0001047469-04-020276 Sample Contracts

WARRANT AGREEMENT between Stratus Services Group, Inc. and American Stock Transfer & Trust Company Dated as of , 2004
Warrant Agreement • June 14th, 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”).

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Maximum of 50,000,000 Units Minimum of 5,000,000 Units STRATUS SERVICES GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 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.

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