exhibit10.htm


    
       

      
        
          

        

      

      
         

              

                  Exhibit
            10.72      
    

      

    


    PIGGYBACK
      REGISTRATION RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 2007 (this "Agreement"),
      is
      made by and between STRATUS SERVICES GROUP, INC., a Delaware corporation (the
      "Company"), and Thurston J. Hartford. (the "Holder").

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company has issued to Holder 2,000,000 shares of the common stock, $.01
      par
      value (the "Common Stock"), of the Company (the "Shares"); and

     

    WHEREAS,
      the Company has agreed to provide certain piggyback registration rights under
      the Securities Act of 1933, as amended, and the rules and regulations
      thereunder, or any similar successor statute (collectively, the "Securities
      Act"), with respect to the Shares;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Holder hereby agree as
      follows:

     

    
      	
              1.  

            	
              Definitions.

            


    

     

    
      	
              (a)  

            	
              As
                used in this Agreement, the following terms shall have the following
                meanings:

            


    

     

    
      	
              (i)  

            	
              "Register,"
                "Registered," and "Registration" refer to a registration effected
                by
                preparing and filing a Registration Statement or Statements in compliance
                with the Securities Act and pursuant to Rule 415 under the Securities
                Act
                or any successor rule providing for offering securities on a continuous
                basis ("Rule 415"), and the declaration or ordering of effectiveness
                of
                such Registration Statement by the United States Securities and Exchange
                Commission (the "SEC").

            


    

     

    
      	
              (ii)  

            	
              “Potential
                Material Event” means any of the following: (a) the possession by the
                Company of material information not ripe for disclosure in a registration
                statement, which shall be evidenced by determinations in good faith
                by the
                Board of Directors of the Company that disclosure of such information
                in
                the registration statement would be detrimental to the business and
                affairs of the Company; or (b) any material engagement or activity
                by the
                Company which would, in the good faith determination of the Board
                of
                Directors of the Company, be adversely affected by disclosure in
                a
                registration statement at such time, which determination shall be
                accompanied by a good faith determination by the Board of Directors
                of the
                Company that the registration statement would be materially misleading
                absent the inclusion of such
                information.

            


    

     

    
      	
              (iii)  

            	
              "Registrable
                Securities" means the Shares.

            


    

     

    
      	
              (iv)  

            	
              "Registration
                Statement" means a registration statement of the Company under the
                Securities Act.

            


    

     

    
      	
              (b)  

            	
              Capitalized
                terms used herein and not otherwise defined herein shall have the
                respective meanings set forth in the Securities Purchase
                Agreement.

            


    

     

    
      	
              2.  

            	
              Piggyback
                Registration Rights.

            


    

     

    
      	
              (a)  

            	
              Grant
                of Rights.  If the Company at any time proposes to file a
                Registration Statement (other than upon Form S-4, Form S-8, or any
                successor form) with the Securities and Exchange Commission (the
                "SEC" or
                the “Commission”) relating to the Company’s Common Stock, the Company
                shall give the Holder prompt written notice thereof.  If
                requested by the Holder in writing within 15 days receipt of any
                such
                notice, the Company shall, at the Company’s sole expense (other than the
                fees and disbursements of counsel for such holder and the underwriting
                discounts and commissions, if any, payable in respect of the shares
                of
                Common Stock to be sold by such holder), include in such registration
                the
                Shares.

            


    

     

    
      	
              (b)  

            	
              Underwriter
                Cutbacks.  If the registration relates to an underwritten
                public offering and the good faith judgment of the managing underwriter
                the inclusion of all of the Registrable Securities requested to be
                registered under this Section 2 would adversely affect the marketing
                of
                the shares for which the registration statement was to be filed,
                the
                number of Registrable Securities otherwise to be included in the
                underwritten public offering may be reduced pro rata (by number of
                shares
                requested to be registered) among the Holder and, subject to any
                registration rights existing as of the date of this Agreement, any
                other
                holders of Common Stock requesting registration.  If the
                Registrable Securities are to be distributed through such underwriting
                the
                Holder shall (together with the Company) enter into an underwriting
                agreement in customary form with the underwriter or underwriters
                selected
                by the Company.

            


    

     

    
      	
              3.  

            	
              Obligations
                of the Company.  In connection with the registration of the
                Registrable Securities, the Company shall do each of the
                following.

            


    

     

    
      	
              (a)  

            	
              The
                Company shall keep effective the registration or qualification
                contemplated by Section 2 and shall from time to time amend or supplement
                each applicable registration statement, preliminary prospectus, final
                prospectus, application, document and communication for such period
                of
                time as shall be required to permit the Holder to complete the offer
                and
                sale of the Registrable Securities covered thereby or, in the case
                of an
                underwritten offering, until such time as the offering has been
                terminated.  The Company shall in no event be required to keep
                any such registration or qualification in effect after the Registrable
                Securities can be sold without
                restriction.

            


    

     

    
      	
              (b)  

            	
              The
                Company shall permit a single firm of counsel designated by the Buyer
                to
                review the Registration Statement and all amendments and supplements
                thereto a reasonable period of time prior to their filing with the
                SEC,
                and not file any document in a form to which such counsel reasonably
                objects;

            


    

     

    
      	
              (c)  

            	
              Furnish
                to Holder and its legal counsel identified to the Company (i) promptly
                after the same is prepared and publicly distributed, filed with the
                SEC,
                or received by the Company, one (1) copy of the Registration Statement,
                each preliminary prospectus and prospectus, and each amendment or
                supplement thereto, and (ii) such number of copies of a prospectus,
                and
                all amendments and supplements thereto and such other documents,
                as Holder
                may reasonably request in order to facilitate the disposition of
                the
                Registrable Securities owned by
                Holder;

            


    

     

    
      	
              (d)  

            	
              As
                promptly as practicable after becoming aware of such event, notify
                Holder
                of the happening of any event of which the Company has knowledge,
                as a
                result of which the prospectus included in the Registration Statement,
                as
                then in effect, includes an untrue statement of a material fact or
                omits
                to state a material fact required to be stated therein or necessary
                to
                make the statements therein, in light of the circumstances under
                which
                they were made, not misleading, and use its best efforts promptly
                to
                prepare a supplement or amendment to the Registration Statement or
                other
                appropriate filing with the SEC to correct such untrue statement
                or
                omission, and deliver a number of copies of such supplement or amendment
                to Holder as Holder may reasonably
                request;

            


    

     

    
      	
              (e)  

            	
              As
                promptly as practicable after becoming aware of such event, notify
                Holder
                (or, in the event of an underwritten offering, the managing underwriters)
                of the issuance by the SEC of a Notice of Effectiveness or any notice
                of
                effectiveness or any stop order or other suspension of the effectiveness
                of the Registration Statement at the earliest possible
                time;

            


    

     

    
      	
              (f)  

            	
              Notwithstanding
                the foregoing, if at any time or from time to time after the date
                of
                effectiveness of the Registration Statement, the Company notifies
                the
                Holder in writing of the existence of a Potential Material Event,
                the
                Holder shall not offer or sell any Registrable Securities, or engage
                in
                any other transaction involving or relating to the Registrable Securities,
                from the time of the giving of notice with respect to a Potential
                Material
                Event until such Holder receives written notice from the Company
                that such
                Potential Material Event either has been disclosed to the public
                or no
                longer constitutes a Potential Material
                Event;

            


    

     

    
      	
              (g)  

            	
              Notwithstanding
                anything to the contrary herein, the Company shall not be required
                to
                register the Registrable Securities if counsel for the Company delivers
                an
                opinion to the holders that the proposed sale of Registrable Securities
                may be effected in its entirety within any 90 day period without
                registration and without any further holding period pursuant to Rule
                144
                under the Securities Act of 1933, as
                amended.

            


    

     

    
      	
              4.  

            	
              Obligations
                of the Holder.  In connection with the registration of the
                Registrable Securities, the Holder shall have the following
                obligations:

            


    

     

    
      	
              (a)  

            	
              It
                shall be a condition precedent to the obligations of the Company
                to
                complete the registration pursuant to this Agreement with respect
                to the
                Registrable Securities that the Holder shall furnish to the Company
                such
                information regarding itself, the Registrable Securities held by
                it, and
                the intended method of disposition of the Registrable Securities
                held by
                it, as shall be reasonably required to effect the registration of
                such
                Registrable Securities and shall execute such documents in connection
                with
                such registration as the Company may reasonably request.  At
                least five (5) days prior to the first anticipated filing date of
                the
                Registration Statement, the Company shall notify the Holder of the
                information the Company requires from the Holder (the "Requested
                Information") if the Holder elects to have any of such Holder’s
                Registrable Securities included in the Registration
                Statement.

            


    

     

    
      	
              (b)  

            	
              Holder
                by its acceptance of the Registrable Securities agrees to cooperate
                with
                the Company as reasonably requested by the Company in connection
                with the
                preparation and filing of the Registration Statement hereunder, unless
                Holder has notified the Company in writing of the Holder’s election to
                exclude all of such Holder’s Registrable Securities from the Registration
                Statement; and

            


    

     

    
      	
              (c)  

            	
              Holder
                agrees that, upon receipt of any notice from the Company of the happening
                of any event of the kind described in Section 3(d) or 3(f), above,
                the
                Holder will immediately discontinue disposition of Registrable Securities
                pursuant to the Registration Statement covering such Registrable
                Securities until the Holder’s receipt of the copies of the supplemented or
                amended prospectus contemplated by Section 3(d) or 3(f) and, if so
                directed by the Company, the Holder shall deliver to the Company
                (at the
                expense of the Company) or destroy (and deliver to the Company a
                certificate of destruction) all copies in the Holder’s possession, of the
                prospectus covering such Registrable Securities current at the time
                of
                receipt of such notice.

            


    

     

    
      	
              5.  

            	
              Expenses
                of Registration.  All expenses, other than underwriting
                discounts and commissions, incurred in connection with registrations,
                filings or qualifications pursuant to Section 3, but including, without
                limitation, all registration, listing, and qualifications fees, printers
                and accounting fees, the fees and disbursements of counsel for the
                Company, shall be borne by the
                Company.

            


    

     

    
      	
              6.  

            	
              Indemnification.  In
                the event any Registrable Securities are included in a Registration
                Statement under this Agreement:

            


    

     

    
      	
              (a)  

            	
              To
                the extent permitted by law, the Company will indemnify and hold
                harmless
                the Holder, the directors, if any, of the Holder, the officers, if
                any, of
                the Holder, each person, if any, who controls the Holder within the
                    meaning of the Securities Act or the Securities Exchange Act
                of 1934 (the
                "Exchange Act") (each, an "Indemnified Person" or “Indemnified Party”),
                against any losses, claims, damages, liabilities or expenses (joint
                or
                several) (including reasonable attorneys fees) incurred (collectively,
                "Claims") to which any of them may become subject under the Securities
                Act, the Exchange Act or otherwise, insofar as such Claims (or actions
                or
                proceedings, whether commenced or threatened, in respect thereof)
                arise
                out of or are based upon any of the following statements, omissions
                or
                violations in the Registration Statement, or any post-effective amendment
                thereof, or any prospectus included therein: (i) any untrue statement
                or
                alleged untrue statement of a material fact contained in the Registration
                Statement or any post-effective amendment thereof or the omission
                or
                alleged omission to state therein a material fact required to be
                stated
                therein or necessary to make the statements therein not misleading,
                (ii)
                any untrue statement or alleged untrue statement of a material fact
                contained in the final prospectus (as amended or supplemented, if
                the
                Company files any amendment thereof or supplement thereto with the
                SEC) or
                the omission or alleged omission to state therein any material fact
                necessary to make the statements made therein, in light of the
                circumstances under which the statements therein were made, not misleading
                or (iii) any violation or alleged violation by the Company of the
                Securities Act, the Exchange Act, any state securities law or any
                rule or
                regulation under the Securities Act, the Exchange Act or any state
                securities law (the matters in the foregoing clauses (i) through
                (iii)
                being, collectively, "Violations").  Subject to clause (b) of
                this Section 6, the Company shall reimburse the Holder, promptly
                as such
                expenses are incurred and are due and payable, for any legal fees
                or other
                reasonable expenses incurred by them in connection with investigating
                or
                defending any such Claim.  Notwithstanding anything to the
                contrary contained herein, the indemnification agreement contained
                in this
                Section 6(a) shall not (I) apply to a Claim arising out of or based
                upon a
                Violation which occurs in reliance upon and in conformity with information
                furnished in writing to the Company by or on behalf of any Indemnified
                Person expressly for use in connection with the preparation of the
                Registration Statement or any such amendment thereof or supplement
                thereto, (II) be available to the extent such Claim is based on a
                failure
                of the Holder to deliver or cause to be delivered the prospectus
                made
                available by the Company; or (III) apply to amounts paid in settlement
                of
                any Claim if such settlement is effected without the prior written
                consent
                of the Company, which consent shall not be unreasonably
                withheld.  The Holder will indemnify the Company and its
                officers, directors and agents against any claims arising out of
                or based
                upon a Violation which occurs in reliance upon and in conformity
                with
                information furnished in writing to the Company, by or on behalf
                of the
                Holder, expressly for use in connection with the preparation of the
                Registration Statement, subject to such limitations and conditions
                as are
                applicable to the Indemnification provided by the Company to this
                Section
                6. Such indemnity shall remain in full force and effect regardless
                of any
                investigation made by or on behalf of the Indemnified Person and
                shall
                survive the transfer of the Registrable Securities by the Holder
                pursuant
                to Section 8;

            


    

     

    
      	
              (b)  

            	
              Promptly
                after receipt by an Indemnified Person or Indemnified Party under
                this
                Section 6 of notice of the commencement of any action (including
                any
                governmental action), such Indemnified Person or Indemnified Party
                shall,
                if a Claim in respect thereof is to be made against any indemnifying
                party
                under this Section 6, deliver to the indemnifying party a written
                notice
                of the commencement thereof and the indemnifying party shall have
                the
                right to participate in, and, to the extent the indemnifying party
                so
                desires, jointly with any other indemnifying party similarly noticed,
                to
                assume control of the defense thereof with counsel mutually satisfactory
                to the indemnifying party and the Indemnified Person or the Indemnified
                Party, as the case may be.  In case any such action is brought
                against any Indemnified Person or Indemnified Party, and it notifies
                the
                indemnifying party of the commencement thereof, the indemnifying
                party
                will be entitled to participate in, and, to the extent that it may
                wish,
                jointly with any other indemnifying party similarly notified, assume
                the
                defense thereof, subject to the provisions herein stated and after
                notice
                from the indemnifying party to such Indemnified Person or Indemnified
                Party of its election so to assume the defense thereof, the indemnifying
                party will not be liable to such Indemnified Person or Indemnified
                Party
                under this Section 6 for any legal or other reasonable out-of-pocket
                expenses subsequently incurred by such Indemnified Person or Indemnified
                Party in connection with the defense thereof other than reasonable
                costs
                of investigation, unless the indemnifying party shall not pursue
                the
                action of its final conclusion.  The Indemnified Person or
                Indemnified Party shall have the right to employ separate counsel
                in any
                such action and to participate in the defense thereof, but the fees
                and
                reasonable out-of-pocket expenses of such counsel shall not be at
                the
                expense of the indemnifying party if the indemnifying party has assumed
                the defense of the action with counsel reasonably satisfactory to
                the
                Indemnified Person or Indemnified Party. The failure to deliver written
                notice to the indemnifying party within a reasonable time of the
                commencement of any such action shall not relieve such indemnifying
                party
                of any liability to the Indemnified Person or Indemnified Party under
                this
                Section 6, except to the extent that the indemnifying party is prejudiced
                in its ability to defend such action.  The indemnification
                required by this Section 6 shall be made by periodic payments of
                the
                amount thereof during the course of the investigation or defense,
                as such
                expense, loss, damage or liability is incurred and is due and
                payable.

            


    

     

    
      	
              7.  

            	
              Contribution.  To
                the extent any indemnification by an indemnifying party is prohibited
                or
                limited by law, the indemnifying party agrees to make the maximum
                contribution with respect to any amounts for which it would otherwise
                be
                liable under Section 6 to the fullest extent permitted by law;
                provided, however, that (a) no contribution shall be made
                under circumstances where the maker would not have been liable for
                indemnification under the fault standards set forth in Section 6;
                (b) no
                seller of Registrable Securities guilty of fraudulent misrepresentation
                (within the meaning of Section 10(f) of the Securities Act) shall
                be
                entitled to contribution from any seller of Registrable Securities
                who was
                not guilty of such fraudulent misrepresentation; and (c) contribution
                by
                any seller of Registrable Securities shall be limited in amount to
                the net
                amount of proceeds received by such seller from the sale of such
                Registrable Securities.

            


    

     

    
      	
              8.  

            	
              Assignment
                of the Registration Rights.  The rights to have the Company
                register Registrable Securities pursuant to this Agreement shall
                be
                automatically assigned by the Holder to any transferee of the Registrable
                Securities (or all or any portion of the Warrant which is exercisable
                for
                such securities) only if:  (a) the Holder agrees in writing with
                the transferee or assignee to assign such rights, and a copy of such
                agreement is furnished to the Company within a reasonable time after
                such
                assignment, (b) the Company is, within a reasonable time after such
                transfer or assignment, furnished with written notice of (i) the
                name and
                address of such transferee or assignee and (ii) the securities with
                respect to which such registration rights are being transferred or
                assigned, (c) immediately following such transfer or assignment the
                further disposition of such securities by the transferee or assignee
                is
                restricted under the Securities Act and applicable state securities
                laws,
                and (d) at or before the time the Company received the written notice
                contemplated by clause (b) of this sentence the transferee or assignee
                agrees in writing with the Company to be bound by all of the provisions
                contained herein.  In the event of any delay in filing or
                effectiveness of the Registration Statement as a result of such
                assignment, the Company shall not be liable for any damages arising
                from
                such delay.

            


    

     

    
      	
              9.  

            	
              Amendment
                of Registration Rights.  Any provision of this Agreement may
                be amended and the observance thereof may be waived (either generally
                or
                in a particular instance and either retroactively or prospectively),
                only
                with the written consent of the Company and the
                Holder.

            


    

     

    
      	
              10.  

            	
              Miscellaneous.

            


    

     

    
      	
              (a)  

            	
              Notices
                required or permitted to be given hereunder shall be in writing and
                shall
                be deemed to be sufficiently given when personally delivered (by
                hand, by
                courier, by telephone line facsimile transmission, receipt confirmed,
                or
                other means) or sent by certified mail, return receipt requested,
                properly
                addressed and with proper postage pre-paid (i) if to the Company,
                Stratus
                Services Group, Inc., 149 Avenue at the Common, Suite 4, Shrewsbury,
                New
                Jersey 07702, Attention:  Michael A. Maltzman, Telecopier No.:
                (732) 294-1133; with a copy to Giordano, Halleran & Ciesla, P.C., 125
                Half Mile Road, P.O. Box 190, Middletown, New Jersey 07748, Attention:
                Philip D. Forlenza, Esq., Telecopier No.: (732) 224-6599; (ii) if
                to the
                Holder, at: ________________________________ or at such other address
                as
                each such party furnishes by notice given in accordance with this
                Section
                11(b), and shall be effective, when personally delivered, upon receipt
                and, when so sent by certified mail, four (4) calendar days after
                deposit
                with the United states Postal
                Service.

            


    

     

    
      	
              (b)  

            	
              Failure
                of any party to exercise any right or remedy under this Agreement
                or
                otherwise, or delay by a party in exercising such right or remedy,
                shall
                not operate as a waiver thereof.

            


    

     

    
      	
              (c)  

            	
              This
                Agreement shall be governed by and interpreted in accordance with
                the laws
                of the State of New Jersey.  Each of the parties consents to the
                jurisdiction of the federal courts whose districts encompass any
                part of
                the State of New Jersey or the state courts of the State of New Jersey
                in
                connection with any dispute arising under this Agreement and hereby
                waives, to the maximum extent permitted by law, any objection, including
                any objection based on forum non coveniens, to the bringing of
                any such proceeding in such jurisdictions.  A facsimile
                transmission of this signed Agreement shall be legal and binding
                on all
                parties hereto.  This Agreement may be signed in one or more
                counterparts, each of which shall be deemed an original.  The
                headings of this Agreement are for convenience of reference and shall
                not
                form part of, or affect the interpretation of, this
                Agreement.  If any provision of this Agreement shall be invalid
                or unenforceable in any jurisdiction, such invalidity or unenforceability
                shall not affect the validity or enforceability of the remainder
                of this
                Agreement or the validity or enforceability of this Agreement in
                any other
                jurisdiction.  This Agreement may be amended only by an
                instrument in writing signed by the party to be charged with
                enforcement.  This Agreement supersedes all prior agreements and
                understandings among the parties hereto with respect to the subject
                matter
                hereof.

            


    

     

    
      	
              (d)  

            	
              This
                Agreement constitutes the entire agreement among the parties hereto
                with
                respect to the subject matter hereof.  There are no
                restrictions, promises, warranties or undertakings, other than those
                set
                forth or referred to herein.  This Agreement supersedes all
                prior agreements and understandings among the parties hereto with
                respect
                to the subject matter hereof.

            


    

     

    
      	
              (e)  

            	
              Subject
                to the requirements of Section 9 hereof, this Agreement shall inure
                to the benefit of and be binding upon the successors and assigns
                of each
                of the parties hereto.

            


    

     

    
      	
              (f)  

            	
              All
                pronouns and any variations thereof refer to the masculine, feminine
                or
                neuter, singular or plural, as the context may
                require.

            


    

     

    
      	
              (g)  

            	
              The
                headings in this Agreement are for convenience of reference only
                and shall
                not limit or otherwise affect the meaning
                thereof.

            


    

     

    
      	
              (h)  

            	
              This
                Agreement may be executed in two or more counterparts, each of which
                shall
                be deemed an original but all of which shall constitute one and the
                same
                agreement.  This Agreement, once executed by a party, may be
                delivered to the other party hereto by telephone line facsimile
                transmission of a copy of this Agreement bearing the signature of
                the
                party so delivering this Agreement.

            


    

     

    
      	
              (i)  

            	
              Neither
                party shall be liable for consequential
                damages.

            


    

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

     

    STRATUS
      SERVICES GROUP,
      INC.

     

    By:
/s/
      Joseph J.
      Raymond

    Name:
      Joseph J. Raymond

    Title:
      President and Chief Executive
      Officer

     

    


     

    /s/
      Thurston J.
      Hartford

    Thurston
      J. Hartford