**Exhibit  4.1.12**

** **

**SECURITIESPURCHASE AGREEMENT**

 

**THISSECURITIES PURCHASE AGREEMENT**, dated as of July 30, 2002, isentered into by and between STRATUS SERVICES GROUP, INC., a Delawarecorporation, with headquarters located at 500 Craig Road, Suite 201, Manalapan,New Jersey 07726 (the “Company”), and the undersigned (the “Buyer”).

 

**W I T NE S S E T H**:

 

**WHEREAS**,the Buyer wishes to purchase from the Company, upon the terms and subject tothe conditions of this Agreement, 10,000 shares of Series F Preferred Stock,having the rights, preferences and privileges set forth on Schedule I attachedhereto (the “Securities”);

 

**WHEREAS**,in order to induce the Buyer to purchase the Securities, the Company desires toenter into this Agreement and make the representations, warranties andcovenants contained herein.

 

**NOWTHEREFORE**, in consideration of the premises and the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties agree asfollows:

 

**1.**             **AGREEMENT TO PURCHASE.**

 

**a.**             **Purchase.** The undersigned hereby agrees to purchase the Securities from theCompany for an aggregate purchase price of $1,000,000.

 

**b.**             **Form of Payment.**  The Buyer shall pay the purchase price for the Securities bycashier’s check or by wiring immediately available good funds in United StatesDollars to the Company.

 

**2.  BUYER REPRESENTATIONS, WARRANTIES, ETC.;ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.**

 

The Buyerrepresents and warrants to, and covenants and agrees with, the Company asfollows:

 

**a.**             The Buyer ispurchasing the Securities for his own account for investment only and not witha view towards the public sale or distribution thereof and not with a view toor for sale in connection with any distribution thereof;

 

**b.**             The Buyer is (i) an“accredited investor” as that term is defined in Rule 501 of the General Rulesand Regulations under the Securities Act of 1933, as amended (the “1933 Act”)by reason of Rule 501(a)(3), and (ii) experienced in making investments of thekind described in this Agreement and the related documents, (iii) able, byreason of the business and financial experience of its officers (if an entity)and professional advisors (who are not affiliated with or compensated in any wayby the Company or any of its affiliates or selling agents), to protect his owninterests in connection with the transactions described in this Agreement, andthe related documents, and (iv) able to afford the entire loss of hisinvestment in the Shares;

 

**c.**             The Buyer understandsthat the Securities are being offered and sold to him in reliance on specificexemptions from the registration requirements of United States federal andstate securities laws and that the Company is relying upon the truth and accuracyof, and the Buyer’s compliance with, the representations, warranties,agreements, acknowledgements and understandings of the Buyer set forth hereinin order to determine the availability of such exemptions and the eligibilityof the Buyer to acquire the Securities;

 

**e.**             The Buyer and hisadvisors, if any, have been furnished with all materials relating to thebusiness, finances and operations of the Company and materials relating to theoffer and sale of the Securities which have been requested by the Buyer. TheBuyer and his advisors, if any, have been afforded the opportunity to askquestions of the Company and have received complete and satisfactory answers toany such inquiries.

 

**f.**              The Buyerunderstands that no United States federal or state agency or any othergovernment or governmental agency has passed on or made any recommendation orendorsement of the Securities;

 

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**g.**             This Agreement hasbeen duly and validly authorized, executed and delivered on behalf of the Buyerand is a valid and binding agreement of the Buyer enforceable in accordancewith its terms, subject as to enforceability to general principles of equityand to bankruptcy, insolvency, moratorium and other similar laws affecting theenforcement of creditors’ rights generally.

 

**3.****             COMPANYREPRESENTATIONS, ETC.**

 

The Companyrepresents and warrants to the Buyer that:

 

**a.****             Concerning the CommonStock.**   There are no preemptiverights of any stockholder of the Company, as such, to acquire the Company’sCommon Stock.

 

**b.****             Reporting CompanyStatus.**  The Company is acorporation duly organized, validly existing and in good standing under thelaws of the State of Delaware, and has the requisite corporate power to own itsproperties and to carry on its business as now being conducted.  The Company is duly qualified as a foreigncorporation to do business and is in good standing in each jurisdiction wherethe nature of the business conducted or property owned by it makes suchqualification necessary other than those jurisdictions in which the failure toso qualify would not have a material and adverse effect on the business,operations, properties, prospects or condition (financial or otherwise) of theCompany.  The Company has registered itsCommon Stock pursuant to Section 12 of the Securities Exchange Act of 1934, asamended (the “1934 Act”), and the Common Stock is listed and traded on the OTCBulletin Board.

 

**c.****             Authorized Shares.**The shares of Common Stock issuable upon conversion of the Securities (the“Shares”) will be duly authorized and, when issued to Buyer, will be duly andvalidly issued, fully paid and non-assessable and will not subject the holderthereof to personal liability by reason of being such holder.

 

**d.****             Securities PurchaseAgreement.**  This Agreement and thetransactions contemplated hereby, have been duly and validly authorized by theCompany, this Agreement has been duly executed and delivered by the Company andis a valid and binding agreement of the Company enforceable in accordance withits terms, subject as to enforceability to general principles of equity and tobankruptcy, insolvency, moratorium, and other similar laws affecting theenforcement of creditors’ rights generally.

 

**e.****             Non-contravention. **The execution and delivery of thisAgreement by the Company, the issuance of the Securities, and the consummationby the Company of the other transactions contemplated by this Agreement do notand will not conflict with or result in a breach by the Company of any of theterms or provisions of, or constitute a default under (i) the articles ofincorporation or by-laws of the Company, (ii) any indenture, mortgage, deed oftrust, or other material agreement or instrument to which the Company is aparty or by which it or any of its properties or assets are bound, (iii) to itsknowledge, any existing applicable law, rule, or regulation or any applicabledecree, judgment, or (iv) to its knowledge, order of any court, United Statesfederal or state regulatory body, administrative agency, or other governmentalbody having jurisdiction over the Company or any of its properties or assets,except such conflict, breach or default which would not have a material adverseeffect on the transactions contemplated herein. The Company is not in violationof any material laws, govern­men­tal orders, rules, regula­tions or ordinancesto which its property, real, personal, mixed, tangible or intangible, or itsbusinesses related to such properties, are subject.

 

**f.****              Approvals.**  No authorization, approval or consent of anycourt, governmental body, regulatory agency, self-regulatory organization, orstock exchange or market is required to be obtained by the Company for theissuance and sale of the Securities to the Buyer as contemplated by thisAgreement, except such authorizations, approvals and consents that have beenobtained.

 

**g.****             SEC Documents,Financial Statements.**  The CommonStock of the Company is registered pursuant to Section 12(g) of the 1934 Actand the Company has filed all reports, schedules, forms, statements and otherdocuments required to be filed by it with the SEC pursuant to the reportingrequirements of the Exchange Act, including material filed pursuant to Section13(a) or 15(d), in addition to one or more registration statements andamendments thereto heretofore filed by the Company with the SEC under the Act(all of the foregoing including filings incorporated by reference therein beingreferred to herein as the “SEC Documents”). The Company, through 

 

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its agent, has deliveredto the Buyer true and complete copies of the SEC Documents (except for exhibitsand incorporated documents).  TheCompany has not provided to the Buyer any information which, according toapplicable law, rule or regulation, should have been disclosed publicly by theCompany but which has not been so disclosed, other than with respect to thetransactions contemplated by this Agreement.

 

As of theirrespective dates, the SEC Documents complied in all material respects with therequirements of the 1933 Act or the 1934 Act as the case may be and the rulesand regulations of the SEC promulgated thereunder and other federal, state andlocal laws, rules and regulations applicable to such SEC Documents, and none ofthe SEC Documents contained any untrue statement of a material fact or omittedto state a material fact required to be stated therein or necessary in order tomake the statements therein, in light of the circumstances under which theywere made, not misleading.  The financialstatements of the Company included in the SEC Documents comply as to form inall material respects with applicable accounting requirements and the publishedrules and regulations of the SEC or other applicable rules and regulations withrespect thereto.  Such financialstatements have been prepared in accordance with generally accepted accountingprinciples applied on a consistent basis during the periods involved (except(i) as may be otherwise indicated in such financial statements or the notesthereto or (ii) in the case of unaudited interim statements, to the extent theymay not include footnotes or may be condensed or summary statements) and fairlypresent in all material respects the financial position of the Company as ofthe dates thereof and the results of operations and cash flows for the periodsthen ended (subject, in the case of unaudited statements, to normal year-endaudit adjustments).

 

**h.****             Absence of CertainChanges.**  Since March 31, 2002,there has been no material adverse change and no material adverse developmentin the business, properties, operations, financial condition, or results ofoperations of the Company.

 

**i.****              Full Disclosure.**  There is no fact known to the Company (otherthan general economic conditions known to the public generally) or as disclosedin the documents referred to in Section 2(e), that has not been disclosed inwriting to the Buyer that (i) would reasonably be expected to have a materialadverse effect on the business or financial condition of the Company or (ii)would reasonably be expected to materially and adversely affect the ability ofthe Company to perform its obligations pursuant to this Agreement.

 

**4.****             CERTAIN COVENANTS ANDACKNOWLEDGMENTS.**

 

**a.****             Filings**.  The Company undertakes and agrees to makeall necessary filings in connection with the sale of the Shares to the Buyerunder any United States laws and regulations, or by any domestic securitiesexchange or trading market, and to provide a copy thereof to the Buyer promptlyafter such filing.

 

**b.****             Reporting Status**.  So long as the Buyer beneficially owns anyof the Shares, the Company shall file all reports required to be filed with theSEC pursuant to Section 13 or 15(d) of the 1934 Act,  and the Company shall not terminate its status as an issuerrequired to file reports under the 1934 Act even if the 1934 Act or the rulesand regulations thereunder would permit such termination.

 

**5.****             COVENANT TO REGISTER**.

 

**a.**             For purposes of thisSection, the following definitions shall apply:

 

(i)            Theterms “register,” “registered,” and “registration” refer to a registrationunder the 1933 Act, effected by preparing and filing a registration statementor similar document in compliance with the 1933 Act, and the declaration orordering of effectiveness of such registration statement, document or amendmentthereto.

 

(ii)           Theterm “Registrable Securities” means the Shares, and any securities of theCompany or securities of any successor corporation issued as or issuable uponthe conversion or exercise of any warrant, right or other security that isissued as a dividend or other distribution with respect to, or in exchange for,or in replacement of, the Shares.

 

(iii)          The term “holder of Registrable Securities”means the Purchaser and any permitted assignee of registration rights pursuantto Section 5(g).

 

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**b.**             (i)            The Company shall use its best efforts toprepare and file a registration statement on Form S-1 within sixty (60) days ofthe date hereof and cause such registration statement to become effective assoon as possible, but no later than one hundred and twenty (120) days from thedate of this Agreement.

 

(ii)           TheCompany may suspend, on no more than two (2) occassions per twelve-monthperiod, the effectiveness of any registration effected pursuant to thisSubsection (b) in the event and for such period of time as, such a suspensionis required by the rules and regulations of the Securities and ExchangeCommission (“SEC”).  The Company willuse its best efforts to cause such suspension to terminate at the earliestpossible date.

 

(iii)           If a registration statement covering allRegistrable Securities is not effective by one hundred and twenty (120) daysafter the date of this Agreement (the “Target Date”), the Company shall payPurchaser as liquidated damages an amount equal to fifteen percent (15%) of thetotal Purchase Price of the Shares. Thereafter, the Company will pay additionalpenalty payments of fifteen percent (15%) of the purchase price of the Sharesfor every successive one hundred twenty (120) day period that a registrationstatement has still not been declared effective.  Each such payment shall be made to the Buyer by cashier’s checkor wire transfer in immediately available funds to such account as shall bedesignated in writing by the Buyer.

 

**c.**             Whenever requiredunder this Section 5 to effect the registration of any Registrable Securities,the Company shall, as expeditiously as reasonably possible:

 

(i)            Prepareand file with the SEC a registration statement or amendment thereto withrespect to such Registrable Securities and use its best efforts to cause suchregistration to become effective as provided in Section 5(b)(i) hereof, andkeep such registration statement effective for so long as any holder ofRegistrable Securities desires to dispose of the securities covered by suchregistration statement; *provided, however,*thatin no event shall the Company be required to keep the Registration statementeffective for a period greater than three (3) years from the Closing Date;

 

(ii)           Prepareand file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection with such registrationstatement as may be necessary to comply with the provisions of the 1933 Actwith respect to the disposition of all securities covered by such registrationstatement and notify the holders of the filing and effectiveness of suchRegistration statement and any amendments or supplements;

 

(iii)          Furnish to each holder of RegistrableSecurities such numbers of copies of a current prospectus, including apreliminary prospectus, conforming with the requirements of the 1933 Act,copies of the registration statement, any amendment or supplement thereto andany documents incorporated by reference therein, and such other documents assuch holder of Registrable Securities may reasonably require in order tofacilitate the disposition of Registrable Securities****owned by such holder of Registrable Securities;

 

(iv)          Useits best efforts to register and qualify the securities covered by suchregistration statement under such other securities or “Blue Sky” laws of suchjurisdictions as shall be reasonably requested by the holder of RegistrableSecurities;

 

(v)           Notifyeach holder of Registrable Securities immediately of the happening of any eventas a result of which the prospectus included in such registration statement, asthen in effect, includes an untrue statement of material fact or omits to statea material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing,and use its best efforts to promptly update and/or correct such prospectus.

 

**d.**             Upon request of theCompany, each holder of Registrable Securities will furnish to the Company inconnection with any registration under this Section such information regardingitself, the Registrable Securities and other securities of the Company held byit, and the intended method of disposition of such securities as shall bereasonably required to effect the registration of the****Registrable Securities held by such holder of RegistrableSecurities.

 

**e.**             (i)            To the fullest extent permitted by law, theCompany shall indemnify, defend and hold harmless each holder of RegistrableSecurities which are included in a registration statement and each of itsofficers, 

 

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directors, employees,agents, partners or controlling persons (within the meaning of the 1933 Act)(each, an “indemnified party”) from and against, and shall reimburse suchindemnified party with respect to, any and all claims, suits, demands, causesof action, losses, damages, liabilities, costs or expenses (“Liabilities”) towhich such indemnified party may become subject under the 1933 Act orotherwise, arising from or relating to (A) any untrue statement or allegeduntrue statement of any material fact contained in such registration statement,any prospectus contained therein or any amendment or supplement thereto, or (B)the omission or alleged omission to state therein a material fact required tobe stated therein or necessary to make the statements therein, in light of thecircumstances in which they were made, not misleading; *provided, however,*that the Company shallnot be liable in any such case to the extent that any such Liability arises outof or is based upon an untrue statement or omission so made in strictconformity with information furnished by such indemnified party in writingspecifically for use in the registration statement.

 

(ii)           Inthe event of any registration under the 1933 Act of Registrable Securities,each holder of such Registrable Securities hereby severally agrees toindemnity, defend and hold harmless the Company, and its officers, directors,employees, agents, partners, or controlling persons (within the meaning of the1933 Act) (each, an “indemnified party”) from and against, and shall reimbursesuch indemnified party with respect to, any and all Liabilities to which suchindemnified party may become subject under the 1933 Act or otherwise, arising fromor relating to (A) any untrue statement or alleged untrue statement of anymaterial fact contained in such registration statement, any prospectuscontained therein or any amendment or supplement thereto, or (B) the omissionor alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein, in light of thecircumstances in which they were made, not misleading;**provided, that**such holders will be liablein any such case to the extent and only to the extent, that any such Liabilityarises out of or is based upon an untrue statement or alleged untrue statementor omission or alleged omission made in such registration statement, prospectusor amendment or supplement thereto in reliance upon and in conformity withwritten information furnished by such holder specifically for use in thepreparation thereof, and such Liability may in no event exceed the value of theRegistrable Securities so registered.

 

(iii)          Promptly after receipt by any indemnified partyof notice of the commencement of any action, such indemnified party shall, if aclaim in respect thereof is to be made against another party (the “indemnifyingparty”) hereunder, notify such party in writing thereof, but the omission so tonotify such party shall not relieve such party from any Liability which it mayhave to the indemnified party other than under this Section and shall onlyrelieve it from any Liability which it may have to the indemnified party underthis Section if and to the extent an indemnifying party is materiallyprejudiced by such omission.  In caseany such action shall be brought against any indemnified party and suchindemnified party shall notify an indemnifying party of the commencementthereof, the indemnifying party shall be entitled to participate in and, to theextent it shall wish, to assume and undertake the defense thereof with counselreasonably satisfactory to such indemnified party, and, after notice from theindemnifying party to the indemnified party of its election so to assume andundertake the defense thereof, the indemnifying party shall not be liable tothe indemnified party under this Section for any legal expenses subsequentlyincurred by the indemnified party in connection with the defense thereof otherthan reasonable costs of investigation and of liaison with counsel so selected;*provided, however,*that if thedefendants in any such action include both parties and the indemnified partyshall have reasonably concluded that there may be reasonable defenses availableto them which are different from or additional to those available to theindemnifying party or if the interests of the indemnified party reasonably maybe deemed to conflict with the interests of the indemnifying party, theindemnified party shall have the right to select a separate counsel and toassume such legal defenses and otherwise to participate in the defense of suchaction, with the reasonable expenses and fees of one such separate counsel andother reasonable expenses related to such participation to be reimbursed by theindemnifying party as incurred.

 

**f.**              (i)            With respect to the inclusion ofRegistrable Securities in a registration statement, all fees, costs andexpenses of and incidental to such registration, inclusion and public offeringshall be borne by the Company; *provided,however,*that any security holders participating in suchregistration shall bear their pro–rata share of the underwritingdiscounts and commissions, if any, incurred by them in connection with suchregistration.

 

(ii)           Thefees, costs and expenses of registration to be borne by the Company as providedin this Subsection (f) shall include, without limitation, all registration,filing and NASD fees, printing expenses, fees and disbursements of counsel andaccountants for the Company, and all legal fees and disbursements and otherexpenses of complying with state securities or Blue Sky laws of anyjurisdiction or jurisdictions in which securities 

 

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to be offered are to beregistered and qualified.  Subject toappropriate agreements as to confidentiality, the Company shall make availableto the holders of Registrable Securities and their counsel its documents andpersonnel for due diligence purposes, provided that the fees and disbursementsof counsel and accountants for the selling security holders shall be borne bythe respective selling security holders.

 

**g.**             The rights to causethe Company to register all or any portion of Registrable Securities pursuantto this Section 5 may be assigned by Buyer to a proper transferee or assigneeas described herein.  Within areasonable time after such transfer, the Buyer shall notify the Company of thename and address of such transferee or assignee, and the securities withrespect to which such registration rights are being assigned.  Such assignment shall be effective only if,(i) the Buyer agrees in writing with the transferee or assignee to assign suchrights, and a copy of such agreement is furnished to the Company within areasonable time after such transfer or assignment (subject to the purchaseprice of the shares being kept confidential by the Buyer and such transferee orassignee, (ii) the Company is, within a reasonable time after such transfer orassignment, furnished with written notice of (A) the name and address of suchtransferee or assignee, (B) the Registrable Securities with respect to whichsuch registration rights are being assigned, (iii) following such transfer orassignment, the further disposition of the Registrable Securities by thetransferee or assignee is restricted under the 1933 Act and applicable statesecurities laws, (iv) at or before the time that the Company receives thewritten notice contemplated by clause (ii) of this sentence the transferee orassignee agrees in writing with the Company to be bound by all of theprovisions contained herein, (v) such transfer shall have been made inaccordance with the applicable requirements of the purchase agreement coveringthe transaction and (vi) such transferee shall be an “accredited investor”, asthat term is defined in Rule 501 of Regulation D, promulgated under the 1933Act.

 

**6.**             **GOVERNING LAW; MISCELLANEOUS.**  This Agreement shall be governed by andinterpreted in accordance with the laws of the State of New Jersey.  A facsimile transmission of this signedAgreement shall be legal and binding on all parties hereto.  This Agreement may be signed in one or morecounterparts, each of which shall be deemed an original.  The headings of this Agreement are forconvenience of reference and shall not form part of, or affect theinterpretation of, this Agreement.  Ifany provision of this Agreement shall be invalid or unenforceable in anyjurisdiction, such invalidity or unenforceability shall not affect the validityor enforceability of the remainder of this Agreement or the validity orenforceability of this Agreement in any other jurisdiction.  This Agreement may be amended only by aninstrument in writing signed by the party to be charged with enforcement.  This Agreement, and the related agreementsreferred to herein, contain the entire agreement of the parties with respect tothe subject matter hereto, superceding all prior agreements, understandings ordiscussions.

 

**7.**             **NOTICES.** Any notice required or permitted hereunder shall be given in writing(unless otherwise specified herein) and shall be deemed effectively given, (i)on the date delivered, (a) by personal delivery, or (b) if advance copy isgiven by fax, (ii) seven  business daysafter deposit in the United States Postal Service by regular or certified mail,or (iii) three business days mailing by international express courier, withpostage and fees prepaid, addressed to each of the other parties thereuntoentitled at the following addresses, or at such other addresses as a party maydesignate by ten days advance written notice to each of the other partieshereto.

 
| **COMPANY**: |   | STRATUS SERVICES GROUP, INC.        |
|--------------|--------|-------------------------------------|
|         |   | 500 Craig Road, Suite 201           |
|         |   | Manalapan,NJ 07726                  |
|         |   | Attn: Suzette Nanovic Berrios, Esq. |
|         |   | Telecopier No.: (732)294-1133       |
|         |   |                                |
| **BUYER**:   |   | Joseph J. Raymond, Sr.              |
|         |   | Villa Mare Condominiums             |
|         |   | 3211 South Ocean Boulevard, #801    |
|         |   | Highland Beach, Florida 33487       |
|         |   | Telecopier No.   (732)294-1133 |

 

**8.             SUCCESSORS AND ASSIGNS.**   This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andpermitted assigns.

 

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**INWITNESS WHEREOF,** the Company and Buyer have caused thisAgreement to be executed by their duly authorized representatives on the dateas first written above.

 

**STRATUSSERVICES GROUP, INC.**

 

 
| By:                                   |   /s/ Michael  A. Maltzman |   | By: |   /s/ Joseph  J. Raymond |   |
|---------------------------------------|---------------------------------|--------|-----|-------------------------------|--------|
| Name:   Michael Maltzman         | Name: Joseph J. Raymond         |
| Title:  Chief  Financial Officer |                            |

 

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