0001104659-03-018185 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 13th, 2003 • Stratus Services Group Inc • Services-help supply services • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of , 2003, is entered into by and between STRATUS SERVICES GROUP, INC., a Delaware corporation, with headquarters located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 (the “Company”), and the undersigned (the “Buyer”).

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Re: Stratus Services Group, Inc.; Series A Transaction
Series a Transaction Agreement • August 13th, 2003 • Stratus Services Group Inc • Services-help supply services

Please let this serve as memorialization of 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”).

AGREEMENT TO EXCHANGE
Agreement to Exchange Series H Preferred Shares for Series E Preferred Shares • August 13th, 2003 • Stratus Services Group Inc • Services-help supply services • New York

THIS AGREEMENT, dated as of July , 2003, is entered into by and between STRATUS SERVICES GROUP, INC., a Delaware corporation, with headquarters located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 (the “Company”) and Pinnacle Investment Partners, L.P., a New York limited partnership, with headquarters c/o Delta Asset Management, The Trump Tower, 40 Wall Street, 33rd Floor, New York, New York 10005 (“Pinnacle”).

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