**Exhibit10.15**

 

**SECURITIESPURCHASE AGREEMENT**

 

**THISSECURITIES PURCHASE AGREEMENT**, dated as of            , 2003,is entered 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”).

 

**WITNESSETH**:

 

**WHEREAS**,the Buyer wishes to purchase from the Company, upon the terms and subject tothe conditions of thisAgreement,            shares of Series E Preferred Stock, having the rights, preferences andprivileges set forth on Schedule I attached hereto (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$                     .

 

**b.**                                       **Form of Payment.**  The Buyer shall pay the purchase price for the Securities bywiring immediately available good funds in United States Dollars to theCompany.

 

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

 

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

 

**a.**                                       TheBuyer is purchasing the Securities for its own account for investment only andnot with a view towards the public sale or distribution thereof and not with aview to or for sale in connection with any distribution thereof;

 

**b.**                                       TheBuyer is (i) an “accredited investor” as that term is defined in Rule 501 ofthe General Rules and Regulations under the Securities Act of 1933, as amended(the “1933 Act”) by reason of Rule 501(a)(3), and (ii) experienced in makinginvestments of the kind described in this Agreement and the related documents,(iii) able, by reason of the business and financial experience of its officers(if an entity) and professional advisors (who are not affiliated with orcompensated in any way by the Company or any of its affiliates or sellingagents), to protect its own interests in connection with the transactionsdescribed in this Agreement, and the related documents, and (iv) able to affordthe entire loss of its investment in the Shares;

 

**c.**                                       TheBuyer understands that the Securities are being offered and sold to it inreliance on specific exemptions from the registration requirements of UnitedStates federal and state securities laws and that the Company is relying uponthe truth and accuracy of, and the Buyer’s compliance with, the

 

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representations,warranties, agreements, acknowledgements and understandings of the Buyer setforth herein in order to determine the availability of such exemptions and theeligibility of the Buyer to acquire the Securities;

 

**e.**                                       TheBuyer and its advisors, if any, have been furnished with all materials relatingto the business, finances and operations of the Company and materials relatingto the offer and sale of the Securities which have been requested by the Buyer.  The Buyer and its advisors, if any, havebeen afforded the opportunity to ask questions of the Company and have receivedcomplete and satisfactory answers to any such inquiries.

 

**f.**                                         TheBuyer understands 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;

 

**g.**                                      ThisAgreement has been duly and validly authorized, executed and delivered onbehalf of the Buyer and is a valid and binding agreement of the Buyerenforceable in accordance with its terms, subject as to enforceability togeneral principles of equity and to bankruptcy, insolvency, moratorium andother similar laws affecting the enforcement of creditors’ rights generally.

 

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

 

The Companyrepresents and warrants to the Buyer that:

 

**a.****                                       Concerningthe Common Stock.**  There are nopreemptive rights of any stockholder of the Company, as such, to acquire theCompany’s Common Stock.

 

**b.****                                       ReportingCompany Status.**  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.****                                       AuthorizedShares.** The shares of Common Stock issuable upon conversion of theSecurities (the “Shares”) will be duly authorized and, when issued to Buyer,will be duly and validly issued, fully paid and non-assessable and will notsubject the holder thereof to personal liability by reason of being suchholder.

 

**d.****                                       SecuritiesPurchase Agreement.**  This Agreementand the transactions contemplated hereby, have been duly and validly authorizedby the Company, this Agreement has been duly executed and delivered by theCompany and is a valid and binding agreement of the Company enforceable inaccordance with its terms, subject as to enforceability to general principlesof equity and to bankruptcy, insolvency, moratorium, and other similar lawsaffecting the enforcement 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 the

 

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terms or provisions of,or constitute a default under (i) the articles of incorporation or by-laws ofthe Company, (ii) any indenture, mortgage, deed of trust, or other materialagreement or instrument to which the Company is a party or by which it or anyof its properties or assets are bound, (iii) to its knowledge, any existingapplicable law, rule, or regulation or any applicable decree, judgment, or (iv)to its knowledge, order of any court, United States federal or state regulatorybody, administrative agency, or other governmental body having jurisdictionover the Company or any of its properties or assets, except such conflict,breach or default which would not have a material adverse effect on thetransactions contemplated herein. The Company is not in violation of anymaterial laws, governmental orders, rules, regulations or ordinances to whichits property, real, personal, mixed, tangible or intangible, or its businessesrelated 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.****                                      SECDocuments, Financial Statements.** The Common Stock of the Company is registered pursuant to Section 12(g)of the 1934 Act and the Company has filed all reports, schedules, forms, statementsand other documents required to be filed by it with the SEC pursuant to thereporting requirements of the Exchange Act, including material filed pursuantto Section 13(a) or 15(d), in addition to one or more registration statementsand amendments thereto heretofore filed by the Company with the SEC under theAct (all of the foregoing including filings incorporated by reference thereinbeing referred to herein as the “SEC Documents”).  The Company, through its agent, has delivered to the Buyer trueand complete copies of the SEC Documents (except for exhibits and incorporateddocuments).  The Company has notprovided to the Buyer any information which, according to applicable law, ruleor regulation, should have been disclosed publicly by the Company but which hasnot been so disclosed, other than with respect to the transactions contemplatedby 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.  Thefinancial statements of the Company included in the SEC Documents comply as toform in all material respects with applicable accounting requirements and thepublished rules and regulations of the SEC or other applicable rules andregulations with respect thereto.  Suchfinancial statements have been prepared in accordance with generally acceptedaccounting principles applied on a consistent basis during the periods involved(except (i) as may be otherwise indicated in such financial statements or thenotes thereto or (ii) in the case of unaudited interim statements, to theextent they may not include footnotes or may be condensed or summarystatements) and fairly present in all material respects the financial positionof the Company as of the dates thereof and the results of operations and cashflows for the periods then ended (subject, in the case of unaudited statements,to normal year-end audit adjustments).

 

**h.****                                      Absenceof Certain Changes.**  Since March 31,2003, there has been no material adverse change and no material adversedevelopment in the business, properties, operations, financial condition, orresults of operations of the Company, other than as disclosed in the Company’sForm 10-Q filed with the Securities and Exchange Commission on May 15, 2003.

 

**i.****                                         FullDisclosure.**  There is no fact knownto the Company (other than general economic conditions known to the publicgenerally) or as disclosed in the documents referred to in Section 2(e), that

 

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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.****                                      CERTAINCOVENANTS AND ACKNOWLEDGMENTS.**

 

**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 securities exchangeor trading market, and to provide a copy thereof to the Buyer promptly aftersuch 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.****                                      COVENANTTO REGISTER**.

 

**a.**                                       Forpurposes of this Section, 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 ofRegistrable Securities” means the Purchaser and any permitted assignee ofregistration rights pursuant to Section 5(g).

 

**b.**                                       (i)                                     TheCompany shall use its best efforts to prepare and file a registration statementon Form S-1 within sixty (60) days of the date hereof and cause suchregistration statement to become effective as soon as possible, but no laterthan one hundred and twenty (120) days from the date 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 registrationstatement covering all Registrable Securities is not effective by one hundredand twenty (120) days after the date of this Agreement (the “Target Date”), theCompany shall pay Purchaser as liquidated damages an amount equal to fifteenpercent (15%) of the total Purchase Price of the Shares. Thereafter, theCompany will pay additional penalty payments of fifteen percent (15%) of thepurchase price of the Shares for every successive one hundred twenty (120) dayperiod that a registration statement has still not been declaredeffective.  Each such payment shall bemade to the Buyer

 

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by cashier’s check orwire transfer in immediately available funds to such account as shall bedesignated in writing by the Buyer.

 

**c.**                                       Wheneverrequired under this Section 5 to effect the registration of any RegistrableSecurities, 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 such Registrationstatement and any amendments or supplements;

 

(iii)                               Furnish to each holderof Registrable Securities such numbers of copies of a current prospectus,including a preliminary prospectus, conforming with the requirements of the1933 Act, copies of the registration statement, any amendment or supplementthereto and any documents incorporated by reference therein, and such otherdocuments as such holder of Registrable Securities may reasonably require inorder to facilitate the disposition of Registrable Securities****owned by such holder of RegistrableSecurities;

 

(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.**                                       Uponrequest of the Company, each holder of Registrable Securities will furnish tothe Company in connection with any registration under this Section suchinformation regarding itself, the Registrable Securities and other securitiesof the Company held by it, and the intended method of disposition of suchsecurities as shall be reasonably required to effect the registration of the****Registrable Securities held by such holderof Registrable Securities.

 

**e.**                                       (i)                                     Tothe fullest extent permitted by law, the Company shall indemnify, defend andhold harmless each holder of Registrable Securities which are included in aregistration statement and each of its officers, directors, employees, agents,partners or controlling persons (within the meaning of the 1933 Act) (each, an“indemnified party”) from and against, and shall reimburse such indemnifiedparty with respect to, any and all claims, suits, demands, causes of action,losses, damages, liabilities, costs or expenses (“Liabilities”) to which suchindemnified party may become subject under the 1933 Act or otherwise, arisingfrom or 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

 

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be stated therein ornecessary to make the statements therein, in light of the circumstances inwhich they were made, not misleading; *provided,however,*that the Company shall not be liable in any such case tothe extent that any such Liability arises out of or is based upon an untruestatement or omission so made in strict conformity with information furnishedby such indemnified party in writing specifically for use in the registrationstatement.

 

(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, arisingfrom or 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 receiptby any indemnified party of notice of the commencement of any action, suchindemnified party shall, if a claim in respect thereof is to be made againstanother party (the “indemnifying party”) hereunder, notify such party inwriting thereof, but the omission so to notify such party shall not relievesuch party from any Liability which it may have to the indemnified party otherthan under this Section and shall only relieve it from any Liability which itmay have to the indemnified party under this Section if and to the extent anindemnifying party is materially prejudiced by such omission.  In case any such action shall be broughtagainst any indemnified party and such indemnified party shall notify anindemnifying party of the commencement thereof, the indemnifying party shall beentitled to participate in and, to the extent it shall wish, to assume andundertake the defense thereof with counsel reasonably satisfactory to suchindemnified party, and, after notice from the indemnifying party to theindemnified party of its election so to assume and undertake the defensethereof, the indemnifying party shall not be liable to the indemnified partyunder this Section for any legal expenses subsequently incurred by theindemnified party in connection with the defense thereof other than reasonablecosts of investigation and of liaison with counsel so selected; *provided, however,*that if the defendantsin any such action include both parties and the indemnified party shall havereasonably concluded that there may be reasonable defenses available to themwhich are different from or additional to those available to the indemnifyingparty or if the interests of the indemnified party reasonably may be deemed toconflict with the interests of the indemnifying party, the indemnified partyshall have the right to select a separate counsel and to assume such legaldefenses and otherwise to participate in the defense of such action, with thereasonable expenses and fees of one such separate counsel and other reasonableexpenses related to such participation to be reimbursed by the indemnifyingparty as incurred.

 

**f.**                                         (i)                                     Withrespect to the inclusion of Registrable Securities in a registration statement,all fees, costs and expenses of and incidental to such registration, inclusionand public offering shall be borne by the Company; *provided, however,*that any security holders participatingin such registration shall bear their pro-rata share of the underwritingdiscounts and commissions, if any, incurred by them in connection with suchregistration.

 

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(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 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.**                                      Therights to cause the Company to register all or any portion of RegistrableSecurities pursuant to this Section 5 may be assigned by Buyer to a propertransferee or assignee as described herein. Within a reasonable time after such transfer, the Buyer shall notify theCompany of the name and address of such transferee or assignee, and thesecurities with respect to which such registration rights are beingassigned.  Such assignment shall beeffective only if, (i) the Buyer agrees in writing with the transferee orassignee to assign such rights, and a copy of such agreement is furnished tothe Company within a reasonable time after such transfer or assignment (subjectto the purchase price of the shares being kept confidential by the Buyer andsuch transferee or assignee, (ii) the Company is, within a reasonable timeafter such transfer or assignment, furnished with written notice of (A) thename and address of such transferee or assignee, (B) the Registrable Securitieswith respect to which such registration rights are being assigned, (iii)following such transfer or assignment, the further disposition of theRegistrable Securities by the transferee or assignee is restricted under the1933 Act and applicable state securities laws, (iv) at or before the time thatthe Company receives the written notice contemplated by clause (ii) of thissentence the transferee or assignee agrees in writing with the Company to bebound by all of the provisions contained herein, (v) such transfer shall havebeen made in accordance with the applicable requirements of the purchaseagreement covering the transaction and (vi) such transferee shall be an“accredited investor”, as that term is defined in Rule 501 of Regulation D,promulgated under the 1933 Act.

 

**6.**                                      **GOVERNING LAW; MISCELLANEOUS.**  This Agreement shall be governed by andinterpreted in accordance with the laws of the State of New York.  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 days after deposit in the United StatesPostal Service by regular or certified mail, or (iii) three business daysmailing by international express courier, with postage and fees prepaid,addressed to each of the other parties thereunto entitled at the followingaddresses, or at such other addresses as a party may designate by ten daysadvance written notice to each of the other parties hereto.

 

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|   | **COMPANY**: |   | STRATUS SERVICES GROUP, INC.               |
|--------|--------------|--------|--------------------------------------------|
|   |         |   | 500 Craig Road, Suite 201                  |
|   |         |   | Manalapan, NJ 07726                        |
|   |         |   | Attn:   Suzette Nanovic Berrios, Esq. |
|   |         |   | Telecopier No.: (732) 294-1133             |
|   |         |   |                                       |
|   |         |   |                                       |
|   | **BUYER**:   |   |                                       |
|   |         |   |                                       |
|   |         |   |                                       |
|   |         |   |                                       |
|   |         |   |                                       |
|   |         |   | Telecopier No.                             |   |   |

 

**8.****                                      SUCCESSORSAND ASSIGNS.**  This Agreement shallbe binding upon and inure to the benefit of the parties hereto and theirrespective successors and permitted assigns.

 

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

 

 
|   | **STRATUS  SERVICES GROUP, INC.**     |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   |                                  |
|   | By:                                   |   |   |
|   | Name:   Michael Maltzman         |
|   | Title:  Chief  Financial Officer |
|   |                                  |
|   |                                  |
|   | **BUYER:**                            |
|   |                                  |
|   |                                  |
|   |                                  |   |
|   | Print Name:                           |

 

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