ContractMerger Agreement • 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”).
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...Securities Agreement • January 5th, 2012 • Ceres Ventures, Inc. • 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).
RESEARCH AGREEMENT Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA UNIVERSITY OF CALIFORNIA, SANTA BARBARA And NASCENT WATER TECHNOLOGIES, INC.Research Agreement • January 5th, 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.”
AMENDMENT NO. 1 TO LETTER OF INTENTLetter of Intent • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec
This Amendment No. 1 to the Letter of Intent dated as of May 11, 2010 and bearing UC Agreement No. [****] (“Agreement”) by and between The Regents of the University of California (“The Regents”) and Appeal Capital Corp. (“Appeal Capital”) is effective September 10, 2010.
Ceres Ventures, Inc. Suite 702 New York, NY 10022 Telephone: (212) 2246-3030 • Facsimile (212) 246-3039Consulting Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
This letter (the “Agreement”) sets forth the terms and conditions of your engagement as an independent consultant to and by Ceres Ventures, Inc. (the “Company”). For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in Paragraph 21 hereof.
AMENDMENT NO. 2 TO LETTER OF INTENTLetter of Intent • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec
This Amendment No. 2 to the Letter of Intent dated as of May 11, 2010 and bearing UC Agreement No. [****] (“Agreement”) by and between The Regents of the University of California (“The Regents”) and Nascent Water Technologies, Inc. (“Nascent Water”) is effective December 7, 2010.
ContractAsset Purchase Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
Restated Asset Purchase Agreement dated as of October 20, 2010, by and between AcquaeBlu Corp. a Delaware corporation, having its principal place of business located at 430 Park Avenue, Suite 702, New York, New York 10022 (herein called “Buyer”) and Appeal Capital Corp., a New York corporation, having its principal place of business located at 430 Park Avenue, Suite 702, New York, New York 10022 (herein called “Seller”).
AMENDMENT NO. 3 TO LETTER OF INTENTLetter of Intent • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec
This Amendment No. 3 to the Letter of Intent dated as of May 11, 2010 and bearing UC Agreement No. [****] (“Agreement”) by and between The Regents of the University of California (“The Regents”) and Nascent Water Technologies, Inc. (“Nascent Water”) is effective May 5, 2011.
Settlement AgreementSettlement Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
THIS SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of December 29, 2011, by and between Ceres Ventures, Inc., a Nevada corporation (the “Company”) and Mr. Jeet Sidhu, a resident of the Province of British Columbia (the “Settlor”) (collectively, the “Parties”).
Promissory Note Settlement AgreementPromissory Note Settlement Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
THIS PROMISSORY NOTE SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of December 29, 2011, by and between Ceres Ventures, Inc., a Nevada corporation (the “Company”) and Harmel S. Rayat, a resident of the Province of British Columbia, Canada (the “Holder”) (collectively, the “Parties”).
ContractPromissory Note Amendment • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec
AMENDMENT NO. 2 TO THE PROMISSORY NOTE dated as of December 29, 2011 (this “Amendment”), among CERES VENTURES, INC. (formerly PhytoMedical Technologies, Inc.), a Nevada corporation (the “Borrower”) and JEET SIDHU, a resident of the Province of British Columbia (“Holder”).
Fee Settlement AgreementFee Settlement Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
THIS FEE SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of December 29, 2011, by and between Ceres Ventures, Inc., a Nevada corporation (the “Company”) and Sierchio & Company, LLP, a New York limited liability partnership (the “Settlor”) (collectively, the “Parties”).
SERVICES AGREEMENTServices Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • California
THIS SERVICES AGREEMENT (the “Agreement”) is entered into this 7th day of July, 2011, between APPLIED POWER CONCEPTS, INC., a California corporation (“APC”), and BluFlow Technologies, Inc., a Delaware Corporation (“the COMPANY”) (each a “Party” and collectively, the “Parties”).
Ceres Ventures, Inc. Suite 702 New York, NY 10022 Telephone: (212) 246-3030 • Facsimile (212) 486-0208Consulting Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
This letter (the “Agreement”) sets forth the terms and conditions of your engagement as an independent consultant to and by Ceres Ventures, Inc. (the “Company”). For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in Paragraph 21 hereof.
CONSENT OF SUBSTITUTION OF PARTY UC Case Nos. [****] UC Agreement Control No. [****]Substitution of Party Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec
This substitution of party agreement ("Agreement") is effective as of October 21, 2010, by and among The Regents of the University of California, a California corporation, acting through its Santa Barbara campus having an Office of Technology & Industry Alliances located at 342 Lagoon Road, Mail Code 2055, Santa Barbara, CA 93106-2055 (“The Regents”); Appeal Capital Corp., having an office at 430 Park Avenue, New York, NY 10022 (“Assignor”); and Nascent Water Technologies, Inc., a California corporation (and wholly-owned subsidiary of AcquaeBlu Corp., a Delaware corporation) having an office at 430 Park Avenue, New York, NY 10022 (“Assignee”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • California
NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
