UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   February 25, 2016

VIASPACE Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Nevada 333-110680 76-0742386
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
382 N. Lemon Ave., Ste. 364, Walnut, California   91789
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   626-768-3360

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement Dated February 26, 2016

On February 26, 2016, Dr. Kevin Schewe, Director of the Registrant, made a $15,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on January 25, 2016. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $300,000 as required by the Registrant for a one-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 8% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $15,000 loan made on February 26, 2016 would convert into 25,000,000 shares of Registrant common stock at a common stock price of $0.0006 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $30,000 since the execution of the Loan Agreement.

The Note for the loan on February 26, 2016 is attached hereto as Exhibit 10.1.


Notice of Conversion of February 26, 2016 Loan

On February 26, 2016, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on February 26, 2016, converted $15,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $15,000 loan to the Registrant on February 26, 2016. The $15,000 loan owed to him converted into 25,000,000 shares of Registrant common stock at a conversion price of $0.0006 per common share.


Kukkonen Subscription Agreement

On February 26, 2016, the Registrant entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant, in which Dr. Kukkonen agreed to purchase 5,000,000 shares of common stock at a purchase price of $0.0006 per share for $3,000. The purchase price per share was equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

The Subscription Agreement is attached hereto as Exhibit 10.2.


Almaden Energy Group, LLC Subscription Agreement

On February 25, 2016, the Registrant entered into a Subscription Agreement with Almaden Energy Group, LLC. ("AEG"), a related party whose CEO is Haris Basit, CEO of the Registrant, in which Alamaden Energy Group, LLC agreed to purchase 12,500,000 shares of common stock at a purchase price of $0.0016 per share for $20,000. The purchase price per share was equal to 50% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

Additionally, AEG and the Registrant signed an Addendum which amended the April 13, 2015 Grass Supply Contract (the "Contract) for Giant King Grass. $30,000 was still owed to the Registrant for the Contract by AEG. AEG agreed to pay $20,000 of the $30,000 owed to the Registrant, but in return would received Registrant common shares with a market value of $40,000 (i.e. 50% discount to current market price). $10,000 remains to be paid to Registrant by AEG at a later date.

The Subscription Agreement is attached hereto as Exhibit 10.3.





Item 3.02 Unregistered Sales of Equity Securities.

On February 26, 2016, the Registrant issued 25,000,000 shares of Registrant common stock to Dr. Kevin Schewe, Director of the Registrant, related to a loan on February 26, 2016. The shares were issued related to the conversion by Schewe of two convertible notes as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

On February 26, 2016, the Registrant issued 5,000,000 shares of Registrant common stock to Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant. The shares were issued related to the Subscription Agreement discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.

On February 25, 2016, the Registrant issued 12,500,000 shares of Registrant common stock to Almaden Energy Group, LLC. The shares were issued related to the Subscription Agreement discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was no general solicitation or general advertising involved in the offer or sale.





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2016, pursuant to an Employment Agreement entered into on July 10, 2015, between the Registrant and Mr. Haris Basit, CEO, the Registrant issued 18,750,000 non-qualified stock options out of its existing stock plan to Mr. Basit. The stock options will vest immediately and were issued at $0.0017 per share which represents fair market value on the date of grant.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

10.1 Senior Secured Convertible Promissory Note dated February 26, 2016.
10.2 Subscription Agreement between Registrant and Carl Kukkonen dated February 26, 2016.
10.2 Subscription Agreement between Registrant and Almaden Energy Group, LLC dated February 25, 2016.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    VIASPACE Inc.
          
March 1, 2016   By:   Stephen J. Muzi
       
        Name: Stephen J. Muzi
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Senior Secured Convertible Promissory Note dated February 26, 2016
10.2
  Subscription Agreement between Registrant and Carl Kukkonen dated February 26, 2016
10.3
  Subscription Agreement between Registrant and Almaden Energy Group, LLC dated February 25, 2016


Ex. 10.1

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT.

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.

VIASPACE INC.

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

$15,000.00 February 26, 2016

FOR VALUE RECEIVED, VIASPACE INC., a Nevada corporation (“Company”), promises to pay to Kevin Schewe (“Holder”), or its registered assigns, in lawful money of the United States of America the principal sum of FIFTEEN THOUSAND Dollars ($15,000.00), or such other amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to eight percent (8.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless converted into Common Stock of Company as set forth in Section 3 and/or Section 8 below, all unpaid principal, together with any then unpaid and accrued interest, shall be due and payable on the earlier of (i) February 26, 2017 (the “Maturity Date”), (ii) upon prepayment of all amounts due and payable under this Note in accordance with the terms hereof, or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof. Immediately prior to the issuance of this Note by Company, Holder acknowledges that it has delivered to Company the sum of FIFTEEN THOUSAND Dollars ($15,000.00) reflecting the principal amount under this Note.

This Note is one of a series of notes (the “Notes”) having like tenor and effect (except for variations necessary to express the name of the holder, the principal amount of each of the Notes and the date on which each Note is funded) in an aggregate principal amount of up to $300,000 issued or to be issued by Company on or about the period from January 2016 to January 2017 (or such other period as agreed upon by the Company and the Holder) pursuant to the terms of a Loan Agreement, dated as of January 25, 2016, by and between Company and the Holder (or his designees) of the Notes (the “Loan Agreement”). The Notes shall rank equally without preference or priority of any kind over one another, and all payments on account of principal and interest with respect to any of the Notes shall be applied ratably and proportionately on the outstanding Notes on the basis of the principal amount of the outstanding indebtedness represented thereby.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Company by issuance of this Note, and Holder by the acceptance of this Note, agree:

1. Definitions. As used in this Note, the following capitalized terms have the following meanings:

(a) “Common Stock” shall mean the Company’s Common Stock, par value $0.0001.

(b) “Collateral” has the meaning given in Section 4 hereof.

(c) “Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of Company under this Note.

(d) “Conversion Notice” has the meaning given in Section 8(e) hereof.

(e) “Conversion Period” shall mean the period from the date of the Note and ending on the Maturity Date.

(f) “Conversion Price” has the meaning given in Section 8(b) hereof

(g) “Event of Default” has the meaning given in Section 6 hereof.

(h) “Holder” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. “Holders” shall mean the Persons collectively specified in the introductory paragraph of this Note and the other Notes or any Persons who shall at the time be the registered holders of this Note and the other Notes.

(i) “Majority Holders” shall mean Holders holding a majority of the aggregate principal amount of the Notes then outstanding.

(j) “Note” shall mean this Senior Secured Convertible Promissory Note.

(k) “Obligations” shall mean and include all loans, advances, debts, liabilities and obligations owed by Company to Holder of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by Company hereunder.

(l) “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

(m) “Prepayment Amount” has the meaning given in Section 3 hereof

(n) “Prepayment Notice” has the meaning given in Section 3 hereof.

(o) “Sale Transaction” shall mean a transaction or series of related transactions involving (i) the consolidation or merger of Company with another Person, (ii) a sale of all or substantially all of the assets of Company, (iii) a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of capital stock of Company, (iv) the consummation of a stock purchase agreement or other business combination with another Person whereby such other Person acquires more than the 50% of the outstanding capital stock of Company.

(p) “Securities Act” has the meaning given in Section 5(b) hereof.

(q) “Loan Agreement” has the meaning in the second introductory paragraph of this Note.

(r) “Successor Entity” has the meaning given in Section 10 hereof.

Capitalized term not otherwise defined shall have the meaning set forth in the Loan Agreement.

2. Interest. Unless converted into Common Stock of Company as set forth in Section 8 below, or unless prepaid or converted as set forth in Section 3 below, accrued interest on this Note shall be payable on the Maturity Date.

3. Prepayment. During the Conversion Period, Company may, at any time and from time to time, prepay all or any portion of the principal due under this Note, together with accrued interest, without penalty. Company shall effect such prepayment by providing Holder twenty (20) days written notice prior to the date of such prepayment (such notice, a “Prepayment Notice”) indicating the amount of principal and accrued interest Company desires to prepay (the “Prepayment Amount”). Notwithstanding the foregoing, Holder shall have 10 days following receipt of such Prepayment Notice to notify Company in writing of its election to convert the Prepayment Amount into shares of Common Stock, in which case such Prepayment Amount shall be converted into shares of Common Stock in accordance with the conversion procedures set forth in Section 8(e) hereof (provided that, with respect to conversions effected pursuant to this Section 3, any references to the Conversion Amount in Section 8(e) shall refer to the Prepayment Amount). Should Holder elect to convert the Prepayment Amount into shares of Common Stock, the number of shares of Common Stock into which such Prepayment Amount will be converted shall be determined by dividing the Prepayment Amount by the then applicable Conversion Price.

4. Security Interest. As security for the payment and performance of the Obligations under this Note and the other Notes, Company hereby grants to the holder of this Note and of the other Notes a first lien security interest in all of Company’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, intellectual property (including all patents and patent applications, all copyrights and applications for copyright, all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, and all trade secrets), instruments, inventory, investment property, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and all of the foregoing (collectively, the “Collateral”). Notwithstanding the foregoing, the security interest granted herein shall not extend to any property, rights or licenses to the extent the granting of a security interest therein would be contrary to applicable law.

5. Representations and Warranties of Holder. Holder represents and warrants to Company as follows:

(a) Binding Obligation. Holder has full legal capacity, power and authority to execute and deliver this Note and to perform his obligations hereunder. This Note is a valid and binding obligation of Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) Securities Law Compliance. Holder has been advised that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Holder is aware that Company is under no obligation to effect any such registration with respect to this Note, or the Common Stock issuable or issued pursuant to the conversion of this Note, or to file for or comply with any exemption from registration. Holder has not been formed solely for the purpose of making this investment and is purchasing this Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Holder has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.

(c) Accredited Investor. Holder is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D of the Securities Act, as presently in effect.

(d) Restricted Securities. Holder understands that this Note is a “restricted security” under the federal securities laws inasmuch as it is being acquired from Company in a transaction not involving a public offering and that under such laws and applicable regulations such Note may be resold without registration under the Securities Act only in certain limited circumstances. In the absence of an effective registration statement covering the Note or an available exemption from registration under the Securities Act, the Note must be held indefinitely. Holder represents that it is familiar with SEC Rule 144, and understands the resale limitations imposed thereby and by the Securities Act.

(e) Access to Information. Holder acknowledges that Company has given Holder access to the corporate records and accounts of Company and to all information in its possession relating to Company, has made its officers and representatives available for interview by Holder, and has furnished Holder with all documents and other information required for Holder to make an informed decision with respect to the purchase of this Note.

6. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) Failure to Pay. Company shall fail to pay (i) when due any principal or interest payment on the due date hereunder or (ii) any other payment required under the terms of this Note on the date due, and (in either case) such payment shall not have been made within twenty (20) days of Company’s receipt of Holder’s written notice to Company of such failure to pay;

(b) Failure to Perform. Company fails to perform any obligation under this Note and does not cure that failure within twenty (20) days of Company’s receipt of Holder’s written notice to Company of such failure to perform; or

(c) Voluntary Bankruptcy or Insolvency Proceedings. Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(d) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

7. Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6(c) and 6(d)) and at any time thereafter during the continuance of such Event of Default, the Majority Holders may, by written notice to Company, declare all outstanding Obligations payable by Company under the Notes to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 6(c) and 6(d), immediately and without notice, all outstanding Obligations payable by Company under the Notes shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy permitted to him by law, either by suit in equity or by action at law, or both.

8. Conversion.

(a) Conversion. Holder shall have the right to convert, at any time during the Conversion Period, all or any portion of the principal amount, together with any unpaid and accrued interest, then outstanding under this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to the Conversion Price (as defined below). The number of shares of Common Stock into which such principal and interest then outstanding under this Note will be converted shall be determined by dividing the amount of principal, together with all unpaid and accrued interest, then outstanding under this Note to be converted (the “Conversion Amount”) by the Conversion Price.

(b) Conversion Price. Subject to Section 8(c), the “Conversion Price” shall be equal to twenty per cent (20%) of the Average Closing Price as reported by the principal trading exchange on which the Company’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

(c) Adjustments to Conversion Price. The Conversion Price shall be subject to proportional adjustments for stock splits, stock dividends, combinations, consolidations, reclassifications and the like.

(d) Conversion Procedure. Before Holder shall be entitled to convert the Conversion Amount then outstanding under this Note into shares of Common Stock, Holder shall surrender this Note at the office of this Company, and shall give written notice (a form of which is attached to this Note, the “Conversion Notice”) to Company at its principal corporate office, of the election to convert the same and shall state therein the total Conversion Amount. Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless (i) Holder executes and delivers to Company the Conversion Notice for the converted shares and (ii) this Note is delivered to Company. Company shall, as soon as practicable after such delivery, issue and deliver certificates (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to Company and required by this Note and the Loan Agreement), representing the number of fully paid and non-assessable shares of the Common Stock into which the Conversion Amount will be converted in accordance with the provisions herein, and a new promissory note having like tenor as this Note for the principal amount and interest then outstanding under this Note that are not being so converted. Any conversion pursuant to this Section 8 shall be deemed to have been made immediately prior to the close of business on the date of Company’s receipt of the Conversion Notice, so that the rights of Holder under this Note to the extent of the Conversion Amount shall cease at such time and Holder shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

(e) Fractional Shares; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In lieu of Company issuing any fractional shares to Holder upon the conversion of this Note, Company shall pay to Holder an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of the amounts specified in this Section 9(f), Company shall be forever released from all its obligations and liabilities under this Note.

(f) Reservation of Stock Issuable Upon Conversion. Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of this Note such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note.

9. Reserved

10. Effect of Sale Transaction. Upon the occurrence of any Sale Transaction, the Successor Entity (as defined below) shall succeed to, and be substituted for the Company (so that from and after the date of such Sale Transaction, the provisions of this Note referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Sale Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the consummation of the Sale Transaction, in lieu of the shares of the Common Stock purchasable upon the conversion of the Notes prior to such Sale Transaction, such shares of common stock (or other securities, cash, assets or other property) of the Successor Entity. The provisions of this Section shall apply similarly and equally to successive Sale Transactions and shall be applied without regard to any limitations on the conversion of this Note. As used in this Section 10, “Successor Entity” means the Person, which may be the Company, formed by, resulting from or surviving any Sale Transaction, or the parent entity of such Person, as applicable.

11. Successors and Assigns. Subject to the restrictions on transfer described in Sections 12 and 13 below, the rights and obligations of Company and Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

12. Waiver and Amendment. Any term of this Note may be amended or waived only with the written consent of Company and the Majority Holders; provided, however, that any such amendment or modification which by its terms would not apply equally to all holders of the Notes shall not be applicable to any holder whose rights under the Notes would be adversely affected by such amendment or modification in a different manner than other holders thereof without such adversely affected holder’s written consent.

13. Transfer of this Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Holder will give written notice to Company prior thereto, describing briefly the manner thereof, together with a written opinion of Holder’s counsel, or other evidence if reasonably satisfactory to Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to Company. If a determination has been made pursuant to this Section 12 that the opinion of counsel for Holder, or other evidence, is not reasonably satisfactory to Company, Company shall so notify Holder promptly after such determination has been made. Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Company such legend is not required in order to ensure compliance with the Securities Act. Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of Company. Prior to presentation of this Note for registration of transfer, Company shall treat the registered Holder hereof as the owner and Holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Company shall not be affected by notice to the contrary.

14. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be to the respective addresses or facsimile numbers of the parties as set forth in the Loan Agreement, or at such other address or facsimile number as such parties shall have furnished in writing.

15. Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

16. Waivers. Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

17. Governing Law and Forum. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to the conflicts of law provisions of the State of Colorado, or of any other state. All disputes or controversies relating to or arising from this Note shall be adjudicated in the state and federal courts located in the state of Colorado. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The Convention on Contracts for the International Sale of Goods shall not apply to this Note.

[Remainder of Page Intentionally Left Blank]

1

IN WITNESS WHEREOF, Company has caused this Note to be issued as of the date first written above and Holder agrees to the terms and conditions of this Note.

VIASPACE INC.

By:/S/ HARIS BASIT
Name: Haris Basit
Its:CEO

KEVIN SCHEWE

/S/ KEVIN SCHEWE

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $15,000.00 of the principal and $0 of the interest due on the Note issued by VIASPACE Inc. on February 26, 2016 into Shares of Common Stock of VIASPACE Inc. (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:       February 26, 2016      

Conversion Price:      $0.0006      

Shares To Be Delivered:      25,000,000      

Signature:      /S/ KEVIN L. SCHEWE—

Print Name:       Kevin L. Schewe—

Address:      400 Indiana St., Suite 220, Golden, CO 80401      

2

Ex. 10.2

VIASPACE INC.
SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), made as of this 26th day of February 2016, by and between VIASPACE Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

1) Subscription; Purchase Price.

a) Subject to the terms and conditions herein, the Subscriber, intending to be legally bound, hereby, irrevocably agrees to purchase from the Company 5,000,000 shares of common stock (“Shares”) at the “Purchase Price Per Share”. The “Purchase Price per Share shall be equal to 20% of the Average Trading Price (defined as the daily closing price) as reported by the principal trading exchange on which the Company’s Common Stock is traded for the twenty (20) trading days preceding the date of this agreement which the parties agree is $0.0006. The aggregate purchase price of the Shares shall be $3,000.00 (the “Purchase Price”).

b) The Subscriber hereby acknowledges and agrees that: (i) subject to Section 3 below, this Agreement shall not be deemed to have been accepted by the Company until the Company indicates its acceptance by returning to Subscriber a copy of this Agreement executed by an authorized representative of the Company; and (ii) acceptance by the Company of this Agreement is conditioned upon the information and representations and warranties of Subscriber contained herein being complete, true and correct as of the date hereof.

2) Payment of Purchase Price.

a) Simultaneously with Subscriber’s receipt of a copy of this Agreement accepted and executed by an authorized representative of the Company, the Purchase Price shall be due and payable by the Subscriber. Such payment shall be made to the Company’s operating account. These funds may be used by the Company from time to time as the Officers of the Company deems appropriate, in the sole discretion of the Officers of the Company and without notice to the Subscriber.

3) Deliveries. The Subscriber shall deliver or cause to be delivered to the Company the following:

a) this Agreement duly executed by Subscriber;

b) a complete, accurate and executed confidential Accredited Investor Questionnaire, attached hereto as Exhibit A; and

c) the Subscriber’s aggregate Purchase Price, payable by personal or business cashier’s check, wire transfer of immediately available funds or money order made payable to “VIASPACE Inc.”. If paying the Purchase Price by wire transfer, Subscriber should deliver said wire transfer to:

     
Bank Name:
Bank Address:
ABA:
SWIFT-BIC (International):
Account Number:
Account Name:
Required Information:
  Bank of America, N.A.
100 West 33rd Street, New York, NY 10001
026009593
BOFAUS3N
6550113516
Merrill Lynch
Further Credit to VIASPACE Inc. Account 7BR-01G34

4) Closing Conditions. The obligations of the Company hereunder in connection with the acceptance of this subscription are subject to the following conditions being met:

a) the accuracy in all material respects when made and on the date hereof of the representations and warranties of the Subscriber contained herein and in the Accredited Investor Questionnaire attached hereto as Exhibit A;

b) all obligations, covenants and agreements of the Subscriber required to be performed at or prior to the date hereof shall have been performed;

c) the delivery by the Subscriber of the items set forth in Section 3 above.

5) Reserved.

6) Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company as follows:

a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Subscriber, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

b) The Subscriber acknowledges and understands that the offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Act”) and is intended to be exempt from registration under the Act by virtue of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2) of the Act. In accordance therewith and in furtherance thereof, the Subscriber represents and warrants and agrees as follows:

i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not with the intent toward the further sale or distribution thereof.

ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”), or unless an exemption from the registration requirements under the Act is available.

iii) The Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants that the Subscriber understands such definition. Prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof.

iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment.

v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby.

vi) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto.

vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares.

viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber.

ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement.

x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares.

xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof.

xii) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT.

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.”

c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement.

d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms.

e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber.

f) The Subscriber understands, acknowledges and agrees that:

i) The Shares has not been recommended by any federal or state securities commission or regulatory authority.

ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares.

iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws.

g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offering; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.

7) Miscellaneous.

a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to principles of conflicts of law. The Parties agree that jurisdiction and venue in any action brought by any party pursuant to this Agreement shall properly lie in any federal or state court located in the City of Los Angeles, State of California. By execution and delivery of this Agreement each party irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action.

b) In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute, rule of law or regulation, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, rule of law or regulation. Any provision hereof which may prove invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.

c) Each party shall indemnify each other party against any loss, expense or damages (including reasonable attorney’s fees but excluding consequential damages) incurred as a result of such parties’ breach of any representation, warranty, covenant or agreement in this Agreement.

d) This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one instrument.

e) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing executed by the Company and the Subscriber.

f) Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by: (i) electronic mail to the Company’s email address as prescribed by the officer(s) (i) registered or certified mail, return receipt requested; or (iii) a nationally recognized overnight carrier, in each case addressed to VIASPACE Inc., 382 N. Lemon Ave., Suite 364. Walnut, CA 91789 Attention: Chief Executive Officer, and to the Subscriber at the address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of transmission or mailing, except notices of change of address, which shall be deemed to have been given when received.

g) The signatures on this Agreement are contained in the applicable Signature Page attached hereto.

INDIVIDUAL SIGNATURE PAGE

(To be completed if Subscriber is a natural person)

IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned’s signature on this Individual Signature Page evidences the undersigned’s agreement to be bound by the foregoing Agreement as a Subscriber.

If the undersigned is purchasing the Shares with his or her spouse, both the undersigned and his or her spouse must sign this Individual Signature Page.

The undersigned represents that (a) he/she has read and understands this Agreement and (b) he/she shall immediately notify the Company in writing if any material change in any of the information contained in this Agreement occurs before the acceptance of his/her subscription.

     
$0.0006   February 26, 2016
Purchase Price   Date
5,000,000   /S/ CARL KUKKONEN________
Shares   Signature
    ____Carl Kukkonen___________
    Name (Please Type or Print)
__   _____ _____________
Address   United States Social Security Number
________   ____________________________
Address (continued)   Signature of Spouse if Co-Owner
__________________   ____________________________
(Telephone Number) (Fax Number)   Name of Spouse if Co-Owner
    (Please Type or Print)
     
       

(Email) United States Social Security Number of Spouse if Co-Owner

Check one if more than one subscriber:

[ ] tenants in common (both parties sign — each owns one-half);
[ ] joint tenants with rights of survivorship (both parties sign — survivor upon death gets all — except if married, see below);
[ ] tenants by the entireties (both parties sign — survivor between husband and wife gets all)
[ ] community property (both parties sign)

SIGNATURE PAGE FOR ENTITIES

(To be completed if Subscriber is other than a natural person)

IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned’s signature on this Entity Signature Page evidences the undersigned’s agreement to be bound by the foregoing Agreement.

The undersigned represents that (a) it has read and understands this Agreement, and (b) it shall immediately notify the Company in writing if any material change in any of the information contained in this Agreement occurs before the acceptance of his/her subscription.

The undersigned warrants that he/she has full power and authority to execute this Subscription Agreement on behalf of the above entity, and investment in the Company is not prohibited by the governing documents of the entity or by any law applicable to such entity.

      

      Date

      

Entity Name

Form of Organization: By:       

Signature

       Partnership,        Corporation,        LLC
       Trust        Other: Its:       

      

Print Name

            
Address Federal Tax ID No. (FEIN)

            
Address (continued) Telephone Number            Fax Number

      

Email

ACCEPTANCE OF SUBSCRIPTION

(to be filled out only by the Company)

The Company hereby accepts the above application for subscription for Shares on behalf of the Company.

Dated: February 26, 2016

VIASPACE INC.

By:      /S/ HARIS BASIT—
Name: Haris Basit
Title: Chief Executive Officer

Exhibit A

CONFIDENTIAL

ACCREDITED INVESTOR QUESTIONNAIRE

Exhibit B

Definition of Accredited Investor Under Regulation D

Accredited investor shall mean any person who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the Shares to that person:

(1) Any bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in access of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self directed plan with the investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Delaware or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such person’s purchase exceeds $1,000,000, excluding the value and equity in that person’s primary residence;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.



VIASPACE INC.
SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), made as of this 25th day of February 2016, by and between VIASPACE Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

1) Subscription; Purchase Price.

a) Subject to the terms and conditions herein, the Subscriber, intending to be legally bound, hereby, irrevocably agrees to purchase from the Company 12,500,000 shares of common stock (“Shares”) at the “Purchase Price Per Share”. The “Purchase Price per Share shall be equal to 20% of the Average Trading Price (defined as the daily closing price) as reported by the principal trading exchange on which the Company’s Common Stock is traded for the twenty (20) trading days preceding the date of this agreement which the parties agree is $0.0016. The aggregate purchase price of the Shares shall be $20,000.00 (the “Purchase Price”).

b) The Subscriber hereby acknowledges and agrees that: (i) subject to Section 3 below, this Agreement shall not be deemed to have been accepted by the Company until the Company indicates its acceptance by returning to Subscriber a copy of this Agreement executed by an authorized representative of the Company; and (ii) acceptance by the Company of this Agreement is conditioned upon the information and representations and warranties of Subscriber contained herein being complete, true and correct as of the date hereof.

2) Payment of Purchase Price.

a) Simultaneously with Subscriber’s receipt of a copy of this Agreement accepted and executed by an authorized representative of the Company, the Purchase Price shall be due and payable by the Subscriber. Such payment shall be made to the Company’s operating account. These funds may be used by the Company from time to time as the Officers of the Company deems appropriate, in the sole discretion of the Officers of the Company and without notice to the Subscriber.

3) Deliveries. The Subscriber shall deliver or cause to be delivered to the Company the following:

a) this Agreement duly executed by Subscriber;

b) a complete, accurate and executed confidential Accredited Investor Questionnaire, attached hereto as Exhibit A; and

c) the Subscriber’s aggregate Purchase Price, payable by personal or business cashier’s check, wire transfer of immediately available funds or money order made payable to “VIASPACE Inc.”. If paying the Purchase Price by wire transfer, Subscriber should deliver said wire transfer to:

     
Bank Name:
Bank Address:
ABA:
SWIFT-BIC (International):
Account Number:
Account Name:
Required Information:
  Bank of America, N.A.
100 West 33rd Street, New York, NY 10001
026009593
BOFAUS3N
6550113516
Merrill Lynch
Further Credit to VIASPACE Inc. Account 7BR-01G34

4) Closing Conditions. The obligations of the Company hereunder in connection with the acceptance of this subscription are subject to the following conditions being met:

a) the accuracy in all material respects when made and on the date hereof of the representations and warranties of the Subscriber contained herein and in the Accredited Investor Questionnaire attached hereto as Exhibit A;

b) all obligations, covenants and agreements of the Subscriber required to be performed at or prior to the date hereof shall have been performed;

c) the delivery by the Subscriber of the items set forth in Section 3 above.

5) Reserved.

6) Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company as follows:

a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Subscriber, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

b) The Subscriber acknowledges and understands that the offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Act”) and is intended to be exempt from registration under the Act by virtue of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2) of the Act. In accordance therewith and in furtherance thereof, the Subscriber represents and warrants and agrees as follows:

i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not with the intent toward the further sale or distribution thereof.

ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”), or unless an exemption from the registration requirements under the Act is available.

iii) The Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants that the Subscriber understands such definition. Prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof.

iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment.

v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby.

vi) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto.

vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares.

viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber.

ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement.

x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares.

xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof.

xii) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT.

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.”

c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement.

d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms.

e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber.

f) The Subscriber understands, acknowledges and agrees that:

i) The Shares has not been recommended by any federal or state securities commission or regulatory authority.

ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares.

iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws.

g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offering; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.

7) Miscellaneous.

a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to principles of conflicts of law. The Parties agree that jurisdiction and venue in any action brought by any party pursuant to this Agreement shall properly lie in any federal or state court located in the City of Los Angeles, State of California. By execution and delivery of this Agreement each party irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action.

b) In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute, rule of law or regulation, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, rule of law or regulation. Any provision hereof which may prove invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.

c) Each party shall indemnify each other party against any loss, expense or damages (including reasonable attorney’s fees but excluding consequential damages) incurred as a result of such parties’ breach of any representation, warranty, covenant or agreement in this Agreement.

d) This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one instrument.

e) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing executed by the Company and the Subscriber.

f) Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by: (i) electronic mail to the Company’s email address as prescribed by the officer(s) (i) registered or certified mail, return receipt requested; or (iii) a nationally recognized overnight carrier, in each case addressed to VIASPACE Inc., 382 N. Lemon Ave., Suite 364. Walnut, CA 91789 Attention: Chief Executive Officer, and to the Subscriber at the address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of transmission or mailing, except notices of change of address, which shall be deemed to have been given when received.

g) The signatures on this Agreement are contained in the applicable Signature Page attached hereto.

INDIVIDUAL SIGNATURE PAGE

(To be completed if Subscriber is a natural person)

IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned’s signature on this Individual Signature Page evidences the undersigned’s agreement to be bound by the foregoing Agreement as a Subscriber.

If the undersigned is purchasing the Shares with his or her spouse, both the undersigned and his or her spouse must sign this Individual Signature Page.

The undersigned represents that (a) he/she has read and understands this Agreement and (b) he/she shall immediately notify the Company in writing if any material change in any of the information contained in this Agreement occurs before the acceptance of his/her subscription.

     
$    
Purchase Price   Date
    ________________________
Shares   Signature
    ____ ___________
    Name (Please Type or Print)
__   ____ _____________
Address   United States Social Security Number
___ _______   _____________________________
Address (continued)   Signature of Spouse if Co-Owner
___ ________________   ____________________________
(Telephone Number) (Fax Number)   Name of Spouse if Co-Owner
    (Please Type or Print)
     
       
 
 

(Email) United States Social Security Number of Spouse if Co-Owner

Check one if more than one subscriber:

[ ] tenants in common (both parties sign — each owns one-half);
[ ] joint tenants with rights of survivorship (both parties sign — survivor upon death gets all — except if married, see below);
[ ] tenants by the entireties (both parties sign — survivor between husband and wife gets all)
[ ] community property (both parties sign)

SIGNATURE PAGE FOR ENTITIES

(To be completed if Subscriber is other than a natural person)

IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned’s signature on this Entity Signature Page evidences the undersigned’s agreement to be bound by the foregoing Agreement.

The undersigned represents that (a) it has read and understands this Agreement, and (b) it shall immediately notify the Company in writing if any material change in any of the information contained in this Agreement occurs before the acceptance of his/her subscription.

The undersigned warrants that he/she has full power and authority to execute this Subscription Agreement on behalf of the above entity, and investment in the Company is not prohibited by the governing documents of the entity or by any law applicable to such entity.

February 25, 2016

      Date

Almaden Energy Group, LLC—

Entity Name

     
Form of Organization:
     Partnership,        Corporation,        X— LLC
       Trust        Other:
  By:       /S/ HARIS BASIT—
Signature

Its: Haris Basit, CEO

      

Print Name

       Address Federal Tax ID No. (FEIN)

            
Address (continued) Telephone Number            Fax Number

      

Email

ACCEPTANCE OF SUBSCRIPTION

(to be filled out only by the Company)

The Company hereby accepts the above application for subscription for Shares on behalf of the Company.

Dated: February 25, 2016

VIASPACE INC.

By:/S/ KEVIN SCHEWE—
Name: Kevin Schewe
Title: Chairman

Exhibit A

CONFIDENTIAL

ACCREDITED INVESTOR QUESTIONNAIRE

Exhibit B

Definition of Accredited Investor Under Regulation D

Accredited investor shall mean any person who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the Shares to that person:

(1) Any bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in access of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self directed plan with the investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Delaware or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such person’s purchase exceeds $1,000,000, excluding the value and equity in that person’s primary residence;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

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