideration including this Note.

Interest will accrue on the unpaid principal at the rate of five percent (5%) per annum. In the event that the Note, including all accrued interest, has not been paid in full by the Maturity Date and so long as an Event of Default (as defined in Section 5 below) has not occurred, the Maturity Date will automatically extend an additional twelve (12) months. In the event that the Note, including all accrued interest, has not been paid in full by the end of the additional twelve-month period and so long as an Event of Default (as defined in Section 5 below) has not occurred, the Maturity Date will automatically extend for additional twelve (12) month periods, consecutively, until the Note and accrued interest have been paid in full.

Payments of both principal and interest are to be made in immediately available funds in lawful money of the United States of America as set forth below.

     The Note is subject to the following additional provisions:

1.      Principal and Interest Payments . Accrual of interest shall commence as of the Issuance Date. Issuer shall make periodic payments to Holder in amounts equal to twenty-five percent (25%) of all amounts that Issuer receives from the sale of capital stock of Issuer to third parties. Such periodic payments shall be made no later than ten (10) days after Issuer receives such amounts from any third parties; provided, however, that the first of such payments shall not be made until after the close of escrow for the funds dedicated to the acquisition of Holder by Issuer. Such periodic payments shall be applied first to accrued but unpaid interest and then to outstanding principal.

2.      Maturity Date Extensions . In the event that the Maturity Date is automatically extended for an additional twelve-month extension after the initial eighteen-month period, or there are subsequent twelve-month extensions of the Maturity Date, as prescribed above, Issuer shall make a payment to Holder at the close of any such additional twelve-month period equal to the greater of:

Such payments shall be applied first to accrued but unpaid interest and then to outstanding principal.

3.      Prepayment . Issuer may prepay any amount owed under this Note in whole or in part.

4.     Transfer . This Note has been issued subject to investment representations of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act and applicable state securities laws. Prior to the due presentment for such transfer of this Note, the Issuer and any agent of the Issuer may treat the person in whose name this Note is duly registered on the records of the Issuer as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note is overdue, and neither the Issuer nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein.

5.       Events of Default . Each of the following occurrences is hereby defined as an “Event of Default”:

a.      Nonpayment . The Issuer shall fail to make any payment of principal, interest, or other amounts payable hereunder when and as due, and at least ten (10) days have elapsed since Holder has demanded such payment without cure by the Issuer; or

b.      Dissolutions, etc . The Issuer or any subsidiary shall fail to comply with any provision concerning its existence or any prohibition against dissolution, liquidation, merger, consolidation or sale of assets; or

c.      Noncompliance with this Agreement . The Issuer shall fail to comply in any material respect with any provision hereof, which failure does not otherwise constitute an Event of Default, and such failure shall continue for ten (10) days after the occurrence of such failure; or

d.     Bankruptcy . Any bankruptcy, insolvency, reorganization, arrangement, readjustment, liquidation, dissolution, or similar proceeding, domestic or foreign, is instituted by or against the Issuer or any of its subsidiaries, or the Issuer or any of its subsidiaries shall take any step toward, or to authorize, such a proceeding; or

e.      Insolvency . The Issuer shall make a general assignment for the benefit of its creditors, shall enter into any composition or similar agreement, or shall suspend the transaction of all or a substantial portion of its usual business.

6.      Holder’s Election upon Default . Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), this Note (and all interest through such date) shall be immediately due and payable. It is agreed that in the event of such action, such Holder shall be entitled to receive all reasonable fees, costs and expenses incurred, including without limitation such reasonable fees and expenses of attorneys. The parties acknowledge that a change in control of the Issuer shall not be deemed to be an Event of Default as set forth herein.

7.      Invalid or Unenforceable Provisions . In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed by an officer thereunto duly authorized.

Original Holder: Scion Solutions, LLC

Issuance Date: December 17, 2018

Original Principal Amount: $1,250,000

Exhibit 10.4

CLOSING AGREEMENT AND JOINT ESCROW INSTRUCTIONS

This Closing Agreement and Joint Escrow Instructions (“ Agreement ”) is dated December 17, 2018, and is between Clyra Medical Technologies, Inc. (formerly named Clyra Acquisition Corp.), a California corporation, whose principal office is located at 14921 Chestnut St., Westminster, CA 92683 (“ Clyra ”), and Scion Solutions, LLC, an Indiana limited liability company whose principal office is located at 15 EMS T30A Lane, Leesburg, Indiana 46538 (“Scion”).

RECITALS

A.     The parties entered into that certain Stock Purchase Agreement and Plan of Reorganization dated September 26, 2018 (the “ Stock Purchase Agreement ”) pursuant to which Clyra acquired Scion’s assets in exchange for consideration comprised of an aggregate 31,000 shares of Clyra common stock and a promissory note in the principal amount of $1,250,000;

B.     The parties entered into that certain Escrow Agreement dated September 26, 2018 (“ Escrow Agreement ”) through which the parties instructed an escrow agent (“ Escrow Agent ”) to hold the Clyra common stock until it is notified that the conditions established in the Purchase Agreement for release of the shares to Scion have been satisfied.

C.     The Purchase Agreement provides that the Clyra common stock would be released in stages as follows: (i) one-half of the shares to be released upon raising $1,000,000 in “base capital”, and (ii) one-fifth of the remaining shares upon each of (a) notification of FDA premarket clearance of certain orthopedics products, or Clyra’s recognition of $100,000 gross revenue; (b) Clyra’s recognition of $100,000 in aggregate gross revenue; (c) the granting of all or any part of the patent application for the Skin Disc product, or Clyra’s recognition of $500,000 in gross revenue; (d) Clyra’s recognition of $1,000,000 in gross revenue; and (e) Clyra’s recognition of $2,000,000 in gross revenue.

D.     On October 8, 2018, Clyra commenced a $1,500,000 private offering of its 10% of its common shares at a price of $200 per share (the “ Offering ”), the proceeds of which were required to be escrowed until $1,000,000 was invested.

E.     As of the date hereof, more than $1,000,000 has been invested in the Clyra Offering, and as such, the Offering proceeds may be released from escrow, and the conditions for the release of one-half of the consideration to Scion in the Escrow Agreement has been met.

F.     In light of foregoing, the Parties desire to enter into this Agreement to confirm the closing of the Scion transaction, the release of certain proceeds from escrow, and other related items.

NOW, THEREFORE, in consideration of the premises above recited, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto agree as follows:

1.      Closing . The parties agree that the $1,000,000 Base Capital has been raised and that the Base Capital Deadline has been met. The parties agree that the provisions of the offering now allow for distribution of the proceeds of the offering, and that future investments are no longer required to be escrowed.

2.      Escrow Instructions . The parties hereby jointly instruct the Escrow Agent to release the following to Scion: (i) a share certificate representing 10,500 Clyra common shares; and (ii) a share certificate representing 5,000 Clyra common shares eligible for redemption into BioLargo, Inc. common stock at a rate of 714.2858 BioLargo common shares per one Clyra share (subject to adjustment set forth in Section 5 below).

3.      Promissory Note . Clyra shall execute a promissory note in the principal amount of $1,250,000, dated the date hereof, in substantially the form as attached as Exhibit D to the Purchase Agreement. Clyra shall pay to Scion within 2 business days of the date hereof 25% of all funds received from third parties as required by the note.

4.      Clyra Board of Directors . The Purchase Agreement provides that upon the closing of the transaction, Clyra’s board shall increase from three positions to five positions, and that Scion may appoint two members to the board. Scion hereby elects to appoint Spencer Brown and Tanya Rhodes as its two members.

5.      Adjustment of BioLargo Common Shares . Clyra holds 7,142,858 shares of BioLargo common stock available for redemption by Scion pursuant to the terms of the Purchase Agreement. If BioLargo shall at any time or from time to time after the date hereof effect a subdivision of its common stock, the number of BioLargo common shares available for redemption 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 number of BioLargo common shares available for redemption 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.

6.      Counterparts . This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Executed copies of this Agreement transmitted by facsimile or e-mail shall be valid and binding.

7.      Further Action . The parties shall execute and deliver all documents, provide all information, and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

8.      Authorization . Each respective person executing this Agreement represents and warrants that said person is duly authorized to execute this Agreement on behalf of the party for whom such person purports to execute this Agreement.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

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