exhibit_10-1.htm


    
      

    

    EXHIBIT
10.1


     

    SETTLEMENT
AGREEMENT

    


    


    THIS
AGREEMENT is entered into
as of this ______day of April, 2009 by and between Valcent Products Inc., an
Alberta Canada corporation (the “Company”) and u of u. (“the
Subscriber”).

    


    


    RECITALS:

    


    WHEREAS,
the Subscriber has provided capital and interest of US $u and
was issued promissory notes by the Company, whereby the Company is indebted to
the Subscriber in the aggregate amount of US $u as at
March 27, 2009 for certain capital received from the Subscriber, and accrued
interest on unpaid amounts due to the Subscriber thereunder; and

    


    


    WHEREAS,
the Company and the Subscriber acknowledge that the aggregate amount of US
$u
is due and owing the Subscriber (the “Debt”); and

    


    WHEREAS,
the Company agrees to issue to the Subscriber u shares
of its restricted common stock at US $0.022222222 per share (the “Shares”) as
full and complete satisfaction of the Debt pursuant to Valcent Products Inc.
Board of Directors authorized resolution dated March 27, 2009 and effective as
at March 31, 2009 with such Shares subject to a separate
Lockup  Agreement dated May 11, 2009 between the Company and the
Subscriber.

    


    


    AGREEMENT

    


    1.               
The Company shall settle this debt effective as at March 31, 2009 and issue the
Subscriber u shares in full and complete
satisfaction of the Debt with such Shares subject to a separate
Lockup  Agreement dated May 11, 2009 between the Company and the
Subscriber.

    


    2.               
The Subscriber agrees to accept the issuance and delivery of u Shares in full settlement and satisfaction of the Debt,
and upon receipt of the Shares hereby agrees that the Debt shall be deemed
satisfied in full and hereby releases and forever discharges the Company, and
its officers, directors, employees, and agents from any and all causes of action
whether known or unknown, debts, sums of money, claims and demands whatsoever,
in law or in equity, related to the Debt, which the Subscriber now or hereafter
can, shall or may have.

    


    3.               
The Subscriber is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the “Securities Act”). The Subscriber
understands that the Shares are being issued in reliance on the exemption from
registration provided by Section 4(2) thereunder. The Subscriber understands
that it may be required to bear the economic risk of this investment for an
indefinite period of time because there is currently a limited trading market
for the Shares and the
Shares cannot be resold or otherwise transferred unless applicable federal and
state securities laws are complied with or exemptions therefrom are
available.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    4.               
The Subscriber represents and warrants that the Shares are being acquired solely
for the Subscriber’s own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. The Subscriber
understands that the Shares are nontransferable unless the Shares are registered
under the Securities Act and under any applicable state securities law or an
opinion of counsel satisfactory to the Company is delivered to the Company to
the effect that any proposed disposition of the Shares will not violate the
registration requirements of the Securities Act and any applicable state
securities laws. The Subscriber further understands that the Company has no
obligations to register the Shares under the Securities Act or to register or
qualify the Shares for sale under any state securities laws, or to take any
other action, through the establishment of exemption(s) or otherwise, to permit
the transfer thereof.  The Subscriber further understands that the
Shares are subject to a Lockup  agreement as attached to this
Agreement.

    


    5.               
The Subscriber has had an opportunity to ask questions of and received answers
from the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
The Subscriber has reviewed such other information regarding the acquisition of
the Shares as The Subscriber has (in consultation with such advisors as The
Subscriber has deemed appropriate) determined to be necessary or appropriate in
the circumstances.

    


    6.             
  The Subscriber agrees and acknowledges that it is not purchasing the
Shares as a result of any “general solicitation or general advertising” (as such
term is defined in the Securities Act of 1933 or the rules promulgated
thereunder), including any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio, or any seminar or meeting where the attendees have been
invited by general solicitation or general advertising.

    


    7.               
This Settlement Agreement shall be effective as of March 31, 2009 with a
contemplated closing and issue date of the Shares on or about May 12, 2009, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.

    


    8.              
 This Agreement contains the entire understanding among the parties related
in any way to the subject matter hereof and supersedes any prior understandings
or written or oral agreements among them respecting the within subject
matter.

    


     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    9.              
 The Parties shall execute and deliver after the date hereof, without
additional consideration, such further assurances, instruments and documents,
and to take such further actions, as may be reasonably requested in order to
fulfill the intent of this Agreement and the transactions contemplated
hereby.

     

     

    


    
      
        
          	 	VALCENT
      PRODUCTS INC.,	 
	 	 	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	George
      Orr, CFO, Director	 
	 	 	 	 
	 	 	 	 


        

      

    

     

    
      
        
          
            	 	u	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	u	 
	 	 	 	 
	 	 	 	 


          

        

      

    

     

     

     

    
      3