**Exhibit 10.1**

**SECURITIES PURCHASE AGREEMENT**

This SECURITIESPURCHASE AGREEMENT (this “Agreement”) is entered into as of the 19th day of October, 2009, by and between PETROALGAE INC., a Delaware corporation (“Seller,” or the “Company”), and UBS AG(“Purchaser”). 

**W I T N E S S E T H :**

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, 500,000 shares (the “Shares”)of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and a warrant to purchase 500,000 shares of Common Stock, in the form attached hereto as Exhibit A (the “Warrant”, and together withthe Shares, the “Securities”) upon the terms and subject to the conditions set forth herein. 

NOW, THEREFORE,in consideration of the foregoing and the respective representations, warranties, covenants, agreements, undertakings and obligations set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows: 

**ARTICLE 1**

**SALE AND PURCHASE OF THE SECURITIES**

Section 1.1 Sale and Purchase of the Securities. Upon theterms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, Seller hereby sells and issues to Purchaser, and Purchaserhereby purchases from Seller, the Securities, free and clear of any and all Liens (as defined in Section 7.11 hereof), for the consideration specified in this Article 1. 

Section 1.2 Purchase Price. The purchase price for the Securities (the “Purchase Price”) shall be eight dollars($8) per share. 

Section 1.3 Payment of Purchase Price. Purchaser agrees to pay to Seller the Purchase Price nolater than one (1) Business Day after the date hereof by wire transfer or delivery of other immediately available funds to an account of Seller designated in writing to Purchaser. For purposes of this Agreement, the term “BusinessDay” shall mean any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York. 

**ARTICLE 2**

**DELIVERY**

Section 2.1 No later than five (5) Business Days after the date of receipt of the PurchasePrice, Seller shall deliver, or cause to be delivered, to Purchaser a certificate or certificates evidencing all of the Shares and the duly executed Warrant. Such Shares and Warrant shall bear appropriate (in the Company’s reasonablediscretion) restrictive legends reflecting the terms and conditions hereof. 

**ARTICLE 3**

**REPRESENTATIONS AND WARRANTIES OF THE COMPANY**

Asused herein (i) any reference to any event, change or effect being “material” with respect to the Company means an event, change or effect which is material in relation to the condition (financial or otherwise), properties,business, operations, prospects, assets or results of operations of the Company, and (ii) the term “Material Adverse Effect” on the Company means a material adverse effect on (x) the condition (financial or otherwise),properties, business, operations, prospects, assets, nature of assets, liabilities, or results of operations of the Company and its subsidiaries taken individually and/or as whole, or (y) the ability of the Company to perform its obligationsunder this Agreement. 

The Company hereby represents and warrants to Purchaser as follows: 

Section 3.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standingunder the laws of its respective jurisdiction of incorporation with full corporate power and authority to conduct its business as it is now being conducted. The Company is duly qualified or licensed to do business as a foreign corporation and is ingood standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, exceptfor any failure to so license, qualify or be in such good standing, which, when taken together with all other such failures, has not had, does not have and could not reasonably be expected to have a Material Adverse Effect on the Company.

Section 3.2 Capitalization. 

(a) The authorized capital stock of the Company consists solely of 300,000,000 shares of Common Stock, and 25,000,000 sharesof Preferred Stock, of which 105,300,246 shares of Common Stock are issued and outstanding and of which no shares of Preferred Stock are issued and outstanding. Except for outstanding stock options to purchase 1,486,500 shares of Common Stock andthe Amended and Restated Convertible Note outstanding in favor of PetroTech Holdings, Corp., a Delaware corporation, with a principal balance of ten million dollars ($10,000,000), an interest rate of 12%, and a maturity date of June 30, 2012,and certain Warrants which the Company has issued to Valens Offshore SPV I, Ltd., a Cayman Islands corporation, and Valens U.S. SPV I, LLC, a Delaware limited liability company, in connection with previous private placements of the Company’ssecurities, there are no options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe forsuch convertible, exercisable or exchangeable securities issued or outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable and have beenissued in compliance with all foreign, federal and state securities laws. 

 

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(b) The Securities and the shares issuable upon exercise of the Warrant tobe issued and sold by the Company to the Purchaser hereunder and thereunder have been duly and validly authorized and, when issued and delivered against payment therefore as provided herein and therein, will be duly and validly issued and fully paidand non-assessable. 

Section 3.3 Corporate Authority. The Company has taken all corporate action necessary inorder to execute, deliver and perform fully, its obligations under this Agreement and to consummate the Securities Purchase contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of theSecurities Purchase contemplated hereby have been duly authorized and approved by the Board of Directors of the Company and no other corporate proceeding with respect to the Company is necessary to authorize this Agreement or the Securities Purchasecontemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 

Section 3.4 No Violations; No Consents. The execution and delivery by the Company of this Agreement does not, and theperformance and consummation by the Company of the Securities Purchase contemplated hereby will not, directly or indirectly (with or without the giving of notice or the lapse of time or both): 

(a) contravene, conflict with, or constitute or result in a breach or violation of, or a default under (i) any provisionof the Company’s Certificate of Incorporation or By-laws or (ii) any resolution adopted by the Board of Directors (or similar governing body) of the Company; 

(b) contravene, conflict with, or constitute or result in a breach or violation of any Law (as defined below), award,decision, injunction, judgment, decree, settlement, order, process, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, Governmental Entity orother tribunal of competent jurisdiction (“Order”) or give any Governmental Entity or any other Person the right to challenge the Securities Purchase contemplated hereby; or 

(c) require the consent or approval of any Governmental Entity or any third party which has not already been obtained.

For purposes of this Agreement, the term “Law” shall mean any federal, state, local, municipal, foreign,international, multinational, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, statute, treaty or process. 

Section 3.5 Actions. There are no civil, criminal, administrative, investigative or informal actions, audits, demands, suits,claims, arbitrations, hearings, litigations, disputes, investigations or other proceedings of any kind or nature (“Actions”) or Orders issued, pending or, to the knowledge of the Company, threatened, against the Company or any ofits assets, at law, in equity or otherwise, in, before, by, or otherwise involving, any Governmental Entity,

 

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arbitrator or other Person that individually or in the aggregate, (i) have had, do have or could reasonably be expected to have a Material Adverse Effect on the Company or (ii) questionor challenge the validity or legality of, or have the effect of prohibiting, preventing, restraining, restricting, delaying, making illegal or otherwise interfering with, this Agreement, the consummation of the Securities Purchase contemplatedhereby or any action taken or proposed to be taken by the Company pursuant hereto or in connection with the Securities Purchase contemplated hereby. To the knowledge of the Company, no event has occurred or circumstance exists that could reasonablybe expected to give rise to or serve as a basis for the commencement of any such Action or the issuance of any such Order. 

Section 3.6 SEC Reports. The Company has filed all reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (the foregoing materialsbeing collectively referred to herein as the “SEC Reports”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of theirrespective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”)promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light ofthe circumstances under which they were made, not misleading. There has been no material change in the financial condition or results of operations of the Company and its subsidiaries taken individually and/or as whole since the last auditedfinancial statements of the Company included in the SEC Reports. 

Section 3.7 No Material Adverse Effect. Therehas been no Material Adverse Effect on the Company since June 30, 2009. 

Section 3.8 Trading With the Enemy Act;Patriot Act. To the knowledge of the Company, no sale of the Company’s securities by the Company nor the Company’s use of the proceeds from such sale has violated the Trading with the Enemy Act, as amended, or any of the foreign assetscontrol regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, the Company (a) is not a person whose propertyor interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079(2001)) and (b) to the knowledge of the Company, does not engage in any dealings or transactions, or be otherwise associated, with any such person. The Company is in compliance with the USA Patriot Act of 2001 (signed into law October 26,2001). 

Section 3.9 Listing of Common Stock. The Common Stock is eligible to trade and be quoted on, and is quotedon, the over-the-counter Bulletin Board market maintained by the National Associate of Securities Dealers (the “OTCBB”), and the Company has received no notice or other communication indicating that such eligibility is subject tochallenge or review by any applicable regulatory agency, electronic market administrator, or exchange. The Company

 

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has not, and shall not take any action that would preclude, or otherwise jeopardize, the inclusion of the Common Stock for quotation on the OTCBB. The Company is, and has no reason to believethat it will not in the foreseeable future continue to be, in compliance with all listing requirements of the OTCBB. 

**ARTICLE 4**

**REPRESENTATIONS AND WARRANTIES OF PURCHASER**

Purchaser hereby represents and warrants to Seller as follows: 

Section 4.1 Organization and Good Standing. Purchaser is a corporation, limited liability company or limited partnership, as thecase may be, and duly incorporated or formed, validly existing and in good standing in the jurisdiction of its incorporation or formation, as applicable, or (b) a natural person competent to execute and deliver this Agreement. 

Section 4.2 Corporate Authority. Purchaser has the full legal right, requisite corporate, limited liability company or limitedpartnership power and authority, as the case may be, and has taken all corporate, limited liability company, or limited partnership action necessary in order to execute, deliver and perform fully, its obligations under this Agreement and toconsummate the Securities Purchase. The execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the Securities Purchase have been duly authorized and approved by the governing body of Purchaser and no othercorporate, limited liability company or limited partnership proceeding with respect to Purchaser is necessary to authorize this Agreement or the Securities Purchase contemplated hereby. This Agreement has been duly executed and delivered byPurchaser and constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. 

Section 4.3 No Violations. (a) The execution and delivery by Purchaser of this Agreement does not, and the performance and consummation by Purchaser of the Securities Purchase will not, with respect to Purchaser, directly orindirectly (with or without the giving of notice or the lapse of time or both): 

(i) contravene, conflict with,or constitute or result in a breach or violation of, or a default under (A) any provision of the Certificate of Incorporation or By-laws (or equivalent documents) of Purchaser or (B) any resolution adopted by the Board of Directors (orsimilar governing body) of Purchaser; or 

(ii) contravene, conflict with, or constitute or result in a breachor violation of, any material Law or Order to which Purchaser, or any of the assets owned or used by Purchaser, are subject. 

Section 4.4 Securities Act. Purchaser is acquiring the Securities, and will acquire the shares of Common Stock issuable upon exercise of the Warrant (“Warrant Shares”), for its own account and not with a view totheir distribution within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”) in any manner that would be in violation of the Securities Act. 

 

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Section 4.5 Investment Representation and Warranty. Purchaser understands thatthe Securities have not been, and the Securities and the Warrant Shares will not upon issuance be, registered under the Securities Act, and that the Warrant and the certificates evidencing the Shares and the Warrant Shares shall bear a legend tothat effect. 

Section 4.6 Purchaser Status. At the time Purchaser was offered the Securities, it was, and at thedate hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. 

Section 4.7Experience of Purchaser. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of theprospective investment in the Securities, and has so evaluated the merits and risks of such investment. Purchaser understands that it must be able to bear the economic risk of this investment in the Securities indefinitely, and is able to bear suchrisk and is able to afford a complete loss of such investment. 

Section 4.8 Reliance on Exemptions. Purchaserunderstands that the Securities have not been, and the Warrant Shares will not be, registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon specific exemptions from the registrationrequirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations and warranties of Purchaser set forth herein in order to determine the availability of such exemptions and theeligibility of such Purchaser to acquire the Securities and the Warrant Shares, and that the Securities and Warrant Shares may not be offered, sold, pledged or transferred unless such offer, sale, pledge, or transfer is made in compliance withapplicable federal and state securities laws and the Investment Company Act. 

Section 4.9 Appropriate Purchaser.

(a) If Purchaser is a U.S. person within the meaning of Regulation S of the Securities Act, or a non U.S.Person who desires to purchase the Shares without relying on Regulation S, Purchaser is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and is also a “qualified purchaser” (as defined inSection 2(a)(51) under the Investment Company Act). 

(b) If Purchaser is a non-U.S. person within themeaning of Regulation S of the Securities Act, such Purchaser (i) is acquiring the Shares in an offshore transaction in accordance with Rule 904 of Regulation S, (ii) is acquiring the Shares for such Purchaser’s own account,(iii) understands that the Shares may not, absent an applicable exemption, be transferred without registration and/or qualification under the Securities Act and applicable state securities laws and the laws of any other applicable jurisdictionand (iv) is a non-U.S. person within the meaning of Regulation S. 

 

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Section 4.10 Access to Information. Purchaser acknowledges: (i) that it hasbeen afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks ofinvesting in the Securities; (ii) that it has been given access to and has carefully and completely reviewed information (other than material non-public information) about the Company and its financial condition, results of operations,business, properties, management and prospects sufficient to enable it to evaluate its investment, including but not limited to the materials provided by the Company as set forth on Exhibit B hereto, and (iii) it has been afforded theopportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. 

Section 4.11 Restricted Securities. Purchaser understands that the Securities are, and the Warrant Shares will be, characterizedas “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities maybe resold without registration under the Securities Act only in certain limited circumstances. 

**ARTICLE 5**

**COVENANTS**

Section 5.1 Public Announcements. Each of the parties hereto shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or theSecurities Purchase contemplated hereby and, except as may be required by applicable law, will not issue any such press release or make any such public statement prior to such consultation and without the consent of the other parties. 

Section 5.2 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, eachof the parties shall promptly notify the other parties hereto of: 

(a) any notice or other communication fromany Person alleging that the consent of such Person is or may be required in connection with the Securities Purchase contemplated by this Agreement; 

(b) any notice or other communication from any governmental or regulatory agency or authority in connection with the Securities Purchase contemplated by this Agreement; and 

(c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating toor involving or otherwise affecting such party or that relate to the consummation of the Securities Purchase contemplated by this Agreement. 

 

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Section 5.3 Extraordinary Events Regarding Common Stock. In the event that theCompany shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock or any preferred stock issued by the Company, (b) subdivide its outstanding shares of Common Stock,(c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Effective Price Per Share shall be adjusted to a number determined by multiplying the Effective Price PerShare immediately prior to any such event by a fraction of which (a) the numerator is the number of issued and outstanding shares of Common Stock immediately prior to any such event, and (b) the denominator is the number of issued andoutstanding shares of Co 

**ARTICLE 6**

**TERMINATION**

Section 6.1 Termination. This Agreement may beterminated and the sale of Securities may be abandoned at any time if Purchaser fails to deliver the Purchase Price to Seller in accordance with Section 1.3 above. In the event of the termination and abandonment of this Agreement, thisAgreement (other than Section 7.3 (Fees and Expenses), Section 7.5 (Governing Law) and Section 7.6 (Consent to Jurisdiction; Waiver of Jury Trial), which shall remain in full force and effect) shall forthwithbecome null and void and no party hereto shall have any Liability or further obligation to any other party hereto, except as provided in this Section 6.16.1. 

**ARTICLE 7**

**MISCELLANEOUS**

Section 7.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been dulygiven (a) on the date received if delivered personally or by facsimile or (b) on the date received if mailed by registered or certified mail (return receipt requested), to the parties at the following addresses (or at such other addressfor a party as shall be specified by like notice): 

If to Seller: 

PetroAlgae Inc. 

1901 S. Harbor City Boulevard 

Suite 300 

Melbourne, Florida 32901 

Attn:   David Szostak 

Facsimile: (321) 723-7047 

With a copy (which shall not constitute notice) to: 

Torys LLP 

237 Park Avenue 

20th Floor 

New York, New York 10017 

Attn:   Andrew J. Beck 

   Daniel P. Raglan

Facsimile: (212) 682-0200 

 

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If to Purchaser: 

[Purchaser] 

[Street] 

[City, State, Zip] 

Attn: 

Facsimile: 

Section 7.2 Amendments; No Waivers. 

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and issigned, in the case of an amendment, by the Company and Purchaser; or in the case of a waiver, by the party against whom the waiver is to be effective. 

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or furtherexercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 

Section 7.3 Fees and Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred in connection withthis Agreement and the obligations contemplated hereby shall be paid by the party incurring such cost or expense. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights ofsuch party arising from a breach of this Agreement by another party. 

Section 7.4 Successors and Assigns; NoThird-Party Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwisetransfer any of its rights or obligations under this Agreement without the consent of each other party hereto, but any such transfer or assignment will not relieve the appropriate party of its obligations hereunder. Nothing in this Agreement,express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement or any provision of this Agreement. 

Section 7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of NewYork, without giving effect to the principles of conflicts of law thereof. 

 

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Section 7.6 Consent to Jurisdiction; Waiver of Jury Trial. 

(a) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or inconnection with, this Agreement or the Securities Purchase contemplated hereby may be brought in any federal or state court located in the City of New York, Borough of Manhattan, and each of the parties hereby consents to the jurisdiction of suchcourts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any suchsuit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywherein the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.1 shall be deemed effective service of processon such party. 

(b) Each party hereto hereby acknowledges and agrees that any controversy which may arise underthis Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectlyarising out of or relating to this Agreement, any document referred to in this Agreement or the Securities Purchase contemplated hereby. 

Section 7.7 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto andhereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. No provision of this Agreement is intended to confer upon anyPerson other than the parties hereto any rights or remedies hereunder. 

Section 7.8 Entire Agreement. ThisAgreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matterhereof. 

Section 7.9 Captions. The captions herein are included for convenience of reference only and shall beignored in the construction or interpretation hereof. 

Section 7.10 Severability. If any term, provision, covenantor restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full forceand effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Securities Purchase contemplated hereby is not affected in any manner materially adverse to any parties. Upon such a determination,the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originallycontemplated to the fullest extent possible. 

 

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Section 7.11 Definition and Usage. 

For purposes of this Agreement: 

“Governmental Entity” means any foreign, federal, state, local, municipal, county or other governmental, quasi-governmental, administrative or regulatory authority, body, agency, court,tribunal, commission or other similar entity (including any branch, department or official thereof). 

“Liability” means any debt, liability, commitment or obligation of any kind, character or nature whatsoever, whether known or unknown, choate or inchoate, secured or unsecured, accrued, fixed, absolute, contingent orotherwise, and whether due or to become due. 

“Lien” means any charges, claims, community property interests,conditions, conditional sale or other title retention agreements, covenants, easements, encumbrances, equitable interests, exceptions, liens, mortgages, options, pledges, reservations, rights of first refusal, security interests, or restrictions ofany kind, including any restrictions on use, voting, transfer, alienation, receipt of income, or exercise of any other attribute of ownership. 

Section 7.12 Survival. The representations and warranties of the Purchaser set forth in Section 4.4, Section 4.5, Section 4.7, Section 4.10 andSection 4.11, shall survive any termination hereof. 

Section 7.13 Further Assurances. From time totime, each party hereto will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this Agreement. 

Section 7.14 Review of Agreement. Each party hereto acknowledges that it has had time to review this Agreement and, as desired,consult with counsel. In the interpretation of this Agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this Agreement. 

Section 7.15 Brokerage. Each party hereto represents and warrants to the other that there are no claims for brokeragecommissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby, except for such commissions and fees incurred by reason of any action taken by a partyhereto that will be paid by and be the responsibility of such party. 

[SIGNATURE PAGE FOLLOWS] 

 

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day andyear first above written by the duly authorized officers of Seller and Purchaser. 

 
SELLER:PETROALGAE INC.By: /s/ David Szostak Name: David Szostak Title: PresidentPURCHASER:UBS AGBy: /s/ Peter Ians Jan Name: Peter Ians Jan Title: Executive DirectorBy: /s/ Sabir Sheikh Name: Sabir Sheikh Title: Director
[SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT] 

 

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**EXHIBIT A**

**TO SECURITIES PURCHASE AGREEMENT**

**WARRANT**

See attached. 

EXHIBIT B 

Private Placement Memorandum, dated October 16, 2009