**Exhibit 4.5**

 

**NEITHER THIS SECURITY NOR ANY SECURITIESWHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSIONOR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCEUPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS,AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TOAN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BYA LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.**

 

**CERES VENTURES, INC.**

 

**FORM OF SERIES E STOCK PURCHASE WARRANT**

 

**No. E-**0000

 

**Date of Issuance:**June 30, 2012

 

Ceres Ventures, Inc., a Nevada corporation(the “**Company**”), hereby certifies that [•], its permissible transferees, designees, successors andassigns (collectively, the “**Holder**”), for value received, is entitled to purchase from the Company at any timeand from time to time commencing on the date first appearing above (the “**Issuance Date**”), up to and through12:01a.m. (EST) on December 31, 2016 (the “**Termination Date**”) up to [•] shares (each, a “**Share**”and collectively the “**Shares**”) of the Company’s common stock, par value $0.00001 (the “**CommonStock**”), at an exercise price of $0.10 per Share as (the “**Exercise Price**”). The number of Shares purchasablehereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.

 

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

 

16.         Methodof Exercise; Payment.

 

(a)          *Exercise.*The purchase rights represented by this Warrant may be exercised, either for cash or on a cashless basis, by the Holder, in wholeor in part, at any time, or from time to time, by the surrender of this Warrant (with the notice of exercise form (the “**Noticeof Exercise**”) attached hereto as Exhibit A duly executed) at the principal office of the Company, and by payment****tothe Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which amount may bepaid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or personsin whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to havebecome the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby(and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon whichthis Warrant is exercised.

 

In the event Holder wishes to exercise thisWarrant by means of a “**cashless exercise**” in which Holder shall be entitled to receive a certificate for thenumber of Warrant Shares equal to the quotient obtained by dividing **[(A-B) (X)] by (A)**, where:

 

**(A)** equals the average of the closingprice of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’sCommon Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if theCompany’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of CommonStock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expensesof which shall be paid by the Company for the three (3) Trading Days immediately preceding the date of such election;

 

 

**(B)** equals the Exercise Price ofthe Warrant, as adjusted from time to time in accordance herewith; and

 

**(X)** equals the number of WarrantShares Holder wishes to exercise in accordance with the terms of this Warrant by means of a cashless exercise.

 

(b)          *StockCertificates.* In the event of any exercise of the rights represented by this Warrant, as promptly as practicable after thisWarrant is surrendered and delivered to the Company along with all other appropriate documentation on or after the date of exerciseand in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitledto receive the same a certificate or certificates for the number of Shares issuable upon such exercise. In the event this Warrantis exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the numberof Shares for which this Warrant may then be exercised.

 

(c)          *Taxes.*The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representingsuch Shares, shall be made without charge to the Holder for any tax or other charge in respect of such issuance.

 

17.         Warrant.

 

(a)          *Transferand Replacement.* Subject to compliance with applicable securities laws, this Warrant and all rights hereunder (including, withoutlimitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal officeof the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached heretoas Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon themaking of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrantor Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment,and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptlybe cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without havinga new Warrant issued. The Holder consents that the Company may, if it desires, permit the transfer of this Warrant out of the Holder’sname only when the Holder’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Companythat neither the sale nor the proposed transfer results in a violation of the Securities Act of 1933, as amended (the “**SecuritiesAct**”), or any applicable state “blue sky” laws. At any time prior to the exercise hereof, this Warrant maybe exchanged upon presentation and surrender to the Company, alone or with other warrants of like tenor of different denominationsregistered in the name of the same Holder, for another warrant or warrants of like tenor in the name of such Holder exercisablefor the aggregate number of Shares as the warrant or warrants surrendered.

 

(b)          *Replacementof Warrant.* Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilationof this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactoryin form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, theCompany, at its expense, will execute and deliver in lieu thereof, a new Warrant of like tenor.

 

(c)          *Cancellation.Payment of Expenses.* Upon the surrender of this Warrant in connection with any transfer, exchange or replacement as providedin this Section 2, this Warrant shall be promptly canceled by the Company. The Holder shall pay all taxes and all other expenses(including legal expenses, if any, incurred by the Holder or transferees) and charges payable in connection with the preparation,execution and delivery of Warrants pursuant to this Section 2.

 

(d)          *WarrantRegister.* The Company shall maintain, at its principal executive offices (or at the offices of the transfer agent for the Warrantor such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant(the “**Warrant Register**”), in which the Company shall record the name and address of the person in whose namethis Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

 

 

18.         Rights and Obligations of Holders of this Warrant.

 

The Holder of this Warrant shall not, byvirtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that inthe event any certificate representing shares of Common Stock or other securities is issued to the holder hereof upon exerciseof this Warrant, such holder shall, for all purposes, be deemed to have become the holder of record of such Common Stock on thedate on which this Warrant, together with a duly executed Notice of Exercise, was surrendered and payment of the aggregate ExercisePrice was made, irrespective of the date of delivery of such Common Stock certificate.

 

19.         Adjustments.

 

During the Exercise Period, the ExercisePrice and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Section 4.

 

(a)          *Subdivisionor Combination of Common Stock.* If the Company at any time subdivides (by any stock split, stock dividend, recapitalization,reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares,then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivisionwill be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization,reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after thedate of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionatelyincreased.

 

(b)          *Adjustmentin Number of Shares.* Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 4, the number ofshares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Pricein effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediatelyprior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

 

(c)          *Consolidation,Merger or Sale.* In case of any consolidation of the Company with, or merger of the Company into any other corporation, or incase of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan ofcomplete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provisionwill be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieuof the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securitiesor assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretoforeacquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. Inany such case, the Company will make appropriate provision to insure that the provisions of this Section 4 hereof will thereafterbe applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise ofthis Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof,the successor corporation (if other than the Company) assumes by written instrument the obligations under this Section 4 and theobligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoingprovisions, the holder may be entitled to acquire.

 

(d)          *Distributionof Assets.* In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stockas a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholdersentitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exerciseof this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assetswhich would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date forthe determination of shareholders entitled to such distribution.

 

 

(e)          *Noticeof Adjustment.* Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each suchcase, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resultingfrom such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, settingforth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shallbe certified by the Chief Financial Officer of the Company.

 

(f)          *MinimumAdjustment of Exercise Price.* No adjustment of the Exercise Price shall be made in an amount of less than 1% of the ExercisePrice in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forwardand shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carriedforward, shall amount to not less than 1% of such Exercise Price.

 

(g)          *NoFractional Shares.* No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but the Companyshall round up the number of shares to the issued.

 

(h)          *OtherNotices.* In case at any time:

 

(v)         theCompany shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution(including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;

 

(vi)        theCompany shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class orother rights;

 

(vii)       thereshall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of theCompany with or into, or sale of all or substantially all its assets to, another corporation or entity; or

 

(viii)      thereshall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

 

then, in each such case, the Company shallgive to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be takenfor determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or fordetermining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation,merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation,merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereofby the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shallbe entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or othersecurities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation,or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which theCompany’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect thevalidity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

 

(i)          *CertainEvents.* If any event occurs of the type contemplated by the adjustment provisions of this Section 4 but not expressly providedfor by such provisions, the Company will give notice of such event as provided in Section 9 hereof, and the Company’s Boardof Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable uponexercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

 

20.         Legends.

 

Prior to issuance of the shares of CommonStock underlying this Warrant, all such certificates representing such shares shall bear a restrictive legend to the effect thatthe Shares represented by such certificate have not been registered under the Securities Act, and that the Shares may not be soldor transferred in the absence of such registration or an exemption therefrom, such legend to be substantially in the form of thebold-face language appearing at the top of Page 1 of this Warrant.

 

 

21.         Dispositionof Warrants or Shares.

 

The Holder of this Warrant, each transfereehereof and any holder and transferee of any Shares, by his or its acceptance thereof, agrees that no public distribution of Warrantsor Shares will be made in violation of the provisions of the Securities Act. Furthermore, it shall be a condition to the transferof this Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all ofthe terms and conditions contained in this Warrant.

 

22.         Mergeror Consolidation.

 

The Company will not merge or consolidatewith or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entiretyto another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transfereecorporation, as the case may be, shall expressly assume, by supplemental agreement reasonably satisfactory in form and substanceto the Holder, the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performedand observed by the Company.

 

23.         Notices.

 

Except as otherwise specified herein tothe contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effectiveif given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnightdelivery service (e.g. Federal Express); by facsimile transmission (if no original documents or instruments must accompany thenotice); or by personal delivery. Any such notice shall be deemed to have been given (a) on the business day immediately followingthe mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the business day immediately followingdeposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission ifsent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses(or to such other address or addresses as a party may have advised the other in the manner provided in this Section 8):

 

If to the Company:

 

Ceres Ventures, Inc.

430 Park Avenue

Suite 702

New York, NY 10022

President and ChiefExecutive Officer

 

If to the Holder:

 

[ ]

 

Notwithstanding the time of effectivenessof notices set forth in this Section 8, a Notice of Exercise shall not be deemed effectively given until it has been duly completedand submitted to the Company together with this original Warrant and payment of the Exercise Price in a manner set forth in thisSection 8.

 

24.         GoverningLaw.

 

This Agreement shall be governed by andconstrued solely and exclusively in accordance with and pursuant to the internal laws of the State of New York without regard tothe conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceedingarising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court locatedin the City of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdictionof the federal and state courts located in the City of New York, New York and agree that any process in any such action may beserved upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested,with the same full force and effect as if personally served upon them in New York. The parties hereto expressly and irrevocablywaive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack ofin personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shallbe entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements.

 

 

25.         Successorsand Assigns.

 

This Warrant shall be binding upon and shallinure to the benefit of the parties hereto and their respective successors and assigns.

 

26.         Headings.

 

The headings of various sections of thisWarrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.

 

27.         Severability.

 

If any provision of this Warrant is heldto be unenforceable under applicable law, such provision shall be excluded from this Warrant, and the balance hereof shall be interpretedas if such provision were so excluded.

 

28.         Modificationand Waiver.

 

This Warrant and any provision hereof maybe amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder.

 

29.         SpecificEnforcement.

 

The Company and the Holder acknowledge andagree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordancewith their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunctionor injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisionshereof, this being in addition to any other remedy to which either of them may be entitled by law or equity.

 

30.         Assignment.

 

This Warrant may be transferred or assigned,in whole or in part, at any time and from time to time by the then Holder by submitting this Warrant to the Company together witha duly executed Assignment in substantially the form and substance of the Form of Assignment which accompanies this Warrant asExhibit B hereto, and, upon the Company’s receipt thereof, and in any event, within five (5) business days thereafter, theCompany shall issue a Warrant to the Holder to evidence that portion of this Warrant, if any as shall not have been so transferredor assigned.

 

**[SignaturePage Immediately Follows]**

 

 

**IN WITNESS WHEREOF**, the Company hascaused this Warrant to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized.

 

Date: June 30, 2012

 

CERES VENTURES, INC.

 

 

 

**EXHIBIT A**

 

NOTICE OF EXERCISE

 

To Be Executed by the Holder in Order toExercise the Warrant

 

The undersigned Holder hereby elects to purchase _______ Sharespursuant to the attached Warrant, and requests that certificates for securities be issued in the name of:

 

__________________________________________________________

 

__________________________________________________________

 

__________________________________________________________

(Please type or print name and address)

 

__________________________________________________________

 

(Social Security or Tax Identification Number)

 

and to be delivered to:______________________________________________________________

 

___________________________________________________________________.

 

(Please type or print name and address if different from above)

 

If such number of Shares being purchasedhereby shall not be all the Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of suchShares shall be registered in the name of, and delivered to, the Holder at the address set forth below.

 

In full payment of the purchase price withrespect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $__________ by check, moneyorder or wire transfer payable in United States currency to the order of [________________].

 

HOLDER:

 

 

Dated: _________________