0001144204-12-045480 Sample Contracts

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.

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Subscription Agreement By and Between
Subscription Agreement • August 14th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York

Ceres Ventures, Inc. a corporation organized under the laws of the State of Nevada (the “Company”) and the subscriber whose name is set forth on the signature pages affixed hereto (the “Subscriber”).

Debt Restructuring Agreement
Debt Restructuring Agreement • August 14th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec

THIS DEBT RESTRUCTURING AGREEMENT (this “Agreement”) is entered into as of June 30, 2012, by and between Ceres Ventures, Inc. (the “CEVE”), a Nevada corporation, and Sierchio & Company, LLP, a New York limited liability partnership (“SANDCO”).

Debt Restructuring Agreement
Debt Restructuring Agreement • August 14th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec

THIS DEBT RESTRUCTURING AGREEMENT (this “Agreement”) is entered into as of June 30, 2012, by and between Ceres Ventures, Inc. (the “CEVE”), a Nevada corporation, and Strategic Edge, LLC, (“STRATEGIC”) a Maryland limited liability corporation.

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