ex10-2.htm


    

      


       

      RETURN
TO TREASURY AGREEMENT

       

      THIS AGREEMENT made effective
as of December 4, 2009

       

      BETWEEN:

       

      UPSTREAM BIOSCIENCES INC., a
Nevada company having its office at Suite 200 – 1892 West Broadway, Vancouver,
British Columbia, Canada V6J 1Y9

       

      (the
“Company”)

       

      AND:

       

      DEXSTER SMITH of c/o Suite 200
– 1892 West Broadway, Vancouver, British Columbia, Canada V6J 1Y9

       

      (the
“Shareholder”)

       

      WHEREAS:

       

      A. Following
the transfer of 3,904,530 shares of the Company’s common stock (each, a
“Share”), the Shareholder is the registered and beneficial owner of 8,095,470
Shares; and

       

      B. The
Shareholder has agreed to return the remaining 8,095,470 Shares held by him
(the “Surrendered Shares”) to the treasury of the Company for the sole
purpose of the Company cancelling the Surrendered Shares;

       

      NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and sum of $1.00 now
paid by the Company to the Shareholder and other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, the
parties hereto hereby agree as follows:

       

      Surrender
of Surrendered Shares

       

      1. The
Shareholder hereby surrenders to the Company the Surrendered Shares and delivers
to the Company herewith a share certificate or certificates representing the
Surrendered Shares, duly endorsed for transfer in blank, signatures
guaranteed.  The Company hereby acknowledges receipt from the
Shareholder of the certificates for the sole purpose of cancelling the
Surrendered Shares pursuant to this Agreement.

       

      Retirement
of Surrendered Shares

       

      2. The
Company shall forthwith retire the Surrendered Shares pursuant to §78.283 of
Chapter 78 of the Nevada Revised Statutes.

       

      Representations
and Warranties

       

      3. The
Shareholder represents and warrants to the Company that he is the owner of the
Surrendered Shares and that he has good and marketable title to the Surrendered
Shares and that the Surrendered Shares are free and clear of all liens, security
interests or pledges of any kind whatsoever.


      
        
           


        

        
           


          
            

          

        

        
           


          
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      Release

       

      4. The
Shareholder, together with his heirs, executors, administrators, and assigns,
does hereby remise, release and forever discharge the Company, its respective
directors, officers, shareholders, employees and agents, and their respective
successors and assigns, of and from all claims, causes of action, suits and
demands whatsoever which the Shareholder ever had, now or may have howsoever
arising out of the original grant and the retirement of the Surrendered
Shares.

       

      General

       

      5. Each of
the parties will execute and deliver such further and other documents and do and
perform such further and other acts as any other party may reasonably require to
carry out and give effect to the terms and intention of this
Agreement.

       

      6. Time is
expressly declared to be the essence of this Agreement.

       

      7. The
provisions contained herein constitute the entire agreement among the Company
and the Shareholder respecting the subject matter hereof and supersede all
previous communications, representations and agreements, whether verbal or
written, among the Company and the Shareholder with respect to the subject
matter hereof.

       

      8. This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

       

      9. This
Agreement is not assignable without the prior written consent of the parties
hereto.

       

      10. This
Agreement will be governed by and construed in accordance with the law of the
Province of British Columbia.

       

      11. This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by electronic means will constitute proper delivery, provided
that originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

       

      12. The
Company has obtained legal advice concerning this Agreement and has requested
that the Shareholder obtain independent legal advice with respect to same before
executing it.  In executing this Agreement, the Shareholder represents
and warrants to the Company that he has been advised to obtain independent legal
advice, and that prior to the execution of this Agreement he has obtained
independent legal advice or has, in his discretion, knowingly and willingly
elected not to do so.


      
        
           


        

        
           


          
            

          

        

        
           


          
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      IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the date first above
written.

       

      UPSTREAM
BIOSCIENCES INC.

       

      


       

      


       

      Per:           /s/
Jeffrey
Bacha                                                      

       

      Authorized Signatory

      


       

      


      
        	
                SIGNED,
      SEALED and DELIVERED by DEXSTER SMITH in the
      presence of:

                                                                                            

                Signature

                                                                                            

                Print
      Name

                                                                                            

                Address

                                                                                            

                                                                                            

                Occupation

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                /s/ Dexster
      Smith                                                               

                DEXSTER
      SMITH