exhibit_10-2.htm


    
      

    

    EXHIBIT
10.2

    
 

    Lockup
Agreement

    


    Agreement
made on May 11, 2009, between VALCENT PRODUCTS INC., an Alberta corporation
(“Company”, “Corporation”), and u, (“Shareholder”),
the parties agreeing that:

    


    1.           Recitals.  Shareholder
is the owner of record and beneficial owner of those certain u shares of the common
stock of the Company (the “Subject Shares”) issued on
or about May 12, 2009 in connection with a debt settlement agreement effective
on March 31, 2009 between the Company and the Shareholder. The Company and
Shareholder agree to enter into this Agreement, and Shareholder acknowledges the
sufficiency of the consideration received for Shareholder’s agreements
herein.

    


    2.         
Lockup and Release
Provision.  (a)  Shareholder hereby agrees that for
the period beginning on May 11, 2009 and ending on January 1, 2011 (“Term of
Agreement”)(unless this Agreement terminates prior to expiration of such period
by unilateral notice by the Company), Shareholder may not and shall not,
directly or indirectly, sell or transfer any shares before January 1, 2010, and
thereafter not more than 25% of the Subject Shares in any calendar quarter
following January 1, 2010 during the term of this Agreement, whether in private
or market transactions, without the Company’s prior written consent; however,
nothing in this Agreement shall be read to limit Shareholder’s right to sell or
transfer such 25% of Subject Shares in any calendar quarter after January 1,
2010.  Subject Shares sold or transferred by Shareholder in a calendar
quarter after January 1, 2010 within the permitted amount (or any additional
amounts to which the Company may consent in writing) shall not, once sold or
transferred, be subject to this Agreement or bear any legend called for in this
Agreement, subject to SEC RULE 144.  For purposes of this Agreement,
the term “calendar quarter” is defined to mean the four, three-month periods
respectively beginning, January 1, 2010 and there re-occurring, April 1, 2010,
June 1, 2010, and, September 1, 2010.  The number of Subject Shares
that Shareholder is permitted to sell or transfer in a calendar quarter shall
not be cumulative; meaning that, if Shareholder sells or transfers less than the
permitted number of Subject Shares in a calendar quarter, the number of shares
not sold may not be carried over and sold in a subsequent calendar
quarter.  The Shareholder agrees not sell short against the future
delivery of shares subject to this Agreement, such covenant is material to and a
requirement of this Agreement.

    


    3.         
Nominee/Street Name
Restrictions.  Shareholder acknowledges that the Company and
its transfer agent and registrar cannot effectively monitor transactions in the
Subject Shares once such shares are placed into nominee or “street” name
accounts.  Therefore, Shareholder acknowledges and agrees that the
provisions of Paragraph 2 hereof mean that, in any calendar quarter during the
term of this Agreement, no more than 25% of the Subject Shares may be
transferred into “street” or fiduciary name subject also to SEC RULE
144.

    


    4.         
Exceptions to the Lockup
Agreement.  Subject Shares will cease to be subject to the
provisions of Paragraph 2 of this Agreement if (i) this Agreement has expired by
its own terms or is unilaterally terminated by the Company; or (ii) the shares
to be sold have been registered under the Securities Act of 1933, as amended; or
(iii) the Company consents to or waives a sale not made in compliance with
Paragraph 2 hereof.  No consent or waiver by the Company, however,
shall be construed as a consent to or waiver of any subsequent sale not made in
compliance with Paragraph 2 of this Agreement.

    


    5.         
Legending of
Certificates.  Shareholder agrees that every certificate
evidencing Subject Shares issued during the term of this Agreement shall bear a
legend on the reverse side in substantially the following form, in addition to
the Company’s regular legends required pursuant to United States and Canadian
laws:

     


    
      
         


      

      
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    “NOTICE:  These
securities are subject to that certain Lockup Agreement dated May 11, 2009,
between the registered holder hereof and Corporation and may ONLY be sold or
otherwise transferred in compliance with the provisions of such
agreement.”

    


    6.          
Transfer Agent
Responsibilities.  During the term of this Agreement, the
Company, or the Company’s transfer agent and registrar or any successor thereof,
as the case may be, shall enforce the terms of this Agreement (including the
legending of certificates evidencing Subject Shares) and shall not, during any
calendar quarter within the term of this agreement, permit any transfer of
Subject Shares exceeding 25% into a third party’s name without the Company’s
prior written consent.

    


    7.          
Protection of Trading
Market.  Whenever, if ever, the Company consents to sales by
Shareholder of Subject Shares in excess of the amount allowed in this Agreement,
Shareholder agrees to work with the Company’s market makers and to sell the
shares on such schedule as is reasonably calculated to avoid adversely affecting
the trading market and market price of the Company’s common shares.

    


    8.          
Termination.  This
Agreement may be terminated at any time by written agreement of the Company’s
Chief Financial Officer.  This Agreement shall terminate automatically
on January 1, 2011.

    


    9.          
Certain
Events.  In the event that during the term of this Agreement
the common stock of the Company undergoes any reverse stock split or forward
stock split, the number of Subject Shares which may be sold or transferred in
any calendar quarter within the term of this Agreement shall be appropriately
adjusted.  Effective upon the date of such reverse stock split or
forward stock split, the number of Subject Shares which Shareholder may sell or
transfer in any calendar quarter during the term of this Agreement shall be
changed prorata according to the magnitude and direction of the reverse stock
split or forward stock split.

    


    10.       
Miscellaneous
Provisions.  This Agreement shall bind the parties, their
respective successors, assigns, heirs, and legal
representatives.  This Agreement constitutes the entire agreement
between the parties and may not be modified or canceled except in writing signed
by both parties.  This Agreement shall be governed by and construed in
accordance with the laws of the Province of Alberta, Canada.  This
Agreement may be executed at different times and places, in counterparts, and
shall be effective as of the date first above written.  Any party may
rely upon a copy of this Agreement received by telefax (telephone facsimile)
transmission and bearing another party’s signature as having been signed by such
other party, and a copy of this Agreement received by telefax and signed by or
on behalf of a party shall have been validly executed to the same extent as if
an original copy had been executed. The transfer agent shall not be affected by
any notices or subsequent agreements between the parties related to this
Agreement unless and until the transfer agent has received a copy of the notice
or subsequent agreement.

    


    IN
WITNESS WHEREOF, Shareholder and the Company have executed this Agreement, and
initialed the preceding page, effective as of the date first above written, and
notarized same.

    


    VALCENT
PRODUCTS INC.

    


    


    


    


    X......................................................................................

    George Orr, Chief Financial
Officer

    


    


    


    


    SHAREHOLDER:

    


    


    


    


    X......................................................................................

    u

     

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