Ceres Ventures, Inc. Sample Contracts

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RECITALS
Escrow Agreement • May 24th, 1999 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
RECITALS --------
Employment Agreement • August 18th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
EXHIBIT 3: PLAN OF MERGER WITH MULTI-SPECTRUM GROUP AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MULTI-SPECTRUM GROUP, INC. AND SANTA LUCIA FUNDING, INC.
Agreement and Plan of Merger • January 17th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Utah
Warrant to Purchase Series A Preferred Stock of MEDCARE TECHNOLOGIES, INC.
Medcare Technologies Inc • May 22nd, 1998 • Services-specialty outpatient facilities, nec
MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN...
Medcare Technologies Inc • June 23rd, 1998 • Services-specialty outpatient facilities, nec • Delaware

MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D ("REGULATION "D") PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES REVIEWED OR DETERS THE ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SEC

CERES VENTURES, INC. FORM OF SERIES E STOCK PURCHASE WARRANT
Ceres Ventures, Inc. • August 14th, 2012 • Services-specialty outpatient facilities, nec • New York

This Warrant is being issued to Holder in connection with the Debt Restructuring Agreement (the entered into as of even date as this Warrant by and between the Company and Holder.

Warrant to Purchase Common Stock of MEDCARE TECHNOLOGIES, INC.
Medcare Technologies Inc • August 19th, 1998 • Services-specialty outpatient facilities, nec
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...
Ceres Ventures, Inc. • January 5th, 2012 • Services-specialty outpatient facilities, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______ (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2012 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ceres Ventures, Inc., a Nevada corporation (the “Company”), up to____ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Warrant to Purchase Series A Preferred Stock of MEDCARE TECHNOLOGIES, INC.
Medcare Technologies Inc • August 19th, 1998 • Services-specialty outpatient facilities, nec
Recitals
Agreement and Amendment • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
PHYTOMEDICAL TECHNOLOGIES, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • April 2nd, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Nevada

THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between PhytoMedical Technologies, Inc., a Nevada corporation (the “Company”), and the following employee of the Company (“Optionee”):

PHYTOMEDICAL TECHNOLOGIES, INC. Suite 216 – 1628 West 1st Avenue Vancouver, BC, V6J 1G1
Phytomedical Technologies Inc • April 26th, 2010 • Services-specialty outpatient facilities, nec • New York
RECITALS
Program Management Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
PhytoMedical Technologies, Inc. Princeton, NJ 08540
Phytomedical Technologies Inc • August 13th, 2010 • Services-specialty outpatient facilities, nec • New York

This letter sets forth the terms and conditions of your Contract Interim Executive-Services Agreement (the “Agreement”) with Phytomedical Technologies, Inc. (the “Company").

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SERIES B COMMON STOCK PURCHASE WARRANT
Phytomedical Technologies Inc • April 26th, 2010 • Services-specialty outpatient facilities, nec • New York

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the second year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase from Phytomedical Technologies, Inc., a Nevada corporation (the “Company”), up to_____________________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

Contract
Agreement and Plan of Merger • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • Nevada

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 29, 2011, is among, Ceres Ventures, Inc., a Nevada corporation (“Parent”), Ceres Ventures Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and BluFlow Technologies, Inc., a Delaware corporation (the “Company”) (each a “Party,” and collectively, the “Parties”).

Contract
Nonstatutory Stock Option Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Nevada

THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of March 15, 2010, by and between PhytoMedical Technologies, Inc. a Nevada corporation (the “Company”) having an address at 100 Overlook Drive, 2nd Floor, Princeton, New Jersey 08540, and Raymond Krauss (“Optionee”):

Recitals
Escrow Agreement and Instructions • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Georgia
PHYTOMEDICAL TECHNOLOGIES, INC.
Nonstatutory Stock Option Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York

This letter sets forth the terms and conditions of your continued employment by PhytoMedical Technologies, Inc. (the “Company”). For the purposes of this

MUTUAL TERMINATION AGREEMENT
Mutual Termination Agreement • May 31st, 2007 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Illinois

MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of May 29, 2007, by and between PHYTOMEDICAL TECHNOLOGIES, INC., a Nevada corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).

WARRANT TO PURCHASE COMMON STOCK OF MEDCARE TECHNOLOGIES, INC.
Medcare Technologies Inc • November 19th, 1998 • Services-specialty outpatient facilities, nec
EXHIBIT 3:
Agreement and Plan of Merger • October 27th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Utah
LICENSE AGREEMENT BETWEEN THE IOWA STATE UNIVERSITY RESEARCH FOUNDATION AND POLYPHENOL TECHNOLOGIES CORPORATION
License Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Iowa

This draft is dated April 27, 2006, and is solely for purposes of negotiation. No contract shall exist until a final, written agreement is signed by an authorized representative of ISURF and an authorized representative of Licensee. This draft shall expire on May 27, 2006

Contract
Phytomedical Technologies Inc • April 26th, 2010 • Services-specialty outpatient facilities, nec

AMENDMENT NO. 1 TO PROMISSORY NOTE dated as of April 12, 2010 (this “Amendment”), among PHYTOMEDICAL TECHNOLOGIES, INC, a Nevada corporation (the “Borrower”) and Harmel S. Rayat (“Holder”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • October 28th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York

SHARE EXCHANGE AGREEMENT, dated as of October 22, 2010 (this "Agreement) by and among STANDARD GOLD CORP., a Nevada corporation (' Standard Gold ), PHYTOMEDICAL TECHNOLOGIES, INC., a Nevada corporation (the "Company") and the persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Standard Gold (the "Standard Gold Stockholders"). WHEREAS, on October 22, 2010, the Board of Directors of the Company adopted resolutions approving the Company's acquisition of shares of Standard Gold by means of a share exchange with the Standard Gold Stockholders, upon the terms and conditions hereinafter set forth in this Agreement; and WHEREAS, the aggregate number of shares of Standard Gold common stock, par value $0.0001 per share (the "Standard Gold Common Stock") owned by the Standard Gold Stockholders set forth on Exhibit A constitute 100% of the issued and outstanding securities of Standard Gold, on a fully diluted basis (collectively,

REDACTED COPY OF PHYTOMEDICAL - DARTMOUTH EXCLUSIVE LICENSE AGREEMENT This Agreement, effective this day of 2008, between
Phytomedical - Dartmouth Exclusive License Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New Hampshire

TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research institution existing under the laws of the State of New Hampshire, and being located at Hanover, New Hampshire 03755, hereinafter called Dartmouth ,

RESEARCH AGREEMENT
Research Agreement • March 15th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • California

This Research Agreement (“Agreement”) is entered on this 9th day of December, 2010 into by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California Constitutional corporation, on behalf of its Santa Barbara campus, hereinafter called “University,” and, NASCENT WATER TECHNOLOGIES, INC., a California corporation, and wholly-owned subsidiary of AcquaeBlu Corporation, a Delaware Corporation, having a principal place of business at 430 Park Avenue, Suite 702, New York, NY 10022, hereinafter called “Sponsor.”

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