EXHIBIT 10.8
DEBT-EQUITY CONVERSION AGREEMENT
THIS AGREEMENT is made and entered into this 4th day of November, 1999, by
and between STRATUS SERVICES GROUP, INC., a Delaware corporation, whose address
is 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Debtor") and B & R
EMPLOYMENT, INC. whose address 000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000
("Creditor") and XXXX X. XXXX, XX. ("Xxxx").
WHEREAS, Creditor is the holder of certain Promissory Notes in conjunction
with the Asset Purchase Agreement between the parties dated January 4, 1999; and
WHEREAS, Debtor desires to convert said Promissory Notes from debt to
equity, as follows:
Promissory Notes $1,557,000.00
Less Credits:
Amount due Stratus under
A/R Purchase Agreement (190,732.00)
B & R's share of AGR Finder's Fee (64,000.00)
Plus Interest 103,082.00
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SUBTOTAL $1,405,350.00
Less Reserve
(which will remain as debt) (24,000.00)
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NET DUE (to be converted from debt to equity) $1,381,350.00
NOTE: Additional payments and accrued interest subsequent to September 30, 1999
and through the conversion will adjust the Net Due.
NOW THEREFORE, intending to be legally bound, and in consideration of the
mutual promises, covenants, and agreements hereinafter set forth, Debtor and
Creditor hereby agree as follows:
1. The recitals are incorporated herein and made a part hereof.
2. The parties hereby agree to convert all of the outstanding
indebtedness in the name of Creditor on the books of Debtor, as of
the date of Debtor's initial public offering of common stock ("IPO")
into shares of Debtors common stock at the strike price. Debtor
shall deliver the shares of stock to Creditor within ten (10)
business days of the IPO.
3. All agreements currently in effect between Debtor, Creditor and Xxxx
shall remain in full force and effect until the IPO. After the IPO
all agreements currently in effect between the parties shall be null
and void and have no further effect.
4. Debtor will indemnify and hold Creditor harmless from any and all
costs and expenses, including but not limited to reasonable
attorneys fees and Court costs, which Creditor incurs as the result
entering into this agreement with Debtor.
5. If the IPO does not occur by March 1, 2000, this agreement shall be
null and void.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the date set forth above.
SIGNATURES ON FOLLOWING PAGES
CREDITOR
B & R EMPLOYMENT, INC.
By: /s/ Xxxx X. Xxxx, Xx.
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Name: Xxxx X. Xxxx, Xx.
Title: President
STATE OF DELAWARE :
: SS.
NEW CASTLE COUNTY :
BE IT REMEMBERED, That on this 5th day of November, 1999, personally
appeared before me, the Subscriber, a Notary Public for the County and State
aforesaid, Xxxx X. Xxxx, Xx. being duly sworn by me according to law, deposes
and says that he is a party to the foregoing instrument, known to me personally
to be such, and acknowledges that such instrument is his act and deed.
GIVEN under my Hand and Seal of Office, the day and year aforesaid.
[SEAL OF
XXXXX X. XXXX
ATTORNEY AT LAW
1999
DELAWARE
INFORMATION ON NOTARIAL ACTS]
/s/ Xxxx X. Xxxx
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Notary Public
Name:
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My Commission Expires:
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DEBTOR
STRATUS SERVICES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Chairman
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STATE OF NEW JERSEY :
: SS.
COUNTY OF MONMOUTH :
BE IT REMEMBERED, That on this 4th day of November, 1999, personally
appeared before me, the Subscriber, a Notary Public for the County and State
aforesaid, XXXXXX X. XXXXXXX, who being duly sworn by me according to law,
deposes and says that he is a party to the foregoing instrument, known to me
personally to be such, and acknowledge that such instrument is his act and
deed.
GIVEN under my Hand and Seal of Office, the day and year aforesaid.
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
Name:
-----------------------------------
My Commission Expires:
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[SEAL OF
XXXXX X. XXXXXXXX
Notary Public, State of New Jersey
No. 2078363
Qualified in Monmouth County
Commission Expires July 24, 2000]
BY: /s/ Xxxx X. Xxxx, Xx.
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Xxxx X. Xxxx, Xx., Individually
STATE OF DELAWARE :
: SS.
NEW CASTLE COUNTY :
BE IT REMEMBERED, That on this 5th day of November, 1999, personally
appeared before me, the Subscriber, a Notary Public for the County and State
aforesaid, XXXX X. XXXX, XX., who being duly sworn by me according to law,
deposes and says that he is a party to the foregoing instrument, known to me
personally to be such, and acknowledges that such instrument is his act and
deed.
GIVEN under my Hand and Seal of Office, the day and year aforesaid.
[SEAL OF
XXXXX X. XXXX
ATTORNEY AT LAW
1999
DELAWARE
INFORMATION ON NOTARIAL ACTS]
/s/ Xxxxx X. Xxxx
----------------------------------------
Notary Public
Name:
-----------------------------------
My Commission Expires:
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