ContractNew Design Cabinets, Inc. • November 20th, 2007 • 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.
NOTE AND WARRANT PURCHASE AGREEMENTNote 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”).
SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries a Preferred Stock and Warrant Purchase Agreement • November 20th, 2007 • New Design Cabinets, Inc. • Wood household furniture, (no upholstered) • Nevada
This Series A Preferred Stock and Warrant Purchase Agreement (this “Agreement”) is made as of ___________, 2007, by and between New Design Cabinets, Inc., a Nevada corporation (the “Company”), and MA Green, LLC, a Delaware limited liability company (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription 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
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.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.
ContractNew Design Cabinets, Inc. • November 20th, 2007 • 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.
