Urban Ag Corp. (fka AQUM)

[NavyGirl]

shareholder mtg on Dec 06, R/S on the way


AQUAMER MEDICAL CORP.
8 Algonquian Drive
Natick, MA 01760


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MONDAY, DECEMBER 6, 2010

November 23, 2010

Dear Stockholder:

Notice is hereby given that a Special Meeting of Stockholders of Aquamer Medical Corp. (the “Company”) will be held at the offices of Pryor Cashman LLP, 7 Times Square, New York, NY 10036, on Monday, December 6, 2010 at 1:30 p.m. local time for the following purposes:

·
To consider and vote upon a proposal to amend our Certificate of Incorporation to change the name of our company from Aquamer Medical Corp. to Urban Ag. Corp.

·
To consider and vote upon a proposal to amend our Certificate of Incorporation to implement a reverse stock split of our outstanding common stock at an exchange ratio of one-for-eighty-seven (1:87) and to reduce the number of authorized shares of our common stock from 200,000,000 shares to 15,000,000 shares.

·
To consider and vote upon a proposal to approve and adopt our 2010 Long-Term Incentive Plan.

·
To consider and vote upon a proposal to ratify the appointment of Miller Wachman LLP of Boston, Massachusetts, a registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2010.

Our Board of Directors has fixed November 19, 2010 as the record date (the “Record Date”) for the special meeting. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the special meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 6, 2010: A complete set of proxy materials relating to our special meeting is available on the Internet. These materials, consisting of the Notice of Special Meeting of Stockholders, the proxy statement and the proxy card, may be viewed at http://www.urbanagcorp.net

Details regarding the name change, reverse stock split and the other proposals to be considered at the special meeting are set forth in the enclosed proxy statement, which you are urged to read carefully. Our Board of Directors believes that these proposals are in the best interests of our company and our stockholders and recommends that our stockholders vote FOR the approval of each of them.

Your vote is important. Whether or not you plan to attend the special meeting, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record and decide to attend the special meeting, you may withdraw your proxy and vote in person.

If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the special meeting by obtaining a proxy from your brokerage firm or bank. You should not send any certificates representing common stock with your proxy card.

On behalf of our Board of Directors, I would like to thank you for your continued support and confidence in our Company.


Sincerely,

/s/ Edwin A. Reilly
Edwin A. Reilly
Chief Executive Officer