Ceres Ventures, Inc. (Form: 8-K, Received: 05/01/2013 16:05:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 26, 2013

Date of Report (Date of earliest event reported)

CERES VENTURES, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-28790

(Commission File Number)

87-0429962

(I.R.S. Employer Identification No.)

430 Park Avenue,

Suite 702

New York, New York 10022

(Address of principal executive offices)

(800) 611-3388

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement

On April 26, 2013, Ceres Ventures, Inc. (the “ Company ”) entered into an Exclusive Software License Agreement (the “ License Agreement ”) with Akai Studio LLC, a Virginia limited liability corporation (“ Akai ”), pursuant to which, in exchange for payments further described in the License Agreement, Akai will grant the Company an exclusive license (the “ License Grant ”) to certain of Akai’s proprietary software and related know-how, trademarks and copyrights (the “ Licensed Materials ”).

The License Agreement has an initial term of 12 months and, subject to the Company meeting the conditions to closing contained therein, allows for the Company to extend the License Grant for an additional 6 months. The License Agreement contains an option for the Company to purchase the Licensed Materials by making certain payments. The License Agreement contains a condition to closing requiring the Company to sell all of the issued and outstanding shares of BluFlow Technologies, Inc., a Delaware corporation (“ BluFlow ”), the Company’s wholly owned subsidiary.

The description of the Licensed Agreement contained herein is qualified in its entirety by reference to the redacted Licensed Agreement, a copy of which is attached as Exhibit 10.1 hereto. In addition to filing this Current Report on Form 8-K, the Company intends to file a confidential treatment request with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24-b2 of the Securities Exchange Act of 1934, as amended, to obtain confidential treatment for certain portions of the Commitment Letter.

On April 29, 2013, the Company entered into an Asset Purchase Agreement (the “ APA ”) with Acqua Innovations, Inc., a Nevada corporation (“ Acqua Innovations ”), pursuant to which the Company sold all of the issued and outstanding shares of BluFlow to Acqua Innovations in exchange for Acqua Innovations assuming certain liabilities totaling approximately $750,000 owed by BluFlow.

Mr. Meetesh Patel, the Company’s former Chief Executive Officer and a current director and major shareholder and Mr. Joseph Sierchio, a director and major shareholder of the Company, are the sole shareholders of Acqua Innovations. The Company believes that the terms of the APA are comparable to the terms that have been agreed to in an arm’s length transaction.

The description of the APA contained herein is qualified in its entirety by reference to the APA, a copy of which is attached as Exhibit 10.2 hereto.

SECTION 2. FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this report on Form 8-K is hereby incorporated by reference into this Item 2.01.

SECTION 5. Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors

Effective as of April 29, 2013, Mr. Meetesh Patel resigned as the Company’s President and Chief Executive Officer. His resignation as the Company’s President and Chief Executive Officer was not due to any disagreements between him and the Company. Mr. Patel remains a director of the Company

Effective as of April 29, 2013, Ms. Amu Fowler was appointed as the Company’s Interim Chief Executive Officer.

Ms. Fowler is the managing director of Akai Technologies LLC, which focuses on the design and implementation of Web applications and technologies. As managing director of Akai Technologies, Ms. Fowler has been the architect of several complex and integrated social media web applications and e-commerce solutions. Ms. Fowler was instrumental in the development of the Licensed Materials further described in the License Agreement, for which the Company received the License Grant.

Effective as of April 29, 2013, Ms. Janet Bien resigned as the Company’s Chief Financial Officer; her resignation was not due to any disagreement between her and the Company.

Effective as of April 29, 2013, Mr. Frank Fabio was appointed as the Company’s Interim Chief Financial Officer.

Mr. Fabio received a BBA in Accounting from Pace University in June 1973, has been a Certified Public Accountant since 1976 and received an MS in Taxation from Long Island University in June 1989. From June 1973 to 1980, Mr. Fabio was employed by Ernst & Ernst, attaining the position of Manager. Since 1980 Mr. Fabio has maintained his private practice of accountancy in New York.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are being filed with this Report on Form 8-K.

In reviewing the agreements included as exhibits to this Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

·	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

·	have been expressly qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement and are not included in this Report;

·	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

·	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit Number		Description

10.1		Redacted Exclusive Software License Agreement, dated as of April 26, 2013, between Ceres Ventures, Inc. and Akai Studio LLC (1)

10.2		Asset Purchase Agreement, dated as of April 29, 2013, between Ceres Ventures, Inc. and Acqua Innovations, Inc.

____________

(1) Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on May 1, 2013.

	Ceres Ventures, Inc.

	By:	/s/ Meetesh Patel
	Name:	Meetesh Patel
	Title:	President and Chief Executive Officer

EXHIBIT 10.1

EXCLUSIVE SOFTWARE LICENSE AGREEMENT

THIS EXCLUSIVE SOFTWARE LICENSE AGREEMENT (this “ Agreement ”) is entered into as of April 26, 2013, by and between Akai Studio LLC, a limited liability corporation organized under the laws of the State of Virginia (“ Licensor ”), and Ceres Ventures, Inc., a corporation organized under the laws of the State of Nevada (“ Licensee ”). Licensor and Licensee may hereinafter be referred to individually as a “ Party ” and collectively as, the “ Parties .”

RECITALS

WHEREAS , Licensor is the developer of, and has rights in and to, certain proprietary Software, Know-How, Copyrights and Trademarks created by Licensor as set forth on Schedule A hereto (collectively, the “ Licensed Materials ”) for which Licensee wishes to acquire an exclusive license; and

WHEREAS , Licensor is willing to grant Licensee an exclusive, worldwide license, and Licensee desires to obtain an exclusive license, to the Licensed Materials on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS. In addition to the definitions set forth above, the capitalized terms set forth below shall be defined as follows:

“ Copyrights ” means all registered and unregistered materials, works of authorship and similar materials relating to the Software belonging to Licensor.

“ Derivative Work ” means any discrete modification to the Licensed Materials made by Licensee pursuant to this agreement and any modified, altered, enhanced or adapted version of the Licensed Materials, or derivative work thereof (as that term is defined under US copyright law) based on the Licensed Materials.

“ Know-How ” means all information and know-how, including, but not limited to, technical, and other information, practices, techniques, methods, processes, inventions, developments, specifications, coding, algorithms, trade secrets and similar information Licensor currently maintains.

“ Material Adverse Effect ” means, with respect to any Party any event, circumstance, development, state of facts, occurrence, change or effect that is materially adverse to the business, assets, results of operations or condition (financial or otherwise) of such Party taken as a whole.

“ Software ” means [****].

“ Trademarks ” means all registered and unregistered names, trademarks, service marks, trade dress, logos, insignias, domain names, symbols, slogans, and combinations thereof relating to the Software belonging to Licensor.

“ Transaction Documents ” means this Agreement and all other agreements, instruments and documents required to be delivered by the Parties to complete the transaction contemplated thereby.

2. LICENSE GRANT; TERM; TERMINATION; OWNERSHIP.

2.1 License Grants. Subject to the terms and conditions of this Agreement, at the Closing, as defined herein, Licensor shall grant to Licensee, under all of Licensor’s intellectual property rights in and to the Licensed Materials, an exclusive, worldwide, non-transferable, royalty-free license to use, modify and create Derivative Works using the Licensed Materials, without right to sublicense or assign except as provided herein (the “ License Grant ”).

2.2 Term .

(a) Subject to the terms and conditions of this Agreement, the License Grant shall have an initial Term of twelve (12) months from the date of this Agreement (the “ Initial Term ”) and, subject to Licensee’s rights to extend the Initial Tem or purchase the Licensed Materials, shall automatically terminate without further action by any Party at 11:59 pm ET on the twelve (12) month anniversary of the date of this Agreement.

(b) Subject to the terms and conditions of this Agreement, Licensee shall have the right, but not the obligation, to extend the Initial Term an additional six (6) months (the “ Extended Term ”). Notwithstanding the date on which Licensee exercises the Extended Term pursuant to Section 3.3 , the Extended Term shall extend for six (6) months from the termination of the Initial Term. Subject to Licensee’s rights to purchase the Licensed Materials, the License Grant shall automatically terminate without further action by any Party at 11:59 pm ET on the eighteen (18) month anniversary of the date of this Agreement.

(c) Subject to the terms and conditions of this Agreement, at any time during either the Initial Term or the Extended Term, Licensee shall have the right, but not the obligation, to purchase the Licensed Materials (the “ Purchase Option ”).

(d) Anything in this Agreement notwithstanding, Licensee may terminate the License Grant at any time by providing written notice of termination to Licensor. In the event Licensee terminates the License Grant pursuant to this Section 2.2(d) , Licensor shall not be obligated to refund any portion of the Initial Payment or Extended Term Payment.

2.3 Sublicense Rights .

(a) Licensor hereby grants to Licensee the right to sublicense its License Grant only with the express written consent of Licensor (each, a “ Sublicensee ”); provided that Licensee ensures that each such Sublicensee executes an accession instrument in order to accede to this Agreement and establish contractual privity with Licensor. A form of such accession instrument is attached hereto as Exhibit A .

(b) By execution of an accession instrument to this Agreement, such Sublicensee shall acknowledge that the Licensed Materials constitutes or comprises confidential information and shall agree that any use or disclosure by such Sublicensee of such confidential information beyond that expressly authorized in this Agreement is prohibited.

(c) The Parties agree that each Sublicensee, if any, shall accede to Licensee’s obligations under this Agreement so that Licensor may take legal or other action for damages and all other appropriate relief and exercise any other rights or remedies that Licensor or Licensee may have at law or in equity against such Sublicensee relating to, or arising from, such Sublicensee’s breach of its agreement to sublicense hereunder. At Licensor’s expense, Licensee shall reasonably cooperate with Licensor in such taking of legal action or exercising of such rights or remedies. Further, Licensor may, to the extent not inconsistent with the provisions of hereof, take any action or pursue or exercise any right, remedy or action against Licensee to the extent caused by, arising out of, or in connection with or relating to, any of Licensee’s inaction or any breach of, or failure to perform, any obligation or covenant of Licensee under this Agreement in connection with any breach by Sublicensee of its agreement to sublicense hereunder.

2.4 Ownership . During the Initial Term and Extended Term, Licensor shall retain all right, title and interest, including all intellectual property rights, in and to the Licensed Materials. Licensee shall own all right, title and interest in any Derivative Works to the Licensed Materials made by Licensee, subject to Licensor’s ownership of the underlying Licensed Materials and the restrictions on use of the Licensed Materials contained herein. Upon exercise of the Purchase Option as further set forth herein, Licensor shall assign to Licensee all of its interest in and to the Licensed Materials.

2.5 Reservation of Rights . All rights not expressly granted by Licensor hereunder are reserved to Licensor. Without limiting the generality of the foregoing, Licensor and Licensee expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other than the licenses specified in Section 2.1 .

3. CONSIDERATION FOR LICENSE GRANT; ADEQUACY OF CONSIDERATION.

3.1 Initial Term Payment . Subject to the terms and conditions of this Agreement, as consideration for Licensor providing Licensee with the License Grant for the Initial Term, Licensee shall pay Licensor a fee consisting of:

(a) [****] shares of Licensee’s common stock, par value $0.00001 (“ Licensee Common Stock ”) (the “ Initial Stock Payment ”); and

(b) subject to Licensor entering into a stock option agreement with Licensee substantially in the form of Exhibit B hereto (the “ Option Agreement ”), options to purchase up to [****] shares (the “ Initial Options ”) of Licensee Common stock (together with the Initial Stock Payment, the “ Initial Payment ”).

The Option Agreement shall, among other things, provide for the Initial Options to vest immediately and shall be exercisable at a price of $0.10 per share for a period of five (5) years from the date of grant. Additionally, the Option Agreement shall provide that the Initial Options may be exercised on a “cashless basis.”

3.2 Extended Term Payment . Subject to the terms and conditions of this Agreement, at any time during the Initial Term, Licensee shall have the right, but not the obligation, to exercise its right to the Extended Term by forwarding Licensor an executed copy of the Extended Term Notice (the “ Extended Term Notice ”) attached hereto as Exhibit C and by paying Licensor a fee consisting of options to purchase up to [****] shares (the “ Extended Term Options ”) of Licensee Common stock (the “ Extended Term Payment ”). The Extended Term Options shall be subject to Licensor entering into an Option Agreement. The Option Agreement shall, among other things, provide for the Extended Term Options to vest immediately and shall be exercisable at a price of $0.10 per share for a period of five (5) years from the date of grant. Additionally, the Option Agreement shall provide that the Extended Term Options may be exercised on a “cashless basis.”

3.3 Purchase Option Payment . Subject to the terms and conditions of this Agreement, at any time during the Initial Term or Extended, Licensee shall have the right, but not the obligation, to exercise its right to purchase the Licensed Materials by forwarding Licensor an executed copy of the Purchase Option Notice (the “ Purchase Option Notice ”) attached hereto as Exhibit D and by paying Licensor a fee consisting of options to purchase up to [****] shares (the “ Purchase Options ”) of Licensee Common Stock (the “ Purchase Payment ”). If Licensee chooses to exercise the Purchase Option during the Initial Term, Licensee shall not be required to make the Extended Term Payment. The Purchase Options shall be subject to Licensor entering into an Option Agreement. The Option Agreement shall, among other things, provide for the Purchase Options to vest immediately and shall be exercisable at a price of $0.10 per share for a period of five (5) years from the date of grant. Additionally, the Option Agreement shall provide that the Purchase Options may be exercised on a “cashless basis.”

3.4 Payment Upon Completion of Offering . If during the Initial Term or the Extended Term Licensee shall effect one or more financing transactions through the sale of Licensee’s equity securities (each a “ Financing ”) from which Licensee receives net proceeds of no less [****], then within ten (10) Business Days of completion of such Financing, Licensee shall pay Licensor a fee consisting of options to purchase up to [****] shares (the “ Financing Options ”) of Licensee Common stock (the “ Financing Payment ”). The Financing Options shall be subject to Licensor entering into an Option Agreement. If Licensee completes a Financing after exercise of the Purchase Option and payment of the Purchase Payment, Licensee shall be under no obligation to make the Financing Payment. Anything herein to the contrary notwithstanding, nothing in this Agreement shall be deemed as obligating Licensee to undertake a Financing. The Option Agreement shall, among other things, provide for the Financing Options to vest immediately and shall be exercisable at a price of $0.10 per share for a period of five (5) years from the date of grant. Additionally, the Option Agreement shall provide that the Financing Options may be exercised on a “cashless basis.”

3.5 Payment Upon Generating Revenues . If during the Initial Term or the Extended Term Licensee shall generate gross revenues through the use of the Licensed Materials of no less than [****], then within ten (10) Business Days of completion of such Revenue Generation, Licensee shall pay Licensor a consisting of options to purchase up to [****] shares (the “ Revenue Options ”) of Licensee Common stock (the “ Revenue Payment ”). The Revenue Options shall be subject to Licensor entering into an Option Agreement. If Licensee generates revenues in excess [****] after exercise of the Purchase Option and payment of the Purchase Payment, Licensee shall be under no obligation to make the Revenue Payment. The Option Agreement shall, among other things, provide for the Revenue Options to vest immediately and shall be exercisable at a price of $0.10 per share for a period of five (5) years from the date of grant. Additionally, the Option Agreement shall provide that the Revenue Options may be exercised on a “cashless basis.”

3.6 Adequacy of Consideration . The Parties hereby agree that each of the Initial Payment, the Extended Term Payment, the Purchase Payment, the Financing Payment and the Revenue Payment represent adequate consideration and that no additional consideration shall be paid by Licensee to Licensor for the Licensed Materials.

4. CLOSING.

4.1 Initial Closing . Subject to satisfaction of the conditions in Section 5 , the closing of the granting of the License Grant for the Initial Term under this Agreement (the “ Initial Closing ”) shall occur at a place mutually acceptable to Licensor and Licensee at 10:00 a.m. on April 30, 2013, or such other date that is mutually acceptable to Licensor and Licensee (the “ Initial Closing Date ”). All transactions which are to take place at the Closing shall be considered to have taken place simultaneously, and no delivery or payment shall be considered to have been made until all the transactions have been completed.

4.2 Extended Term Closing. Subject to satisfaction of the conditions in Section 5 , the closing of the License Grant for the Extended Term under this Agreement (the “ Extended Term Closing ”) shall occur at a place mutually acceptable to Licensor and Licensee at such time and date specified by Licensee pursuant to the Extended Term Notice, or such other date that is mutually acceptable to Licensor and Licensee (the “ Extended Term Closing Date ”). All transactions which are to take place at the Extended Term Closing shall be considered to have taken place simultaneously, and no delivery or payment shall be considered to have been made until all the transactions have been completed.

4.3 Purchase Option Closing. Subject to satisfaction of the conditions in Section 5 , the closing of the sale of the Licensed Materials by Licensor to Licensee (the “ Purchase Option Closing ”) shall occur at a place mutually acceptable to Licensor and Licensee at such time and date specified by Licensee pursuant to the Purchase Option Notice, or such other date that is mutually acceptable to Licensor and Licensee (the “ Purchase Option Closing Date ”). All transactions which are to take place at the Purchase Option Closing shall be considered to have taken place simultaneously, and no delivery or payment shall be considered to have been made until all the transactions have been completed.

5. CONDITIONS TO CLOSING.

5.1 Conditions to Each Party’s Obligation to Complete the Initial Closing. The respective obligations of the Parties to complete the Initial Closing are subject to the waiver by both Licensor and Licensee or the satisfaction, on or prior to the Initial Closing Date, of the following conditions:

(a) Sale of BluFlow Technologies, Inc. Licensee shall undertake to sell all of the issued and outstanding shares of common stock of its wholly owned subsidiary, BluFlow Technologies, Inc., a corporation organized under the laws of the State of Delaware within five (5) Business Days of the Initial Closing Date.

(b) Initial Payment . Licensee shall make the Initial Payment to the Licensor.

(c) Representations and Warranties . The representations and warranties of each of Licensor and Licensee set forth below shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date as if made on and as of such dates (except to the extent any such representation or warranty is made as of a specified date, which such representation or warranty shall be true and correct in all respects as of such specified date).

5.2 Conditions to Each Party’s Obligation to Complete the Extended Term Closing. Anything herein to the contrary notwithstanding, Licensee shall be under no obligation to exercise its right to the Extended Term. The respective obligations of the Parties to complete the Extended Term Closing are subject to the waiver by both Licensor and Licensee or the satisfaction, on or prior to the Extended Term Closing Date, of the following conditions:

(a) Extended Term Notice . Licensee shall have forwarded to Licensor an executed copy of the Extended Term Notice setting forth the date on which Licensee desires to exercise the Extended Term.

(b) Extended Term Payment . Licensee shall make the Extended Term Payment to the Licensor.

(c) Representations and Warranties . The representations and warranties of each of Licensor and Licensee set forth below shall be true and correct in all respects as of the date of this Agreement and as of the Extended Term Closing Date as if made on and as of such dates (except to the extent any such representation or warranty is made as of a specified date, which such representation or warranty shall be true and correct in all respects as of such specified date).

5.3 Conditions to Each Party’s Obligation to Complete the Purchase Option Closing. Anything herein to the contrary notwithstanding, Licensee shall be under no obligation to exercise its right to the Purchase Option. The respective obligations of the Parties to complete the Purchase Option Closing are subject to the waiver by both Licensor and Licensee or the satisfaction, on or prior to the Purchase Option Closing Date, of the following conditions:

(a) Purchase Notice . Licensee shall have forwarded to Licensor an executed copy of the Purchase Option Notice setting forth the date on which Licensee desires to exercise the Purchase Option.

(b) Purchase Option Payment . Licensee shall make the Purchase Option Payment to the Licensor.

(c) Sale of Licensed Materials . Licensee shall sell, transfer, assign, convey and deliver all of its rights in and to the Licensed Materials to Licensor.

(d) Representations and Warranties . The representations and warranties of each of Licensor and Licensee set forth below shall be true and correct in all respects as of the date of this Agreement and as of the Extended Closing Date as if made on and as of such dates (except to the extent any such representation or warranty is made as of a specified date, which such representation or warranty shall be true and correct in all respects as of such specified date).

6. REPRESENTATIONS AND WARRANITES OF LICENSOR. Licensor hereby represents and warrants to Licensee as follows:

6.1 Organization and Qualification . Licensor is duly organized, validly existing and in good standing under the laws of the State of Virginia and has the requisite corporate power and authority to carry on its business as it is now being conducted.

6.2 Ownership of Licensed Materials . Licensor has good and marketable title to the License Materials, free and clear of any and all mortgages, liens, encumbrances, pledges and security interests.

6.3 Brokers and Finders . Licensor has not incurred or taken any action that may give rise to any liability for brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

6.4 Noncontravention . Neither the execution and delivery of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any constitution, statute, regulation, rule to which Licensor is subject or, to the knowledge of Licensor, any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Licensor is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, license, instrument, or other arrangement to which Licensor is a party or by which he is bound or to which any of the Licensed Materials is subject (or result in the imposition of any security interest upon any of the Licensed Materials).

6.5 No Litigation . (a) There are no actions, suits, proceedings, hearings, investigations, charges, complaints, claims or demands of any kind pending or, to the best of the Licensor’s knowledge, threatened relating to or involving the Licensed Materials; (b) there are no injunctions, judgments, orders or decrees of any kind which are outstanding against the Licensed Materials; and (c) the Licensor is not charged or, to the best of Licensor’s knowledge, threatened with, or under investigation with respect to, any alleged violation of any provision of any law (including rules, regulations and codes) relating to or involving the Licensed Materials.

6.6 Own Account; Shares Not Registered .

(a) Licensor represents that it is acquiring the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment as principal for its own account and not with a view to or for distributing or reselling the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment or any part thereof in violation of the Securities Act of 1933, as amended (the “ Securities Act ”), or any applicable state securities law, and have no present intention of distributing any of the acquiring the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment in violation of the Securities Act or any applicable state securities law.

(b) Licensor acknowledges that the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment to be issued and delivered pursuant to the terms of this Agreement will not be registered under the Securities Act, but will be issued in reliance upon, among others, the exemptions from the registration requirements of the Securities Act afforded by Regulation D and Section 4(2) of the Securities Act.

(c) No Regulatory Review . Licensor understands that no federal, state or provincial agency has passed on or made any recommendation or endorsement of the shares underlying the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment.

(d) Shell Company Status . Licensor represents, acknowledges and warrants its understanding that, pursuant to Rule 144 as promulgated under the 1933 Act (“ Rule 144 ”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. Accordingly, Licensor represents, acknowledges and warrants its understanding that until its filing of its Current Report on Form 8-K dated January 5, 2012, reflecting its status as a non-shell company, Licensee was a “shell company” pursuant to Rule 144 and resales of its securities pursuant to Rule 144 may not be made until at least all of the following criteria set forth in Rule 144(i)(2) have been met: (1) Licensee has ceased to be a “shell company,” (2) Licensee is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (3) a period of at least twelve months has elapsed from the date “Form 10 Information” was filed with the Securities and Exchange Commission (the “ SEC ”) reflecting Licensee’s status as a non-shell company, and (4) Licensee has filed all of its required periodic reports as required by Section 13 or 15(d), other than Form 8-K reports, for the prior one year period. As a result, Licensor may not be able to sell the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment until and unless such securities are registered with the SEC, an exemption for the sales other than Rule 144 can be relied upon, and/or both Licensee and Licensor fully comply with all applicable requirements of Rule 144. Accordingly, Licensor represents, acknowledges and warrants it understands that it may never be able to dispose of the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment issued pursuant to this Agreement using an exemption provided for by Rule 144, or any other exemption.

6.6 Acknowledgement of and Consent to Restrictive Legend . Licensor acknowledges that the certificates representing the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment shall bear the following or similar legend:

“ THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR (B) AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY), THAT REGISTRATION IS NOT REQUIRED UNDER SAID 1933 ACT. ”

7. REPRESENTATIONS AND WARRANITES OF LICENSEE. Licensee hereby represents and warrants to Licensor as follows:

7.1 Organization and Qualification . Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as it is now being conducted.

7.2 Authority . Licensee has all requisite corporate power and authority to execute and deliver this Agreement and to perform each of its respective obligations under this Agreement (and under all documents required to be executed and delivered and actions to be performed by Licensee pursuant hereto). The execution, delivery and performance of this Agreement and the agreement contemplated hereby and the transaction contemplated hereby and thereby has been duly and validly authorized by corporate action on the part of Licensee.

7.3 Enforceability . This Agreement constitutes a valid and binding agreement of Licensee enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.

7.4 No Conflict or Violation . Neither the execution and delivery of this Agreement nor the consummation of the transaction and performance of the terms and conditions contemplated hereby by Licensee will (i) conflict with or result in a violation or breach of or default under any provision of the articles of incorporation, by-laws, or other similar governing documents of Licensee or any material agreement, indenture or other instrument under which Licensee is bound, or (ii) violate or conflict with any Law applicable to Licensee or the Licensed Materials.

7.5 Shares . Licensee has, and at all times prior to each of the Initial Closing, the Extended Term Closing and the Purchase Option Closing will have sufficient shares reserved for issuance available to enable Licensee to consummate the transaction contemplated hereby and to pay the Initial Payment and, if applicable, the Extended Term Payment and Purchase Option Payment.

8. NO WARRANTY.

8.1 No Warranty . THE LICENSED MATERIALS ARE OFFERED “AS IS,” AND LICENSOR GRANTS AND LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FINESS FOR A SPECIFIC PURPOSE OR NONINFRINGEMENT CONCERNING THE LICENSED MATERIALS OR ANY UPGRADES TO OR DOCUMENTATION FOR THE SOFTWARE. WITHOUT LIMITATION OF THE ABOVE, LICENSOR GRANTS NO WARRANTY THAT, TO THE EXTENT APPLICABLE, THE LICENSED MATERIAL IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR RELIABILITY.

9. MISCELLANEOUS

9.1 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

9.2 Governing Law; Jurisdiction; Venue . THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EXCLUSIVE JURISDICTION AND VENUE SHALL LIE IN NEW YORK, NY.

9.3 Arbitration; Waiver of Trial . Licensor and Licensee hereby agree that any dispute shall be submitted to final and binding arbitration and that the Parties shall not be entitled to a trial by jury.

9.4 Entire Agreement . This Agreement and any Appendices, Schedules and Exhibits hereto contain the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties, either written or oral, between the Parties other than those set forth or referred to herein.

9.5 Payment of Expenses . Whether or not the transactions contemplated by this Agreement are consummated and, except as otherwise may be expressly provided herein, each party shall pay its own fees, expenses and disbursements and those of its respective agents, representatives, consultants, accountants and counsel incurred in connection with this Agreement and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by such party under this Agreement.

9.6 Notices . Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (a) delivered in person, by courier or by registered or certified United States Mail to the Person to be notified, with receipt obtained, or (ii) sent by telecopy, telefax or other facsimile or electronic transmission, with “answer back” or other “advice of receipt” obtained, in each case to the appropriate address or number as set forth below. Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by telex, telecopy, telefax or other facsimile or electronic transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first Business Day following the date of such electronic receipt.

Notices to Licensor shall be addressed as follows:

Akai Studio LLC

[ADDRESS]

Attention: Amu Fowler, Managing Director

or at such other address or to such other telecopy, telefax or other facsimile or electronic transmission number and to the attention of such other person as Licensor may designate by written notice to Licensee.

Notices to Licensee shall be addressed to:

Ceres Ventures, Inc.

430 Park Avenue, Suite 702

New York, NY 10022

Attention: Chief Executive Officer

and a copy, which shall not constitute notice, to:

Sierchio & Company, LLP

430 Park Avenue, Suite 702

New York, NY 10022

Attention: Joseph Sierchio, Esq.

or at such other address or to such other telecopy, telefax or other facsimile or electronic transmission number and to the attention of such other person as Licensee may designate by written notice to Licensor.

9.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided, however, that the respective rights and obligations of the Parties shall not be assignable or by any Party without the express written consent of the non-assigning or non-delegating Party, such consent shall not unreasonably be withheld.

9.8 Amendments and Waivers . This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought which instrument and expressly identified as a modification or amendment. Any Party may, only by an instrument in writing and expressly identified as a waiver, waive compliance by another Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by any Party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.9 Appendices, Schedules and Exhibits . All Appendices, Schedules and Exhibits hereto which are referred to herein are hereby made a part of this Agreement and incorporated herein by such reference.

9.10 Interpretation . It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(b) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(c) a defined term has its defined meaning throughout this Agreement and each Appendix, Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(d) each Exhibit and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail;

(e) the term “cost” includes expense and the term “expense” includes cost;

(f) the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof; and

(g) “include” and “including” shall mean include or including without limiting the generality of the description of the preceding term.

9.11 Agreement for the Parties’ Benefit Only . This Agreement is for the sole benefit of Licensor, Licensee and their respective successors and assigns as permitted herein and no third party shall be entitled to enforce this Agreement, rely on any representation, warranty, covenant or agreement contained herein, receive any rights hereunder or be a third party beneficiary of this Agreement.

9.12 Severability . If any term, provision or condition of this Agreement, or any application thereof, is held invalid, illegal or unenforceable in any respect under any Law, this Agreement shall be reformed to the extent necessary to conform, in each case consistent with the intention of the Parties, to such Law, and to the extent such term, provision or condition cannot be so reformed, then such term, provision or condition (or such invalid, illegal or unenforceable application thereof) shall be deemed deleted from (or prohibited under) this Agreement, as the case may be, and the validity, legality and enforceability of the remaining terms, provisions and conditions contained herein (and any other application such term, provision or condition) shall not in any way be affected or impaired thereby. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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EXHIBIT 10.2

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of April 29, 2013, is by and among Ceres Ventures, Inc. (“ Seller ”), a corporation organized under the laws of the State of Nevada and Acqua Innovations, Inc. (“ Buyer ”), a corporation organized under the laws of the State of Nevada. Seller and Buyer may hereinafter be referred to individually as a “ Party ” and collectively as the “ Parties .”

R E C I T A L S

WHEREAS , Seller owns 100% of the issued and outstanding shares of common stock, par value $0.0001 of BluFlow Technologies, Inc. (“ BluFlow ”), a corporation organized under the laws of the State of Delaware (the “ Purchased Assets ”); and

WHEREAS , Seller desires to sell to Buyer, and Buyer desire to purchase from Seller, Sellers’ complete and undivided interest in the Purchased Assets;

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

SALE AND PURCHASE OF ASSETS

Section 1.1 Sale and Purchase . On and subject to the terms and conditions of this Agreement, Sellers agree to sell and convey to Buyer, and Buyer agree to purchase from Sellers all of Sellers’ rights, titles, interests in and to the Purchased Assets.

ARTICLE 2

PURCHASE PRICE AND PAYMENT

Section 2.1 Purchase Price . The purchase price for the sale and conveyance of the Purchased Assets to Buyer by Seller, subject to the conditions set forth in this Agreement (the “ Purchase Price ”), shall be Buyer’s agreement to assume and be responsible for the payment, performance or discharge of all liabilities set forth on Schedule 2.1(d) hereto.

Section 2.2 Payment . Payment of the Purchase Price by Buyer shall take place only if the Closing occurs. At the Closing, subject to the terms and conditions set forth herein, Buyer shall:

Section 2.3 Retained Liabilities . Notwithstanding anything to the contrary in this Agreement, all liabilities and obligations set forth on Schedule 2.3 hereto, along with all liabilities and obligations of the Seller arising from the date of this Agreement, shall be retained by the Seller (collectively, the “ Retained Liabilities ”).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of Seller . Seller hereby represents and warrants to Buyer as follows:

(a) Organization and Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as it is now being conducted.

(a) Authority . Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (and under all documents required to be executed and delivered and actions to be performed by Seller pursuant hereto).

(b) No Other Agreement . Seller has not entered into any other agreement, either written or oral, for the sale or disposition of the Purchased Assets and, other than Seller, no other Person has a claim to the Purchased Assets.

(c) Enforceability . This Agreement constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors; (ii) general principles of equity; and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.

(d) Actions . (i) there is no Action pending (with service of process therein having been made on Seller) or, to the knowledge of Seller, threatened (or pending without service of process therein having been made on Sellers) to which Sellers re (or are threatened to be made) a party and which relates to the Purchased Assets, other than Actions which are not reasonably expected to have a Material Adverse Effect, and (ii) without limiting the foregoing, to the knowledge of Seller, no written or electronic notice from any third Person has been received by Seller claiming or calling attention to any violation of Law which relates to the Purchased Assets, or, in the case of a Governmental Authority, claiming or calling attention to any possible violation of Law which relates to the Purchased Assets, other than any such violation or possible violation which is not reasonably expected to have a Material Adverse Effect.

(e) Compliance with Laws . (i) Seller has no knowledge of any violation by Seller of any Law with respect to the Purchased Assets, and (ii) to the knowledge of Seller, all necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership or operation of the Purchased Assets are in full force and effect, and no violations exist in respect thereof.

(f) No Conflict . The execution and delivery by Seller of this Agreement and consummation of the transactions contemplated hereby, and the compliance by Seller with any of the provisions hereof or thereof, do not and shall not violate any law applicable to Seller or the Purchased Assets in any material respect.

(g) Ownership of Purchased Assets . Seller is the sole owner of the Purchased Assets, free and clear of any liens or encumbrances, and the Purchase Assets are not subject to preemptive rights or rights of first refusal created by statute or its organizational documents.

3.2 Representations and Warranties of the Seller Concerning BluFlow . Seller hereby represents and warrants to Buyer as follows:

(a) Organization of BluFlow . BluFlow is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Authorization of Transaction . BluFlow has full power and authority (including full corporate power and authority) to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of BluFlow, enforceable in accordance with its terms and conditions.

(c) Capitalization . Seller is the sole owner of all of the issued and outstanding shares of BluFlow, free and clear of any liens or encumbrances There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require BluFlow to issue, sell, or otherwise cause to become outstanding any of its equity interests.

Section 3.3 Representations and Warranties of Buyer . Buyer represents and warrants to Sellers as follows:

(a) Organization and Qualification . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as it is now being conducted. Buyer is duly qualified to do business, and is in good standing, in each jurisdiction in which the Purchased Assets to be acquired by it makes such qualification necessary.

(b) Authority . Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform each of its respective obligations under this Agreement (and under all documents required to be executed and delivered and actions to be performed by any Buyer pursuant hereto). The execution, delivery and performance of this Agreement and the agreement contemplated hereby and the transaction contemplated hereby and thereby has been duly and validly authorized by corporate action on the part of Buyer.

(c) Enforceability . This Agreement constitutes a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.

(d) No Conflict or Violation . Neither the execution and delivery of this Agreement nor the consummation of the transaction and performance of the terms and conditions contemplated hereby by Buyer will (i) conflict with or result in a violation or breach of or default under any provision of the articles of incorporation, by-laws, or other similar governing documents of Buyer or any material agreement, indenture or other instrument under which Buyer is bound, or (ii) violate or conflict with any Law applicable to Buyer or the Purchased Assets.

(e) Consents . No consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Buyer or for or in connection with the consummation of the transaction and performance of the terms and conditions contemplated hereby by Buyer.

(f) Actions . There is no Action pending (with service of process therein having been made on either Buyer) or, to the knowledge of either Buyer, threatened (or pending without service of process therein having been made on either Buyer) to which either Buyer is (or is threatened to be made) a party, other than Actions which are not reasonably expected by either Buyer to have a material adverse effect on either Buyer.

(g) Own Account; Shares Not Registered .

(i) Buyer represents that it is acquiring the Purchased Assets as principal for its own account and not with a view to or for distributing or reselling the Purchased Assets or any part thereof in violation of the Securities Act of 1933, as amended (the “ Securities Act ”), or any applicable state securities law, and have no present intention of distributing any of the Shares in violation of the Securities Act or any applicable state securities law.

(ii) Purchaser acknowledges that the Purchased Assets to be delivered will not be registered under the Securities Act, but will be issued in reliance upon, among others, the exemptions from the registration requirements of the Securities Act afforded by Regulation D (“ Regulation D ”) and Section 4(1) of the Securities Act.

(iii) Notwithstanding anything to the contrary, Buyer shall be entitled to sell, transfer, trade, hypothecate or pledge the Purchased Assets in compliance with the Securities Act, the Securities and Exchange Act of 1934, as amended, and/or any other rules or regulations governing the sale of securities.

(h) Acknowledgement of and Consent to Restrictive Legend . Buyer acknowledges that the certificates representing the Purchased Assets shall bear the following or similar legend:

ARTICLE 3

BROKERAGE

Section 3.1 No Brokerage . Buyer and Seller hereby confirm and represent to each other that neither Buyer nor Seller have incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement and each of Seller and Buyer shall indemnify and hold each harmless from any claims made by any third party for such fees.

ARTICLE 4

CLOSING

Section 4.1 Closing . The Closing of the transaction contemplated by this Agreement (the “ Closing ”) shall be held on the Closing Date at 10:00 a.m., New York time, at the offices of Sierchio & Company, LLP, at 430 Park Avenue, Suite 702, New York, NY 10022, no later than May 3, 2013, or at such other time or place as Sellers and Buyer may otherwise agree in writing (the “ Closing Date ”).

Section 4.2 Sellers’ Closing Obligations . At Closing, Sellers shall convey to Buyer: (i) an Assignment and Bill of Sale for the Purchased Assets in the name and on behalf of Buyer; (ii) all additional and executed such bills of sale, transfers, assignments and other documents deemed necessary by the Buyer to validly and effectively complete the sale, assignment, transfer, conveyance and delivery of all of the Sellers’ legal and beneficial right, title, estate and interest in and to the Purchased Assets .

Section 4.3 Buyer’s Closing Obligations . At Closing, Buyer shall convey to Seller: (i) the Purchase Price, as more fully set forth in Section 2.1 above; and (ii) such other documents as may be reasonably required to complete the transactions set out in this Agreement.

Section 4.4 Concurrent Requirements . At Closing each of the Parties hereto will deliver to the other such documents as are required by the terms of this Agreement to be delivered at the time of Closing and all matters of delivery of documents by the Parties hereto pursuant to this Agreement and the registration of all appropriate documents in all appropriate public offices of registration will be deemed to be concurrent requirements such that nothing is deemed to be completed until everything has been delivered and registered with respect to the purchase and sale contemplated herein.

Section 4.5 Conditions to Obligations of Buyer . The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

(i) each of the representations and warranties of the Seller made in this Agreement will be true and correct in all respects as of the Closing Date;

(ii) Seller shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by the Seller on or before the Closing; and

(iii) no order or provision of any applicable law will be in effect that prohibits or restricts the consummation of the Closing.

Section 4.6 Conditions to Obligations of Seller . The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

(i) each of the representations and warranties of Buyer made in this Agreement will be true and correct in all respects as of the Closing Date;

(ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by the Seller on or before the Closing; and

(iii) no order or provision of any applicable law will be in effect that prohibits or restricts the consummation of the Closing.

ARTICLE 5

MISCELLANEOUS

Section 5.1 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

Section 5.2 Governing Law; Jurisdiction; Venue . THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EXCLUSIVE JURISDICTION AND VENUE SHALL LIE IN NEW YORK, NY.

Section 5.3 Arbitration; Waiver of Trial . Buyer and Sellers hereby agree that any dispute shall be submitted to final and binding arbitration and that the Parties shall not be entitled to a trial by jury.

Section 5.4 Entire Agreement . This Agreement and any Appendices, Schedules and Exhibits hereto contain the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties, either written or oral, between the Parties other than those set forth or referred to herein.

Section 5.5 Expenses . Each of the Parties will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 5.6 Notices . Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (a) delivered in person, by courier or by registered or certified United States Mail to the Person to be notified, with receipt obtained, or (ii) sent by telecopy, telefax or other facsimile or electronic transmission, with “answer back” or other “advice of receipt” obtained, in each case to the appropriate address or number as set forth below. Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by telex, telecopy, telefax or other facsimile or electronic transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first Business Day following the date of such electronic receipt.

Notices to Seller shall be addressed as follows:

Ceres Ventures, Inc.

430 Park Avenue, Suite 702

New York, NY 10022

or at such other address or to such other telecopy, telefax or other facsimile or electronic transmission number and to the attention of such other Person as Sellers may designate by written notice to Buyer.

Notices to Buyer shall be addressed to:

Acqua Innovations, Inc.

[ADDRESS]

Attention: President

and a copy, which shall not constitute notice, to:

Sierchio & Company, LLP

430 Park Avenue, Suite 702

New York, NY 10022

Attention: Joseph Sierchio, Esq.

Telephone: (212) 246-3030

Facsimile: (212) 246-3039

or at such other address or to such other telecopy, telefax or other facsimile or electronic transmission number and to the attention of such other Person as Buyer may designate by written notice to Seller.

Section 5.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns by any Party without the express written consent of the non-assigning or non-delegating Party, such consent shall not unreasonably be withheld.

Section 5.8 Amendments and Waivers . This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought which instrument and expressly identified as a modification or amendment. Any Party may, only by an instrument in writing and expressly identified as a waiver, waive compliance by another Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by any Party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

Section 5.9 Appendices, Schedules and Exhibits . All Appendices, Schedules and Exhibits hereto which are referred to herein are hereby made a part of this Agreement and incorporated herein by such reference.

Section 5.10 Interpretation . It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(b) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(d) each Exhibit and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement (including Schedule A which shall be considered part of the main body of this Agreement) and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail;

(e) the term “cost” includes expense and the term “expense” includes cost;

(f) the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof; and

(g) “include” and “including” shall mean include or including without limiting the generality of the description of the preceding term.

Section 5.11 Agreement for the Parties’ Benefit Only . This Agreement is for the sole benefit of Buyer, Sellers and their respective successors and assigns as permitted herein and no other person shall be entitled to enforce this Agreement, rely on any representation, warranty, covenant or agreement contained herein, receive any rights hereunder or be a third party beneficiary of this Agreement.

Section 5.12 Attorneys’ Fees . Each Party shall be responsible for its own attorneys’ fees associated with the Closing and execution of this Agreement. In the event that a dispute or controversy arises as a result of the subject matter set forth in this Agreement, the prevailing party shall be entitled to costs and fees, including attorney’s fees, associated with the enforcement of the terms of this Agreement.

Section 5.13 Severability . If any term, provision or condition of this Agreement, or any application thereof, is held invalid, illegal or unenforceable in any respect under any Law, this Agreement shall be reformed to the extent necessary to conform, in each case consistent with the intention of the Parties, to such Law, and to the extent such term, provision or condition cannot be so reformed, then such term, provision or condition (or such invalid, illegal or unenforceable application thereof) shall be deemed deleted from (or prohibited under) this Agreement, as the case may be, and the validity, legality and enforceability of the remaining terms, provisions and conditions contained herein (and any other application such term, provision or condition) shall not in any way be affected or impaired thereby. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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