Exhibit 10.22


 


Ceres
Ventures, Inc.


 


4% NON NEGOTIABLE CONVERTIBLE PROMISSORY
NOTE


 


	Principal Amount: $144,999.96	Issue Date: June 30, 2012


 


FOR VALUE RECEIVED,
CERES VENTURES, INC., a Nevada corporation (“Borrower”), hereby promises to pay to STRATEGIC EDGE, LLC,
a Maryland limited liability corporation, (the “Holder”) or his registered assigns or successors in interest
or order, without demand, the sum of ONE HUNDRED AND FORTY FOUR THOUSAND NINE HUNDRED AND NINETY NINE DOLLARS AND NINETY SIX CENTS
($144,999.96) (“Principal Amount”),
together with interest thereon as set forth below.


 


Reference is hereby made to the debt restructuring
agreement entered into between the Borrower and Holder as of even date as this Note.


 


ARTICLE 1


 


INTEREST


 


1.1           Interest
Rate. Interest on this Note shall compound quarterly and shall accrue at the annual rate of FOUR PERCENT (4 %) as computed
on the basis of a 365-day year. Interest will begin to accrue as of the date hereof is payable with payment of each installment
of principal due hereunder, accelerated or otherwise.


 


1.2           Default
Interest Rate. Following the occurrence and during the continuance of an Event of Default, which, if susceptible to cure is
not cured within the cure periods (if any) set forth in Article 3, otherwise then from the first date of such occurrence
until cured, the annual interest rate on this Note shall (subject to Section 4.10) be TEN PERCENT (10%), and be due on demand.


 


ARTICLE 2


 


PAYMENT


 


2.1           Due
Date. The Borrower shall pay the Principal Amount and all accrued and unpaid interest on this Note no later than December 31,
2013. The outstanding Principal Amount and accrued and unpaid interest thereon may be prepaid by the Borrower in whole or in part,
without penalty, upon 10 days prior written notice thereof to the Holder (the “Prepayment Notice”).


 


ARTICLE 3


 


EVENTS OF DEFAULT


 


The occurrence
of any of the following events of default (“Event of Default”) shall, at the option of the Holder hereof, make
all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable,
upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:


 


3.1           Failure
to Pay Principal or Interest. The Borrower fails to pay all of the Principal Amount and interest under this Note when due and
such failure continues for a period of eight (8) business days after the due date.


 


3.2           Breach
of Covenant. The Borrower breaches any material covenant or other term or condition of this Note and such breach, if subject
to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.


 



    	 



    	 



    

 


3.3           Breach
of Representations and Warranties. Any material representation or warranty of the Borrower made herein, or in any agreement,
statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in
any material respect as of the Closing Date.


 


3.4           Receiver
or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment
of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall
otherwise be appointed.


 


3.5           Judgments.
Any money judgment, writ or similar final process shall be entered or filed against Borrower or any subsidiary of Borrower in the
United States or any of their property or other assets in the United States for more than $100,000, and shall remain unvacated
or unsatisfied, for a period of sixty days.


 


3.6           Non-Payment.
A default by the Borrower under any one or more obligations in an aggregate monetary amount in excess of $100,000 for more than
twenty (20) days after the due date, unless the Borrower is contesting the validity of such obligation in good faith and has segregated
cash funds equal to not less than one-half of the contested amount.


 


3.7           Bankruptcy.
Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any
law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower
or any Subsidiary of Borrower and if instituted against them are not dismissed within forty-five (45) days of initiation.


 


3.8           Delisting.
Delisting of the Common Stock from the OTC Markets Group Inc. QB tier, or such other exchange on which the Borrower’s common
stock is then quoted for trading (the “Principal Market”) for a period of seven consecutive trading days; or
notification from a Principal Market that the Borrower is not in compliance with the conditions for such continued listing on such
Principal Market.


 


3.9           Stop
Trade. The issuance of a Securities and Exchange Commission or judicial stop trade order or, a Principal Market trading suspension
with respect to Borrower’s Common Stock that lasts for five or more consecutive trading days.


 


3.10         Failure
to Deliver Common Stock or Replacement Note. Borrower’s failure to timely deliver certificates representing the Conversion
Shares to the Holder pursuant to and in the form required by this Note, or if required, a replacement Note.


 


3.11         Reservation
Default. Failure by the Borrower to have reserved for issuance upon conversion of the Note the amount of Common Stock as set
forth in this Note.


 


3.12         Financial
Statement Restatement. The restatement of any financial statements filed by the Borrower for any date or period from two years
prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by
comparison to the unrestated financial statements, have constituted a Material Adverse Effect.


 


ARTICLE 4


 


MISCELLANEOUS


 


4.1           Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 



    	 



    	 



    

 


4.2           Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, facsimile, or email addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be the addresses set forth in the Letter Agreement for delivery of notices thereunder.


 


4.3           Amendment
Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4           Assignees.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.


 


4.5           Cost
of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys’ fees.


 


4.6           No
Rights or Liabilities as Shareholder. This Note does not by itself entitle the Holder to any voting rights or other rights
as a shareholder of the Borrower. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein
of the rights or privileges of the Holder, shall cause the Holder to be a shareholder of the Borrower for any purpose.


 


4.7           Binding
Effect. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however,
that the Borrower shall not assign its rights hereunder in whole or in part without the express written consent of the Holder.


 


4.8           Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the
parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


4.9           Final
Note. This Note contains the complete understanding and agreement of the Borrower and Holder and supersedes all prior representations,
warranties, agreements, arrangements, understandings, and negotiations.


 


4.10         Maximum
Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed
by the Borrower to the Holder and thus refunded to the Borrower.


 


4.11         Construction.
Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Note to favor any party against the other.


 


4.12         Redemption.
This Note may not be redeemed, prepaid or called without the consent of the Holder except as described in this Note.


 


4.13         Non-Business
Days. Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment,
such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.


 



    	 



    	 



    

 


4.14         Conversion
Into Shares. Holder shall have the right, but not obligation, at any time and from time to time
while any portion of the Principal Amount hereof or accrued and unpaid interest thereon is still outstanding, to convert any and
all of the Principal Amount and accrued and unpaid interest thereon into the Borrower’s common stock at a price equal to
$0.10 per share, subject to the following: the exercise price per share shall be proportionately adjusted for any increase
or decrease in the number of issued shares of stock of the Borrower resulting from a stock split, stock dividend, combination,
subdivision or reclassification of shares. If Holder wishes to convert any and all of the Principal
Amount or interest due to it under this Note, Holder shall forward to Borrower a Notice of Conversion, a copy of which is attached
as Appendix A hereto. The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted
portions of this Note. However, the Holder will have the rights of a shareholder of the Borrower with respect to the shares of
common stock to be received after delivery by the Holder of a conversion notice to the Borrower. The Holder may exercise this right
of conversion as to any portion of the outstanding Principal Amount (and accrued and unpaid interest thereon) at any time up to
the date of actual payment thereof to the Holder, including but not limited to any portion of the Principal Amount (and accrued
and unpaid interest thereon) that is the subject of a Prepayment Notice.


 


4.15.         Acceleration
of Payment Upon Change of Control. Upon the occurrence of a Change of Control (as defined below) the then outstanding Principal
Amount and accrued and unpaid interest thereon is immediately due and payable.


 


For purposes of this Agreement, a “Change
in Control” of the Company shall mean any of the following:


 


		(i)	a sale of all or substantially all of the assets of the
Company;



 


		(ii)	the date there shall have been a change in a majority
of the Board of Directors of the Company during a consecutive twelve-month period, unless the nomination for election by the Company’s
shareholders of each new director was approved.by the vote of two-thirds of the directors then still in office who were in office
at the beginning of the twelve-month period; (iii) the date that any person or entity, entities or group of persons (other than
the Executive) both (A) is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of securities of the Company representing more than thirty percent (30%) or more of the combined voting
power of the Company’s then outstanding securities, and (B) has voting control of the Company; (iv) consummation of a merger
or consolidation of the Company with any corporation or other entity, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power
of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (v)
a change in ownership of the Company through a transaction or series of transactions, such that any person or entity is or becomes
the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of securities of the combined voting power of the Company’s then outstanding securities; provided
that, for such purposes, any acquisition by the Company, in exchange for the Company’s securities, shall be disregarded;
or (vi) the Board (or the stockholders if stockholder approval is required by applicable law or under the terms of any relevant
agreement) shall approve a plan of complete liquidation of the Company; provided, however, that a Change of Control shall expressly
not include (A) any consolidation or merger effected exclusively to change the domicile of the Company or (B) any transaction
or series of transactions principally for bona fide equity financing purposes.



 


4.16         Governing
Law. This Note shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts
of laws and principles that would result in the application of the substantive laws of another jurisdiction. Any action brought
by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state
courts of New York or in the federal courts located in the State of New York. Both parties and the individual signing this Note
on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the
Borrower in any other jurisdiction to collect on the Borrower’s obligations to Holder or to enforce a judgment or other court
in favor of the Holder.


 


[Signature
Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, Borrower has
caused this Note to be signed in its name by an authorized officer as of the 30th day of June, 2012.


 


	CERES VENTURES, INC.	 
	 	 	 
	By:	 	 	 
	Name:	Meetesh Patel	 
	Title:	President and Chief Executive Officer