WARRANT AGREEMENT between Stratus Services Group, Inc. and American Stock Transfer & Trust Company Dated as of , 2004Warrant Agreement • March 30th, 2004 • Stratus Services Group Inc • Services-help supply services • Delaware
This Agreement, dated as of , 2004, is between Stratus Services Group, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, a New York corporation(the “Warrant Agent”).
Maximum of 10,000,000 Units Minimum of 1,000,000 Units STRATUS SERVICES GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2004 • Stratus Services Group Inc • Services-help supply services • Florida
Stratus Services Group, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (the “Agreement”) with the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you have been duly authorized to act as representative (in such capacity, the “Representative”), as set forth below. If you are the only Underwriter, all references herein to the Representative shall be deemed to be references to you. Capitalized terms used in this Agreement without definition have the meanings specified in the Prospectus as defined in Section 2(a) below.
ESCROW AGREEMENTEscrow Agreement • March 30th, 2004 • Stratus Services Group Inc • Services-help supply services
This Escrow Agreement is entered into as of March , 2004, and is between Bank of America, N.A. (the “Escrow Agent”), Noble International Investments, Inc. (the “Underwriter”) and Stratus Services, Inc. (“Stratus”), for the benefit of investors in Stratus’s public offering of certain securities (the “Investors”). Stratus, the Underwriter and the Investors are herein referred to as the “Interested Parties.”
Via Fax: 011 1 480 436 231Amendment to the Prior Agreement Dated July 31, 2003 • March 30th, 2004 • Stratus Services Group Inc • Services-help supply services
Please let this serve as memorialization of an amendment (the “Amendment”) to the prior agreement dated July 31, 2003 (the “Agreement”) between Stratus Services Group, Inc. (“Stratus”) and Artisan (UK) plc (“Artisan”), the sole beneficial shareholder of Stratus’ issued and outstanding Series A Preferred Stock (the “Series A Stock”).
