Stratos Renewables CORP Sample Contracts

STRATOS RENEWABLES CORPORATION WARRANT TO PURCHASE COMMON STOCK ****__________ Shares of Common Stock****
Warrant Agreement • August 4th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • Nevada

THIS WARRANT CERTIFIES THAT, for value received, __________, a ____________, or registered assigns (the “Holder”), is entitled to subscribe for and purchase from Stratos Renewables Corporation, a Nevada corporation (the “Company”), up to and including the number of fully paid and nonassessable shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company set forth above, at the exercise price of $0.85 per share ( the “Warrant Exercise Price”) (and as adjusted from time to time pursuant to Section 4 hereof), at any time or from time to time from the date first set forth above (the “Issue Date”) and prior to or upon ___________, 2013 [FIVE YEARS FROM ISSUANCE] (the “Expiration Date”), subject to the provisions and upon the terms and conditions hereinafter set forth:

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Contract
Securities Agreement • April 23rd, 2008 • Stratos Renewables CORP • Industrial organic chemicals

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 20th, 2007 • New Design Cabinets, Inc. • Wood household furniture, (no upholstered) • Nevada

This Note and Warrant Purchase Agreement, dated as of ____________, 2007, (this “Agreement”) is entered into by and among New Design Cabinets, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on signature page hereto (each an “Investor” and, collectively, the “Investors”).

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SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Series a Preferred Stock and Warrant Purchase Agreement • April 23rd, 2008 • Stratos Renewables CORP • Industrial organic chemicals • Nevada

This Series A Preferred Stock and Warrant Purchase Agreement (this “Agreement”) is made as of April 18, 2008, by and between Stratos Renewables, Inc. a Nevada corporation (the “Company”), and _______________________ (the “Investor”).

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STRATOS RENEWABLES CORPORATION UNSECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
Unsecured Convertible Promissory Note and Warrant Purchase Agreement • August 4th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • Nevada

THIS UNSECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _________, 2008, by and among Stratos Renewables Corporation, a Nevada corporation (the “Company”), and the person or entity listed on the schedule of purchasers attached hereto as Schedule I (the “Purchaser”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 20th, 2007 • New Design Cabinets, Inc. • Wood household furniture, (no upholstered) • Nevada

This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in New Design Cabinets, Inc., a Nevada corporation (the “Company”) that will change its name to Stratos Renewables Corporation, promptly following the closing of the offering described herein. The Company is conducting a private placement (the “Private Placement”) of common stock, $.001 par value (the “Common Stock”), of up to $10.0 million. Each share of Common Stock will be sold for $0.70 per share. Fractional shares of Common Stock received by the undersigned will be rounded down. For every two (2) shares of Common Stock purchased by an investor, the investor will receive one (1) warrant to purchase one (1) share of Common Stock, at an exercise price of $.75 per share (the “Warrant”). Fractional Warrants received by the undersigned will be rounded down. The Warrants shall have a “cashless” exercise provision and shall be exercisable for five (5) years from the closing date of

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 20th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • California

This Executive Employment Agreement (“Agreement”) is entered into as of May 16, 2008 (“Effective Date”) by and between Steven Magami, an individual (“Executive”), and Stratos Renewables Corporation, a Nevada corporation (“Company”). Company and Executive are each a “Party” to this Agreement and are sometimes collectively referred to as “Parties.”

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SERVICES AGREEMENT
Services Agreement • April 15th, 2008 • Stratos Renewables CORP • Industrial organic chemicals

object thereof. This agreement cannot be modified or amended, unless it is in writing and with the signature of the legal representatives of each party duly authorized; it is considered that said agreement cannot be modified or amended by any other act, document, usage or custom.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 8th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • California

This Executive Employment Agreement (“Agreement”) is entered into as of May 5, 2008 (“Effective Date”) by and between Thomas Snyder, an individual (“Executive”), and Stratos Renewables Corporation, a Nevada corporation (“Company”). Company and Executive are each a “Party” to this Agreement and are sometimes collectively referred to as “Parties.”

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STRATOS RENEWABLES CORPORATION NOTE PURCHASE FACILITY AGREEMENT
Note Purchase Facility Agreement • March 16th, 2010 • Stratos Renewables CORP • Industrial organic chemicals • California
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STRATOS RENEWABLES CORPORATION WARRANT TO PURCHASE COMMON STOCK **** 714,286 Shares of Common Stock****
Warrant Agreement • August 4th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • California

THIS WARRANT CERTIFIES THAT, for value received, Whitebox Hedged High Yield Partners, LP, a British Virgin Islands limited partnership or registered assigns (the “Holder”), is entitled to subscribe for and purchase from Stratos Renewables Corporation, a Nevada corporation (the “Company”), up to and including the number of fully paid and nonassessable shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company set forth above, at the exercise price of $0.75 per share ( the “Warrant Exercise Price”) (and as adjusted from time to time pursuant to Section III hereof), at any time or from time to time from the date first set forth above (the “Issue Date”) and prior to or upon July 25, 2013 (the “Expiration Date”), subject to the provisions and upon the terms and conditions hereinafter set forth:

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AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG NEW DESIGN CABINETS, INC. AND STRATOS DEL PERU S.A.C. AND THE SECURITY HOLDERS OF STRATOS DEL PERU S.A.C.
Exchange of Securities Agreement • November 20th, 2007 • New Design Cabinets, Inc. • Wood household furniture, (no upholstered) • Nevada

THIS AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES (“Agreement”) is made as of this 14th day of November, 2007, by and among New Design Cabinets, Inc., a Nevada corporation (“NDC”), Stratos Del Peru S.A.C., a Peruvian corporation (“Stratos”), and the security holders of Stratos (the “Stratos Security Holders”) who are listed on Exhibit A hereto and have executed Subscription Agreements in the forms attached in Exhibit B or Exhibit C hereto, as applicable.

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SECURITY AGREEMENT
Security Agreement • July 21st, 2009 • Stratos Renewables CORP • Industrial organic chemicals • California

This SECURITY AGREEMENT, dated as of July 15, 2009 ("Agreement"), is executed by Stratos Renewables Corporation, a Nevada corporation (the “Company”) and each of its wholly-owned subsidiaries party hereto (each a “Subsidiary Grantor” and together with the Company, the “Grantors” and each a “Grantor”) in favor of I2BF Biodiesel Ltd., an exempt private company limited by shares formed and existing under the laws of the British Virgin Islands (the “Collateral Agent”), for its own benefit and on behalf of each Investor (defined below).

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SECURED NOTE AND COMMON STOCK PURCHASE AGREEMENT
Secured Note and Common Stock Purchase Agreement • July 21st, 2009 • Stratos Renewables CORP • Industrial organic chemicals • California

This Secured Note And Common Stock Purchase Agreement (this “Agreement”) is made as of July 15, 2009, by and between Stratos Renewables Corporation, a Nevada corporation (the “Company”), I2BF Biodiesel, Ltd. (“I2BF”) and of Blue Day SC Ventures, a joint venture of BlueDay Limited, a business company existing under the laws of the British Virgin Islands and MA Green, a partnership (“Blue Day SC Ventures”) (each, an “Investor” and collectively, the “Investors”).

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STRATOS RENEWABLES CORPORATION CONSENT AND WAIVER AND AMENDMENT TO SECURITY AGREEMENT
Security Agreement • November 17th, 2009 • Stratos Renewables CORP • Industrial organic chemicals • California

This Consent and Waiver and Amendment to Security Agreement (the “Amendment”) is entered into between Stratos Renewables Corporation, a Nevada corporation (together with its subsidiaries set forth on the signature pages hereto, the “Company”), I2BF Biodiesel Limited, an exempt business company limited by shares existing under the laws of the British Virgin Islands (“I2BF”) and Blue Day SC Ventures, a joint venture of BlueDay Limited, a business company existing under the laws of the British Virgin Islands and MA Green, a partnership (“Blue Day SC Ventures” and together with the Company, the “Parties” and each individually a “Party”) and effective as of November 6, 2009.

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BOARD DIRECTOR AGREEMENT
Board Director Agreement • January 6th, 2010 • Stratos Renewables CORP • Industrial organic chemicals

This Agreement for a Director of the Board of Directors (this “Agreement”) is made and entered into as of this 17th day of June 2009, by and between Stratos Renewables Corporation, a Nevada corporation (the “Company”), and Leonard Brooks, an individual (“Director”), with reference to the following facts:

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STRATOS RENEWABLES CORPORATION SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
Secured Promissory Note and Warrant Purchase Agreement • August 4th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • New York

THIS SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of July 25, 2008, by and among Stratos Renewables Corporation, a Nevada corporation (the “Company”), and the person or entity listed on the schedule of purchasers attached hereto as Schedule I (the “Purchaser”).

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STRATOS RENEWABLES CORPORATION UNSECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Unsecured Convertible Note and Warrant Purchase Agreement • September 3rd, 2008 • Stratos Renewables CORP • Industrial organic chemicals • California

This Unsecured Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of August 27, 2008, by and between Stratos Renewables Corporation, a Nevada corporation (the “Company”), and the investors listed on Schedule I (the “Schedule of Investors”) attached to this Agreement (each an “Investor” and together the “Investors”).

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SERVICES AGREEMENT
Services Agreement • April 15th, 2008 • Stratos Renewables CORP • Industrial organic chemicals

· STRATOS DEL PERÚ S.A.C., identified with Taxpayer’s Registration Number 20515769774, domiciled at Av. Canaval y Moreyra 380 Oficina 401, district of San Isidro, province and department of Lima, duly represented by Mr. Carlos Antonio Salas Vinatea, identified with National Identity Card No. 09378202, and by Mr. Julio César Antonio Alonso Lindley, identified with National Identity Card No. 40401999, according to the powers registered in the Electronic Entry No. 11995912 of the Legal Entities Registry of Lima Registry Office, hereinafter called the “THE PROVIDED”; and, by,

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CONSENT AND WAIVER AND AMENDMENT NO. 2 TO SECURITY AGREEMENT
Security Agreement • March 16th, 2010 • Stratos Renewables CORP • Industrial organic chemicals • California

This Consent and Waiver and Amendment No. 2 to Security Agreement (the “Second Amendment”) is entered into among Stratos Renewables Corporation, a Nevada corporation (together with its subsidiaries set forth on the signature pages hereto, the “Company”), I2BF Biodiesel Limited, an exempt business company limited by shares existing under the laws of the British Virgin Islands (“I2BF”), BlueDay Limited, a business company existing under the laws of the British Virgin Islands (“BlueDay”), and Blue Day SC Ventures, a joint venture of BlueDay and MA Green, a partnership (“Blue Day SC Ventures” and together with the Company and I2BF, the “Parties” and each individually a “Party”) and effective as of March 4, 2010.

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Contract
Securities Agreement • November 20th, 2007 • New Design Cabinets, Inc. • Wood household furniture, (no upholstered)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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SERVICES AGREEMENT
Services Agreement • April 15th, 2008 • Stratos Renewables CORP • Industrial organic chemicals

Each representative, by its own right, declare to have the power to compel THE PROVIDED and THE PROVIDER, as the case may be, in the following terms and conditions:

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AGREEMENT
Consulting Agreement • December 5th, 2007 • Stratos Renewables CORP • Industrial organic chemicals • New York

This Agreement (“Agreement”) is made as of November 26, 2007, by and between STRATOS RENEWABLES CORPORATION (“the Company”), a Nevada corporation, and Green Strategies, Inc. (“Consultant”), with offices in Washington, D.C., for the purpose of engaging the services of Consultant in furthering the interests of STRATOS.

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SERVICES AGREEMENT
Services Agreement • April 15th, 2008 • Stratos Renewables CORP • Industrial organic chemicals

- STRATOS DEL PERÚ S.A.C., identified with Taxpayer’s Registration Number 20515769774, domiciled at Av. Canaval y Moreyra 380 Of. 401, district of San Isidro, province y department of Lima, duly represented by Mr. Carlos Antonio Salas Vinatea, identified with National Identity Card No. 09378202, and by Mr. Julio César Antonio Alonso Lindley, identified with National Identity Card No. 40401999, according to the powers of attorney registered in the Electronic Entry No. 11995912 of the Legal Entities Registry of Lima Registry Office, hereinafter called the “PROVIDED; and, by,

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Environmental Products Agreement
Environmental Products Agreement • April 23rd, 2008 • Stratos Renewables CORP • Industrial organic chemicals • New York

This Environmental Products Agreement (this “Agreement”) is dated as of April 18, 2008 by and between Grey K Fund, LP, a Delaware limited partnership (“Grey K LP”), Grey K Offshore Fund, Ltd., a Cayman Island exempt company (“Grey K Offshore”), and Grey K Offshore Leveraged Fund, Ltd., a Cayman Island exempt company (“Grey K Leveraged”, and together with Grey K LP and Grey K Offshore, “Grey K”), Stratos Renewables Corporation, a Nevada corporation (the “Company”) and Stratos del Peru S.A.C., a Peru corporation (“Stratos SAC”).

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AGREEMENT FOR VICE CHAIRMAN OF BOARD OF DIRECTORS
Vice Chairman Agreement • October 8th, 2008 • Stratos Renewables CORP • Industrial organic chemicals • Nevada

This Agreement for Vice Chairman of the Board of Directors ( the “Agreement”) is entered into effective as of August 27, 2008 (“Effective Date”) by and between Stephen L. Norris, an individual (“Director”), and Stratos Renewables Corporation, a Nevada corporation (the “Company”).

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WORK AGREEMENT
Work Agreement • April 15th, 2008 • Stratos Renewables CORP • Industrial organic chemicals

If STRATOS accepts the extension of the timeframe regarding this agreement the parties are bound to subscribe to the corresponding Addendum according to the formalities described in paragraph 16.1 of the Sixteenth clause of this agreement.

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