-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ma0gUVwANts5c49LonMaJt5QEfr0N5ziSq7nwA9sAThhUQbrMPztBDvjliNe9j41 mR4xK9QwDeKs347jr8bu8A== 0000950134-08-003864.txt : 20080229 0000950134-08-003864.hdr.sgml : 20080229 20080229171841 ACCESSION NUMBER: 0000950134-08-003864 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 GROUP MEMBERS: DORIS M. GUNNERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SULPHCO INC CENTRAL INDEX KEY: 0001096560 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 880224817 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82345 FILM NUMBER: 08657041 BUSINESS ADDRESS: STREET 1: 4333 W. SAM HOUSTON PKWY N., STREET 2: SUITE 190 CITY: HOUSTON, STATE: TX ZIP: 77043 BUSINESS PHONE: 713-896-9100 MAIL ADDRESS: STREET 1: 4333 W. SAM HOUSTON PKWY N., STREET 2: SUITE 190 CITY: HOUSTON, STATE: TX ZIP: 77043 FORMER COMPANY: FORMER CONFORMED NAME: FILMWORLD INC DATE OF NAME CHANGE: 19991008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUNNERMAN RUDOLF W CENTRAL INDEX KEY: 0001210619 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6601 WINDY HILL WAY CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 800-000-0000 MAIL ADDRESS: STREET 1: 6601 WINDY HILL WAY CITY: RENO STATE: NV ZIP: 89511 SC 13D/A 1 f38527sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SULPHCO, INC.
 
(Name of Issuer)
COMMON STOCK
 
(Title of Class of Securities)
865378103
 
(CUSIP Number)
Dr. Rudolf W. Gunnerman
6601 Windy Hill
Reno, Nevada 89511
Phone: (775) 829-9904
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2008
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), 13d-(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 

                     

 

           
1   NAME OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entity Only).

Dr. Rudolf W. Gunnerman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  Not applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,000
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   26,270,113
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,000
       
WITH 10   SHARED DISPOSITIVE POWER
     
    26,270,113
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  26,272,113
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  32.5%*
     
14   TYPE OF REPORTING PERSON
   
  IN
* Based on 80,848,416 shares of the issuer’s common stock outstanding as of December 31, 2007.

 

                     

 

           
1   NAME OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entity Only).

Doris M. Gunnerman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  Not applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   26,270,113
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    26,270,113
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  26,270,113
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  32.5%*
     
14   TYPE OF REPORTING PERSON
   
  IN
* Based on 80,848,416 shares of the issuer’s common stock outstanding as of December 31, 2007.

 

SCHEDULE 13D/A
     This Amendment No. 3 (the “Amendment No. 3”) filed by Dr. Rudolf W. Gunnerman and his spouse, Doris M. Gunnerman (the “Reporting Persons”), relates to the Statement of Beneficial Ownership on Schedule 13D filed on January 12, 2007, as amended by Amendment No. 1 filed on January 16, 2007 and as amended by Amendment No. 2 filed on December 17, 2007 (the “Amendment No. 2”) with respect to the common stock, par value $.001 per share (the “Common Stock”), of SulphCo, Inc., a Nevada corporation (the “Company”).
Item 4. Purpose of Transaction
     The information set forth under Item 4 of the Amendment No. 2 is hereby deleted and replaced by the following:
     As set forth in Amendment No. 2, the Reporting Persons currently have no plans to propose any amendments to the Bylaws of the Company, propose their own slate of nominees for election at the Company’s next annual meeting of stockholders, or otherwise effect, change or influence the control of the Company or participate in any transaction having that purpose or effect.
     Pursuant to a Stock Option Agreement, dated April 24, 2007 (the “First Option Agreement”), by and among the Reporting Persons and the persons or entities identified on the signature pages attached thereto (the “Optionees”), and as amended by Amendment No.1, dated November 27, 2007 and as amended by Amendment No. 2, dated February 12, 2008, the Optionees have the right to purchase 1,500,000 shares of Common Stock from the Reporting Persons at $4.10 per share (the “First Optioned Shares”) until the sooner of (i) August 31, 2008, or (ii) the 30th day after notice is given by the Reporting Persons that the Common Stock has a volume weighted average trading price of $6.00 or higher for five consecutive trading days with trading volume of not less than 1,000,000 shares of Common Stock each such trading day, as reported by Bloomberg LP, for the principal trading market of such Common Stock; provided, that if such option to purchase the Common Stock cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, such option to purchase the Common Stock shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the 30th business day after such impediment shall have been removed.
     Pursuant to a separate agreement entered into by Dr. Gunnerman, he agreed to issue 125,000 shares of Common Stock (the “Broker Shares”) to the individual who brokered the transaction for the First Optioned Shares to the extent the option to purchase the First Optioned Shares is exercised.
     On December 5, 2007, the Reporting Persons entered into a plan (the “Plan”) with Oppenheimer & Co. Inc. in accordance with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended. The Plan became effective on December 10, 2007, covered an aggregate of 2,500,000 shares of Common Stock and provided for the sale of 250,000 shares of the Common Stock per month at the market price. An aggregate of 727,800 shares of Common Stock were sold pursuant to the Plan. The Plan was terminated by mutual agreement of the parties on February 25, 2008.

 

 

     Pursuant to a Stock Purchase Agreement, dated February 12, 2008 (the “Stock Purchase Agreement”), by and among the Reporting Persons and Iroquois Master Fund Ltd. and Ellis Capital LP (collectively, the “Buyers”), the Reporting Persons agreed to sell to the Buyers 750,000 shares of Common Stock at $4.00 per share on February 25, 2008. Additionally, the Reporting Persons agreed to sell to the Buyers 1,250,000 shares of Common Stock (the 1,250,000 shares of Common Stock together with the 750,000 shares of Common Stock, the “Purchased Shares”) at a price determined in the following manner: 1/30th of 1,250,000 shares of the Common Stock would be valued each trading day for the 30 consecutive trading days commencing on the 50th trading day after February 25, 2008 (the “Pricing Period”) at 90% of the daily volume weighted average price (“VWAP”), as reported by Bloomberg LP, for the principal trading market for the Common Stock, but not less than $2.75 nor more than $5.50 per share of Common Stock. The Buyers shall deliver the purchase price for the 1,250,000 shares of Common Stock 10 trading days after the end of the Pricing Period to the Reporting Persons through an intermediary escrow agent designated by the parties. In the event the VWAP for the Common Stock for any of the last five trading days of the Pricing Period is less than $7.00 per share or the trading volume reported by Bloomberg LP for the principal trading market for the Common Stock is less than 1,000,000 shares for any such trading day, then each Buyer may, after prior written notice to the Reporting Persons and the escrow sgent not later than 5 trading days after the end of the Pricing Period, elect to not purchase the portion of the 1,250,000 shares of Common Stock to be priced during the Pricing Period.
     Pursuant to a Stock Option Agreement, dated February 12, 2008 (the “Second Option Agreement”), by and among the Reporting Persons and the Buyers, the Buyers have the right to purchase 2,000,000 shares of Common Stock from the Reporting Persons at $4.50 per share until December 31, 2008 (the “Second Optioned Shares”); provided, that if such option to purchase cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, such option to purchase shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the 30th business day after such impediment shall have been removed.
     Pursuant to a Lockup Agreement, dated February 27, 2008 (the “Lockup Agreement”), by and among the Reporting Persons and the Company, the Reporting Persons agreed that until September 30, 2008, they would not buy or sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which the Reporting Persons own or have a right to acquire as of the date of the agreement and subsequent thereto, other than (i) the First Optioned Shares, (ii) the Second Optioned Shares, (iii) the Purchased Shares, (iv) the Broker Shares, (v) in connection with an offer made to all shareholders of the Company, (vi) bona fide gifts or transfers by will or intestacy, (vii) to any trust for the direct or indirect benefit of the Reporting Persons or the immediate family of the Reporting Persons, provided that any such transfer shall not involve a disposition for value, (viii) to a partnership which is the general partner of a partnership of which the Reporting Persons is a general partner, or (ix) bona fide sales for cash at not less than $7.00 per share of Common Stock.
     Pursuant to an Assignment and Consent, dated February 12, 2008, by and among the Reporting Persons and the persons or entities identified on the signature pages attached thereto, the Reporting Persons agreed to the assignment of the interests of the Buyers in the Stock Purchase Agreement, the Second Option Agreement, the Lockup Agreement and the related ancillary agreements to certain

 

 

persons identified on the signature pages attached to the agreement. The Reporting Persons also agreed to the assignment of the Purchased Shares and the Second Optioned Shares to such persons in the portions set forth on the signature pages.
     The foregoing summaries of the agreements are qualified in their entirety by reference to the complete text of the documents which are attached as exhibits to this Amendment No. 3 and are incorporated herein by reference.
     Other than as set forth above, at the present time, the Reporting Persons have no plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
     The information set forth under Item 5 of Amendment No. 2 is hereby deleted and replaced by the following:
     The percentage of shares of Common Stock reported owned by each of the Reporting Persons in this Amendment No. 3 is based upon 80,848,416 shares of the Common Stock outstanding as of December 31, 2007, as reported in the Company’s Schedule 14A filed with the Securities and Exchange Commission on January 8, 2008.
     As of February 29, 2008, Dr. Gunnerman beneficially owned 26,272,113 shares of Common Stock constituting approximately 32.5% of the Company’s outstanding shares of Common Stock. The shares held by Dr. Gunnerman include (A) 26,270,113 shares held jointly with Mrs. Gunnerman, which includes (i) 500,000 shares pledged (the “Pledged Shares”) by Dr. Gunnerman to Argyll Equities LLC (“Argyll”), (ii) the First Optioned Shares, (iii) the Broker Shares, (iv) the Second Optioned Shares, and (vi) the Purchased Shares; and (B) 2,000 shares held by Dr. Gunnerman individually.
     As of February 29, 2008, Mrs. Gunnerman beneficially owned 26,270,113 shares of Common Stock constituting approximately 32.5% of the Company’s outstanding shares of Common Stock, all of which are held jointly with Dr. Gunnerman. The shares jointly held by Mrs. Gunnerman include (i) the Pledged Shares, (ii) the First Optioned Shares, (iii) the Broker Shares, (iv) the Second Optioned Shares, and (vi) the Purchased Shares.
     The Reporting Persons share the power to vote and dispose of, or to direct the vote or disposition of, the 26,270,113 shares of Common Stock held by them jointly.
     Dr. Gunnerman has the sole power to vote and dispose of the 2,000 shares of Common Stock held solely by him and has shared power to dispose of the Pledged Shares.

 

 

     (c) The information included in Item 1 through Item 4 hereof and in the prior Schedule 13D and the amendments thereto is incorporated herein by reference. No other transactions in the Common Stock were effected during the 60 days prior to the date hereof by the Reporting Persons except as set forth below:
     1. The following are sales of the Common Stock by the Reporting Persons pursuant to the Plan during the 60 days prior to the date hereof:
                 
Date   Shares   Price
12/31/07
  1,700       4.46  
 
  1,800       4.47  
 
  600       4.48  
 
  400       4.49  
 
  3,000       4.50  
 
  1,000       4.51  
 
  500       4.52  
 
  1,100       4.53  
 
  100       4.60  
 
  100       4.61  
 
  400       4.63  
 
  300       4.70  
 
  200       4.71  
1/2/08
  8,100       5.08  
 
  700       5.09  
 
  2,500       5.10  
 
  1,200       5.13  
1/3/08
  300       4.70  
 
  4,600       4.90  
1/4/08
  1,500       4.25  
 
  300       4.26  
 
  1,900       4.27  
 
  1,400       4.28  
 
  700       4.29  
 
  700       4.32  
 
  2,800       4.37  
 
  400       4.39  
 
  2,500       4.41  
 
  300       4.42  
1/7/08
  700       4.03  
 
  500       4.04  
 
  1,500       4.05  

 

 

                 
Date   Shares   Price
 
  1,000       4.11  
 
  500       4.14  
 
  500       4.19  
 
  1,000       4.20  
 
  1,000       4.26  
 
  1,300       4.27  
 
  700       4.30  
 
  1,000       4.36  
 
  1,200       4.39  
 
  800       4.40  
1/8/08
  2,200       4.10  
 
  4,000       4.13  
 
  2,800       4.15  
 
  500       4.17  
 
  500       4.18  
 
  100       4.19  
1/9/08
  9,240       3.90  
 
  360       3.91  
 
  300       3.93  
 
  300       3.94  
 
  7,200       3.95  
 
  500       3.97  
 
  2,000       3.98  
 
  2,800       4.05  
 
  100       4.10  
1/10/08
  2,500       3.95  
 
  10,000       4.00  
1/11/08
  11,100       4.00  
1/14/08
  8,600       3.80  
 
  2,900       3.81  
 
  300       3.82  
 
  700       3.85  
1/15/08
  4,500       3.75  
 
  300       3.76  
 
  3,000       3.80  
1/16/08
  7,500       3.53  
 
  5,000       3.65  
 
  3,200       3.70  
1/17/08
  3,000       3.80  
 
  2,500       3.83  
1/18/08
  2,500       2.90  
1/22/08
  3,500       2.45  
 
  1,100       2.58  
 
  100       2.59  

 

 

                 
Date   Shares   Price
 
  3,000       2.60  
 
  3,000       2.62  
 
  1,800       2.64  
 
  2,500       2.66  
 
  2,500       3.05  
 
  5,000       3.10  
 
  2,500       3.18  
 
  5,000       3.22  
1/24/08
  3,200       3.03  
 
  1,400       3.04  
 
  100       3.21  
 
  1,200       3.23  
 
  3,000       3.24  
1/25/08
  600       3.00  
 
  2,700       3.05  
 
  200       3.06  
 
  600       3.07  
 
  5,600       3.10  
 
  1,200       3.11  
 
  3,000       3.12  
 
  200       3.14  
1/28/08
  6,500       2.80  
 
  700       2.81  
 
  4,700       2.96  
 
  300       2.97  
 
  5,300       3.00  
 
  2,500       3.05  
 
  2,500       3.11  
1/29/08
  2,400       3.04  
 
  4,000       3.05  
1/30/08
  3,600       3.02  
 
  100       3.03  
 
  1,300       3.04  
 
  6,100       3.05  
 
  1,300       3.08  
 
  2,600       3.20  
1/31/08
  1,100       2.80  
 
  3,300       2.81  
 
  600       2.82  
 
  3,300       2.90  
 
  2,700       2.95  
2/1/08
  5,000       3.03  
 
  5,000       3.11  
 
  8,700       3.15  

 

 

                 
Date   Shares   Price
 
  1,300       3.19  
 
  2,500       3.22  
2/4/08
  5,000       3.08  
 
  5,000       3.15  
2/5/08
  5,000       3.11  
 
  5,000       3.12  
 
  1,800       3.15  
2/6/08
  5,000       3.09  
 
  5,000       3.11  
 
  3,900       3.13  
 
  200       3.15  
 
  500       3.17  
 
  600       3.18  
2/7/08
  5,000       2.99  
 
  5,000       3.05  
 
  300       3.10  
2/8/08
  4,700       3.15  
 
  300       3.16  
 
  5,600       3.30  
 
  900       3.31  
 
  3,100       3.33  
 
  2,900       3.35  
 
  10,000       3.40  
 
  2,500       3.44  
 
  4,000       3.45  
 
  1,000       3.46  
 
  5,000       3.50  
 
  2,400       3.58  
 
  100       3.60  
 
  2,500       3.62  
 
  2,500       3.70  
 
  2,500       3.85  
 
  2,500       4.00  
 
  2,000       4.42  
 
  500       4.44  
2/11/08
  5,000       5.20  
 
  2,500       5.30  
 
  2,500       5.35  
 
  2,500       5.40  
2/12/08
  3,000       4.70  
 
  100       4.71  
 
  2,000       4.72  
 
  3,800       4.74  
 
  5,000       4.75  

 

 

                 
Date   Shares   Price
 
  1,100       4.80  
 
  2,500       4.85  
2/13/08
  2,500       4.60  
 
  2,500       4.70  
 
  8,500       4.75  
 
  1,500       4.80  
 
  3,700       4.85  
 
  1,300       4.86  
 
  1,100       4.90  
 
  600       4.91  
 
  800       4.92  
 
  10,000       4.98  
 
  5,000       4.99  
2/14/08
  10,000       4.70  
2/15/08
  3,500       4.60  
2/19/08
  10,000       4.40  
2/20/08
  4,700       4.20  
 
  1,300       4.25  
2/21/08
  6,000       4.30  
     2. On February 25, 2008, the Reporting Persons sold 750,000 shares of the Common Stock at $4.00 per share pursuant to the Stock Purchase Agreement as discussed above.
     (d) Not applicable.
     (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     The information set forth under Item 6 of Amendment No. 2 is hereby deleted and replaced by the following:
     Pursuant to a Pledge Agreement, dated March 29, 2004, entered into by Dr. Gunnerman in favor of Argyll, Dr. Gunnerman pledged the Pledged Shares to Argyll to secure his obligations with respect to a loan made by Argyll to Dr. Gunnerman. In connection with a private settlement with Argyll, Dr. Gunnerman has agreed to terminate the pledge and permit Argyll to sell such shares in the open market in exchange for the receipt by Dr. Gunnerman of approximately $1,247,000. The transactions pursuant to the private settlement are currently contemplated to take effect on February 29, 2008.
     Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named herein and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

 

Item 7. Material to Be Filed as Exhibits
  99.1   Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934.
 
  99.2   Stock Purchase Agreement, entered into as of February 12, 2008, by and among Rudolf Gunnerman and Doris Gunnerman and Iroquois Master Fund Ltd. and Ellis Capital LP.
 
  99.3   Stock Option Agreement, entered into as of February 24, 2007, by and among Rudolf Gunnerman and Doris Gunnerman and persons or entities identified on the signature pages attached thereto.
 
  99.4   Amendment No. 1 to Stock Option Agreement, made as of November 27, 2007, by and among Rudolf Gunnerman and Doris Gunnerman and persons or entities identified on the signature pages attached thereto.
 
  99.5   Amendment No. 2 to Stock Option Agreement, made as of February 12, 2008, by and among Rudolf Gunnerman and Doris Gunnerman and the Optionees identified on Schedule A attached thereto.
 
  99.6   Stock Option Agreement, entered into as of February 12, 2008, by and among Rudolf Gunnerman and Doris Gunnerman and Iroquois Master Fund Ltd. and Ellis Capital LP.
 
  99.7   Lockup Agreement, entered into as of February 27, 2008, by and among Rudolf Gunnerman and Doris Gunnerman and Sulphco, Inc.
 
  99.8   Assignment and Consent Agreement, made as of February 12, 2008, by and among Rudolf Gunnerman, Doris Gunnerman, Iroquois Master Fund Ltd., Ellis Capital LP and the persons identified on the signature pages attached thereto.

 

 

Signature
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
         
     
Dated: February 29, 2008  By:      /s/ Rudolf W. Gunnerman  
      Rudolf W. Gunnerman   
       
 
         
     
Dated: February 29, 2008  /s/ Doris M. Gunnerman    
    Doris M. Gunnerman   
     
 

 

EX-99.1 2 f38527exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1
JOINT FILING AGREEMENT
     The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto relating to the securities of SulphCo, Inc., and hereby affirm that this Amendment No. 3 to Schedule 13D is being filed on behalf of each of the undersigned.
             
Dated: February 29, 2008
  By:     /s/ Rudolf W. Gunnerman    
 
           
 
      Rudolf W. Gunnerman    
 
           
 
            
Dated: February 29, 2008
      /s/ Doris M. Gunnerman    
 
           
 
      Doris M. Gunnerman    
 
           

EX-99.2 3 f38527exv99w2.htm EXHIBIT 99.2 exv99w2
 

EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
     This Stock Purchase Agreement (this “Agreement”) is entered into as of February 12, 2008, by and among Rudolf Gunnerman and Doris Gunnerman (“Gunnerman”), and the entities identified on the signature pages hereto, as buyers (each a “Buyer” and collectively “Buyers”).
     NOW, THEREFORE, for good and valuable consideration, Gunnerman, Borrower and Buyer agree as follows:
     1. Purchase and Sale. Subject to the terms, conditions and representations in this Agreement, Buyers agree to purchase from Gunnerman and Gunnerman agrees to sell to Buyers in the amounts indicated on the signature pages hereto (each a “Proportionate Amount”), all right, title and interest of Gunnerman in and to 2,000,000 shares of $.001 par value common stock (“Common Stock”) of Sulphco, Inc. (the “Company”) (“Purchased Stock”) for the purchase price (“Purchase Price”) described below.
     2. Consideration and Payment of Purchase Price.
          (a) The Purchase Price of 750,000 shares of Common Stock shall be $4.00 per share of Common Stock and be payable on the initial closing date (“Initial Closing Date”). On or prior to the Initial Closing Date, Gunnerman will deliver all of the Purchased Stock to Grushko & Mittman, P.C. as Escrow Agent, which will be held and released pursuant to the terms of an Escrow Agreement among Gunnerman, Buyers and the Escrow Agent relating to the Purchased Stock. Seven hundred and fifty thousand shares of Purchased Stock will be delivered to the Escrow Agent in the Buyer’s names in their Proportionate Amounts or in Gunnerman’s name with two medallion signature guaranteed stock powers endorsed in blank. If such Purchased Stock is delivered in Gunnerman’s name, the Escrow Agent is instructed to arrange for the Company’s transfer agent to reissue the Purchased Stock in each Buyer’s Proportionate Amounts. On or prior to the Initial Closing Date, each Buyer will deliver its Proportionate Amount of $3,000,000 to the Escrow Agent. On the Initial Closing Date, the Escrow Agent will release up to $3,000,000 to Gunnerman and up to 750,000 shares of Purchased Stock to the Buyers registered in each Buyer’s name, pursuant to the terms of the Escrow Agreement. The date such funds and shares are actually released is the Initial Closing Date.
          (b) The Purchase Price of 1,250,000 shares of Purchased Stock shall be determined as follows: one-thirtieth (1/30th) of 1,250,000 shares of Purchased Stock shall be valued each trading day for the thirty consecutive trading days commencing on the fiftieth trading after the Initial Closing Date (“Pricing Period”) at ninety percent (90%) of the daily volume weighted average price as reported by Bloomberg LP for the principal trading market for the Common Stock (“VWAP”), but not less than $2.75 nor more than $5.50 per share of Purchased Stock. Not later than five trading days after the thirtieth trading day of the Pricing Period (the actual date such notice is given being the “Payment Notice Date”), Grushko & Mittman, P.C. (the “Escrow Agent”) will notify Gunnerman and Buyers of the Purchase Price of the Purchased Stock priced during the Pricing Period. Not later than five trading days after the Payment Notice Date, each Buyer shall deliver to Grushko & Mittman, P.C., pursuant to the Escrow Agreement, its Proportionate Amount of the aggregate Purchase Price for the 1,250,000 shares of Purchased Stock to be priced during the Pricing Period. Thereafter, such Purchased

 

 

Stock to be purchased by each Buyer will be released to each Buyer and the Purchase Price for such 1,250,000 shares of Purchased Stock will be released to Gunnerman pursuant to the Escrow Agreement. The date of such mutual release is the Second Closing Date.
     3. Delivery of Purchased Stock by Gunnerman. Not later than five days after the date of this Agreement, Gunnerman shall deliver the Purchased Stock referred to in Section 2(b) above, to the Escrow Agent issued in the names of the Buyers. Gunnerman will deliver two share certificates for each Buyer, with each such certificate representing one-half of the Proportionate Amount of each such Buyer’s Purchased Stock. In the alternative, Gunnerman will deliver one or more share certificates to the Escrow Agent representing 1,250,000 shares of Purchased Stock together with medallion signature guaranteed stock powers endorsed in blank. The Escrow Agent is instructed, prior to such release and prior to the Second Closing Date, to cause the Company’s transfer agent to reissue such certificates in the names of the Buyers in their respective Proportionate Amounts.
     4. Purchase and Sale.
          (a) Effective upon the date of this Agreement (“Closing Date”), and subject to and conditioned upon the terms, covenants, limitations, and conditions contained herein, Gunnerman hereby sells, transfers, and assigns to Buyer, and Buyer hereby purchases and accepts from Gunnerman, in each case on and as of the Closing Date, all of Gunnerman’s right, title and interest, in, to, and under each such Buyer’s Proportionate Share of the Purchased Stock.
          (b) If Gunnerman receives any dividend or other payments from the Company with respect to the Purchased Stock after the Closing Date, Gunnerman will forward to each Buyer, such Buyer’s Allocated Portion of such dividends or other payments.
     5. Election Not to Purchase. In the event the VWAP for any of the last five trading days of the Pricing Period is less than $7.00 per share of Common Stock or the trading volume reported by Bloomberg LP for the principal trading market for the Common Stock is less than 1,000,000 shares for any such trading day, then each Buyer for himself by written notice to Gunnerman and the Escrow Agent not later than the Payment Notice Date may elect to not purchase the portion of the Purchased Stock to be priced during the Pricing Period.
     6. Buyer’s Obligations. In connection with the sale and transfer of the Purchased Stock, each Buyer shall deliver to Escrow Agent and Gunnerman such Buyer’s Proportionate Amount of the Purchase Price and an executed copy of this Agreement.
     7. Representations and Warranties and Covenants of Gunnerman. Each of Rudolf and Doris Gunnerman hereby represents and warrants and covenants to Buyer as follows:
          (a) Gunnerman is an individual, who is a U.S. citizen.
          (b) Gunnerman has the full power and authority to execute, deliver and perform this Agreement and to enter into and consummate the transactions contemplated by and described in this Agreement. Gunnerman has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this

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Agreement constitutes a legal, valid and binding obligation of Gunnerman, enforceable against Gunnerman in accordance with its terms.
          (c) As of the date of issuance of the Purchased Stock to Gunnerman, the Purchased Stock was validly issued, fully paid and nonassessable.
          (d) Gunnerman is the legal and beneficial owner and holder of the Purchased Stock and Gunnerman has not pledged, assigned or otherwise previously transferred the Purchased Stock. The Purchased Stock is free and clear of any liens, encumbrances, etc. whatsoever.
          (e) Gunnerman has not entered into any agreement or arrangement which would affect their ability to sell the Purchased Stock hereunder.
          (f) The Gunnermans were provided with the opportunity to present this Agreement and related documentation to an attorney for review and have determined upon their own free will to not avail themselvesf of such right. They understand that the transaction contemplated by this Agreement is a sophisticated business and financial transaction, and they have the acumen and experience to review this Agreement and related documentation and to enter into the transactions set forth in the Agreement without the aid of counsel. They acknowledge that they have not relied upon the advice, judgment or counsel of attorneys for either the Borrower or Buyer and they waive any claims the ymay have against such counsel arising out of this transaction.
          (g) Gunnerman is responsible for making any filings required to be made by him with all regulatory bodies arising from the transactions contemplated hereby.
          (h) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Gunnerman.
     8. Representations and Warranties of Buyer. Each Buyer for itself only, hereby represents and warrants to Gunnerman:
          (a) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and to enter into and consummate the transactions contemplated by this Agreement. The officer or officers of Buyer who shall execute and deliver this Agreement have been duly authorized to do so by all requisite action on the part of Buyer. Buyer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
          (b) Buyer has made such examination, review and investigation of the Purchased Stock and the Company, and of any and all facts and circumstances necessary to evaluate the Purchased Stock it has deemed necessary or appropriate. Except for the representations and warranties specifically and expressly made by Gunnerman above (a) Buyer has been and will continue to be solely responsible for Buyer’s own independent investigations

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as to all aspects of the contemplated transactions; and (b) Buyer has not relied upon any expressed or implied, written or oral, representation, warranty or other statement by or on behalf of Gunnerman concerning the Purchased Stock and the Company, except for such representations and warranties of Gunnerman as are specifically and expressly provided in this Agreement.
          (c) Buyer is acquiring the Purchased Stock without any view either to participate in (other than as described in this Agreement), or to sell the Purchased Stock in connection with any public distribution thereof, and Buyer has no intention of making any distribution of the Purchased Stock in a manner which would violate applicable securities laws; provided, however, that nothing in this Agreement shall restrict or limit in any way Buyer’s ability and right to dispose of all or part of the Purchased Stock in accordance with such laws if at some future time Buyer deems it advisable to do so.
     9. Excluded Information. Each of Gunnerman and the Buyers may have come into possession of non-public information related to the Company that may not be known to the other, and will not be disclosed to the other, which information, may be material to the Company and/or the value of the Purchased Stock (collectively “Excluded Information”). The foregoing notwithstanding, each party hereto has decided to proceed with the transactions described herein and all other agreements among the parties. Each party shall have no liability to the other or its affiliates and each party, on behalf of itself and its affiliates, waives any and all claims it might have against the other or any of its officers, directors, agents, affiliates, partners, managers or members, whether under applicable securities laws or otherwise, with respect to the non-disclosure of the Excluded Information. Each party has not requested and does not want to receive any of the Excluded Information.
     10. Taxes. Each party shall be responsible for the payment of all taxes and charges, including sales and transfer taxes and recording taxes, resulting from or payable in connection with the Agreement for which each party is liable as a matter of law. No party shall have the obligation to pay taxes due by another party.
     11. Further Assurances. Effective upon the date of this Agreement, Gunnerman, Borrower and each Buyer each hereby covenant and agree to execute and deliver all such documents and instruments, and to take such further actions as may be reasonably necessary or appropriate, from time to time, to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby.
     12. Miscellaneous.
          (a) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation

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generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
         
 
  If to Gunnerman:   Rudolf Gunnerman and Doris Gunnerman
 
      6601 Windy Hill Way
 
      Reno, NV 89511
 
      Fax: (775) 826-2727
Notice to either Rudolf Gunnerman or Doris Gunnerman shall be deemed notice to both of Rudolf Gunnerman and Doris Gunnerman.
         
 
  If to Buyers:   To the one or more addresses and telecopier
 
      numbers indicated on Schedule A hereto
 
        
 
  With a copy to:   Grushko & Mittman, P.C.
 
      551 Fifth Avenue, Suite 1601
 
      New York, NY 10176
 
      Attn: Eliezer Drew, Esq.
 
      Fax: (212) 697-3575
          (b) No Waiver. No delay or omission by either party hereto in exercising any right or power arising from any default by the other party hereto shall be construed as a waiver of such default or as an acquiescence therein, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right or power arising from any default by the other party hereto. No waiver of any breach of any of the covenants or conditions contained in this Agreement shall be construed to be a waiver of or an acquiescence in or a consent to any previous or subsequent breach of the same or of any other condition or covenant.
          (c) No Third Party Beneficiary. This Agreement is made for the sole benefit of Gunnerman and Buyers and their respective successors and permitted assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of either party hereto or arising from any default by either party hereto.
          (d) Attorney Fees and Costs. In the event any legal action is undertaken in order to enforce or interpret any provision of this Agreement, the prevailing party in such legal action, as determined by the court, shall be entitled to receive from the other party the prevailing party’s reasonable attorneys’ fees and court costs.
          (e) No Agreement to Third Party. This Agreement shall not be assigned by either party without the written consent of the other parties, which consent may be withheld in such other party’s sole discretion.

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          (f) Integration; Entire Agreement. This Agreement and any documents executed in connection herewith or pursuant hereto constitute the entire understanding between the parties hereto with respect to the subject matter hereof, superseding all prior written or oral understandings, and may not be terminated, modified or amended in any way except by a written agreement signed by each of the parties hereto.
          (g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same document. This Agreement may be executed by facsimile signature and delivered by facsimile transmission.
          (h) Legal Effect. If any provision of this Agreement conflicts with applicable law, such provision shall be deemed severed from this Agreement, and the balance of this Agreement shall remain in full force and effect.
          (i) Choice of Law and Venue; Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law. GUNNERMAN, BORROWER AND BUYER WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.
          (j) Gunnerman, Borrower and Buyer shall each bear their own expenses, including legal fees, incident to the negotiation and preparation of this Agreement and the consummation of the transaction contemplated thereby.
[Balance of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF the undersigned have executed this Stock Purchase Agreement as of the date above written.
     
RUDOLF GUNNERMAN
   
 
    
/s/ Rudolf Gunnerman
    
 
    
DORIS GUNNERMAN
    
 
    
/s/ Doris Gunnerman
    
[Signature Page to Stock Purchase Agreement, etc.]
[Signatures of Buyers Continued Next Page]

 

[BUYER SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]
     IN WITNESS WHEREOF the undersigned have executed this Agreement as of the first date above written.
Name of Buyer: Iroquois Master Fund Ltd.
Signature of Authorized Signatory of Buyer: /s/ Josha Silverman
Name of Authorized Signatory: Josha Silverman
Title of Authorized Signatory: Authorized Signatory
Fax Number of Buyer:
Address for Notice to Buyer:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Buyer (if not same as above):
Proportionate Amount: Two-Thirds
[BUYER SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

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[BUYER SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]
     IN WITNESS WHEREOF the undersigned have executed this Agreement as of the first date above written.
Name of Buyer: Ellis Capital LP
Signature of Authorized Signatory of Buyer: /s/ Martin Chopp
Name of Authorized Signatory: /s/ Martin Chopp
Title of Authorized Signatory: General Partner
Fax Number of Buyer:
Address for Notice to Buyer:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Buyer (if not same as above):
Proportionate Amount: One-Third
[BUYER SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

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EX-99.3 4 f38527exv99w3.htm EXHIBIT 99.3 exv99w3
 

EXHIBIT 99.3
STOCK OPTION AGREEMENT
     This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of April 24, 2007 by and between the parties listed on the signature pages hereto as Optionees (“Optionees”), and Rudolf Gunnerman and Doris Gunnerman, as joint owners, the undersigned stockholders (“Stockholders”) of Sulphco, Inc., a Nevada corporation (the “Company”).
BACKGROUND
          A. Concurrently with the execution of this Agreement, Optionees , Stockholder and the Company have entered into that certain Assignment of Promissory Note, of even date herewith (“Assignment”; all capitalized terms used and not defined herein are used as defined in the Assignment), pursuant to which Optionees are purchasing from Stockholders a certain $7,000,000 original principal amount promissory note (“Note”), issued by the Company in favor of Rudolf Gunnerman, dated as of December 31, 2004, and Stockholders have agreed to enter into this Agreement as additional consideration for the aforementioned purchase. As of the Closing Date, the outstanding principal balance of the Note is $5,000,000, and accrued and unpaid interest on the Note is $66,570.
          B. Stockholders are the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of at least 1,500,000 shares of outstanding common stock of the Company (“Shares” or “Securities”).
          NOW, THEREFORE, in consideration of the execution and delivery by Optionees of the Assignment and the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:
          1. Option.
               (a) Subject to the terms and conditions set forth in this Agreement, effective immediately, the Stockholders hereby grant to Optionees an option (the “Option”) to purchase up to 1,500,000 Shares from the Stockholders (for each Optionee up to the Allocated Amount set forth on the signature pages hereof), at a per share purchase price equal to Four Dollars and Ten Cents per share (the “Purchase Price”).
               (b) The shares subject to the Option are the following Common Stock Certificates of the Company: number 1484, in the amount of 1,000,000 shares issued to the Stockholders and number 1787, in the amount of 500,000 shares issued to the Stockholders (collectively, the “Certificates”). Simultaneously with the execution of this Option Agreement, the Certificates shall be delivered into escrow with Grushko & Mittman, P.C., as escrow agent (“Escrow Agent”), pursuant to the form of escrow agreement attached hereto as Exhibit B. If at any time after the date of execution of this Agreement and during the term hereof, Stockholders receive any further shares of stock due to a stock split, or otherwise, with regard to the shares represented by Certificates, they shall immediately deliver those shares into escrow with the Escrow Agent.

 

               (c) The Option may be exercised by an Optionee in whole or in part commencing on the Closing Date and continuing through the eight (8) month anniversary of the Closing Date. There may be multiple exercises of the Option and at the time of each partial exercise the Stockholders shall make a notation in their books and records as to the remaining portion of the Option subject to exercise.
               (d) In the event that an Optionee wishes to exercise the Option, it shall send to the Stockholders and Escrow Agent a written notice (the date of each such notice being herein referred to as a “Notice Date”) setting forth its irrevocable election to that effect, which notice also specifies a date not earlier than five (5) business days nor later than thirty (30) business days from the Notice Date for the closing of such purchase (an “Option Closing Date”). The place of any Option Closing shall be at the offices of Grushko & Mittman, P.C. at 551 Fifth Avenue, Suite 1601, New York, NY 10176, and the time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.
               (e) At the Option Closing, an Optionee shall pay to the Stockholders by delivery to Escrow Agent in immediately available funds by wire transfer to a bank account designated in writing in the Escrow Agreement an amount equal to the Purchase Price; provided, that failure or refusal of the Escrow Agent to designate a bank account shall not preclude Optionee from exercising the Option. The terms of the Escrow Agreement shall govern mechanics for release of stock and funds and related matters.
               (f) At the Option Closing, upon delivery of immediately available funds as provided above, the Escrow Agent shall deliver: (i) to the Optionee, a certificate or certificates representing its Securities to be purchased at such Option Closing (or, a certificate endorsed in blank) and registered on the books and records of the Company in Optionee’s name, which Securities shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever, and (ii) to Stockholders, the Purchase Price.
               (g) In the event of any change in the Company Common Stock by reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of Securities subject to the Option, and the per share purchase price therefor, shall be adjusted appropriately, so that Optionee shall receive upon exercise of the Option the number and class of shares or other securities or property that Optionee would have received if the Option had been exercised immediately prior to such event or the record date therefor, as applicable.
                    2. Termination. The right to exercise this Option shall terminate upon the eight (8) month anniversary of the date of this Agreement. Notwithstanding the foregoing, if the Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, the Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the thirtieth (30th) business day after such impediment shall have been removed. Notwithstanding the

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termination of the Option or this Agreement, Optionees shall be entitled to purchase the Securities if it has exercised the Option in accordance with the terms hereof prior to such termination and such termination shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination.
          3. Representations and Warranties of the Stockholders. The Stockholders hereby represent and warrant to Optionees as follows:
               (a) Due Authorization; Enforceability. The Stockholders have full power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholders, and no other proceedings on the part of the Stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholders and constitutes a valid and binding agreement of the Stockholders, enforceable against such Stockholders in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and to general principles of equity.
               (b) Ownership of Securities; Voting Rights. The Stockholders have sole voting power with respect to the Shares. The Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding to which the Stockholders are a party restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.
               (c) No Encumbrances. Upon the exercise of the Option and the delivery to an Optionee by Stockholders of a certificate or certificates, or other similar document, evidencing the Shares, Optionee will receive good, valid and marketable title to the Shares, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Optionees’ voting rights, charges and other encumbrances of any nature whatsoever (except any security interest created by Optionees ).
               (d) No Conflicts. No authorization, consent or approval of any court or any public body or authority is necessary for the consummation by the Stockholders of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Stockholders will not constitute a breach, violation or default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien or encumbrance upon any of the properties or assets of such Stockholders under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument to which such Stockholders are a party or by which his, her or its properties or assets are bound, other than breaches, violations, defaults, terminations, accelerations or creation of liens and encumbrances which, in the aggregate, would not materially impair the ability of such Stockholders to perform his, her or its obligations hereunder.

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               (e) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholders.
               (f) Stockholders were provided with the opportunity to present this Agreement and related documentation to an attorney for review and have determined upon their own free will to not avail themselves of such right. They understand that the transaction contemplated by this Assignment is a sophisticated business and financial transaction, and they have the acumen and experience to review this Assignment and related documentation and to enter into the transactions set forth in the Assignment without the aid of counsel. They acknowledge that they have not relied upon the advice, judgment or counsel of attorneys for either the Borrower or Optionees and they waive any claims they may have against them arising out of this transaction
          4. Representations and Warranties of Optionees.
               Each Optionee represents warrants as follows:
               (a) Compliance with the Securities Act of 1933. The Optionee understands and agrees that the Securities have not been registered under the Securities Act of 1933 (“1933 Act”) or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Optionee contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
               (b) Status of Optionee. The Optionee is, and will be at the time of the exercise of the Option, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Optionee to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Optionee has the authority and is duly and legally qualified to purchase and own the Securities. The Optionee is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Optionee is accurate.
               (c) Restricted Securities. Optionee understands that the Securities have not been registered under the 1933 Act and such Optionee will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.

4

 

               (d) Upon exercise of the Option in whole or in part, the Securities issued shall bear the following or similar legend:
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SULPHCO, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”
          5. Stockholders Covenants. The Stockholders hereby covenant and agree as follows:
               (a) The Stockholders hereby agree, while this Agreement is in effect, and except as contemplated hereby, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, “Sell,” “Sold” or “Sale,” as the case may be), any of the Securities.
               (b) The Stockholders agree not to engage in any action or omit to take any action which would have the effect of preventing or disabling Stockholders from delivering its Securities to Optionees or otherwise performing its obligations under this Agreement.
               (c) Simultaneously with the execution hereof, the Stockholders shall enter into the Lockup Agreement attached hereto as Exhibit A.
               (d) The Stockholders are responsible for making any filings required to be made by him with all regulatory bodies arising from the transactions contemplated hereby.
          6. Miscellaneous.
               (a) Fees and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses.

5

 

               (b) Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.
               (c) Choice of Law and Venue; Jury Trial Waiver. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law. STOCKHOLDERS, COMPANY AND OPTIONEES WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS ASSIGNMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.
               (d) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
     
If to Stockholders:
  Rudolf Gunnerman
 
  6601 Windy Hill Way
 
  Reno, NV 89511
 
    
If to Company:
  SulphCo., Inc.
 
  850 Spice Islands Dr.
 
  Sparks, NV 89431
 
    
with a copy to:
  K&L Gates
 
  Attn: Robert Matlin, Esq.
 
  599 Lexington Ave.
 
  New York, NY 10022
      If to Optionees : To the one or more addresses and telecopier numbers indicated on the signature pages hereto
     
 
    
With a copy to:
    
 
  Grushko & Mittman, P.C.
 
  551 Fifth Avenue, Suite 1601
 
  New York, New York 10176
telecopier: (212) 697-3575

6

 

               (e) Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without the consent required pursuant to the preceding sentence shall be null and void. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.
               (f) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
               (g) Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.
               (h) Further Assurances. Each party hereto shall perform such further acts and execute such further documents as may reasonably be required to carry out the provisions of this Agreement

7

 

     IN WITNESS WHEREOF, the undersigned have executed this Stock Option Agreement on the date first above written.
         
STOCKHOLDERS
    
 
        
/s/ RUDOLF GUNNERMAN    
     
RUDOLF GUNNERMAN    
 
        
/s/ DORIS GUNNERMAN    
     
DORIS GUNNERMAN    
 
        
ACKNOWLEDGED BY:    
 
        
SULPHCO, INC.    
 
        
By:
  /s/ Larry D. Ryan
 
    
 
  Larry D. Ryan    
 
  CEO    
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]

8

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Ellis Capital LLC
Signature of Authorized Signatory of Optionee:
     /s/ Martin Chopp                                                             
Name of Authorized Signatory: /s/ Martin Chopp                                                             
Title of Authorized Signatory: General Partner                                                             
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C. 
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 23.20%
Number of Shares of Option (“Allocated Portion”): 348,020
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

9

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Mayflower Oak LLC
Signature of Authorized Signatory of Optionee:
     /s/ David Susswein
Name of Authorized Signatory: David Susswein
Title of Authorized Signatory: Authorized Representative
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 26.52%
Number of Shares of Option (“Allocated Portion”): 397,790
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Iroquois Master Fund Ltd.
Signature of Authorized Signatory of Optionee:
     /s/ Joshua Silverman               
Name of Authorized Signatory: /s/ Joshua Silverman               
Title of Authorized Signatory: /s/ Authorized Signator               
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 16.57%
Number of Shares of Option (“Allocated Portion”): 248,619
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Scott Cohen
Signature of Authorized Signatory of Optionee:
     /s/ Scot Cohen
Name of Authorized Signatory:  Scot Cohen
Title of Authorized Signatory:  Individual
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 8.73%
Number of Shares of Option (“Allocated Portion”): 130,893
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Scot Jason Cohen Foundation Inc.
Signature of Authorized Signatory of Optionee:
     /s/ Phyllis Cohen
Name of Authorized Signatory: Phyllis Cohen
Title of Authorized Signatory: President
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount 1.77%
Number of Shares of Option (“Allocated Portion”): 26,519
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Merav Abbe Irrevocable Trust
      /s/ Colman Abbe, Trustee
Signature of Authorized Signatory of Optionee:
     /s/ Colman Abbe, Trustee
Name of Authorized Signatory: Colman Abbe, Trustee
Title of Authorized Signatory: Trustee
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenne, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 10.49%
Number of Shares of Option (“Allocated Portion”): 157,412
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK. OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Edward G. Rosenblom
Signature of Authorized Signatory of Optionee:
     /s/ Edward G. Rosenblom        
Name of Authorized Signatory: Edward G. Rosenblom
Title of Authorized Signatory:                                                                                      
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 3.31%
Number of Shares of Option (“Allocated Portion”): 49,724
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Devidas Budrani
Signature of Authorized Signatory of Optionee: /s/ Devidas Budrani        
Name of Authorized Signatory: Devidas Budrani
Title of Authorized Signatory: Individual
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C,
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 7.18%
Number of Shares of Option (“Allocated Portion”): 107,689
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Joshua Silverman
Signature of Authorized Signatory of Optionee:
     /s/ Joshua Silverman            
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory: Individual
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 1.11%
Number of Shares of Option (“Allocated Portion”): 16,667
[SIGNATURE PAGES CONTINUE]
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Philip Mirabelli
Signature of Authorized Signatory of Optionee:
     /s/ Philip Mirabelli          
Name of Authorized Signatory: Philip Mirabelli
Title of Authorized Signatory: Individual
Fax Number of Optionee:
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: 1.11%
Number of Shares of Option (“Allocated Portion”): 16,667
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

EX-99.4 5 f38527exv99w4.htm EXHIBIT 99.4 exv99w4
 

EXHIBIT 99.4
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT
     This Amendment No. 1 made as of November 27, 2007 relates to the Stock Option Agreement entered into as of April 24, 2007, by and among Optionees identified on the signature pages hereto and Rudolf and Doris Gunnerman as Stockholders; and to a certain Lockup Agreement dated as of April 24, 2007 entered into by Rudolf and Doris Gunnerman as Holders for the benefit of Optionees.
     For mutual good and valuable consideration and the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:
     1. Notwithstanding the restrictions on transfer contained in the Lockup Agreement, the Stockholders may transfer an amount equal to up to 1% of the outstanding Common Stock of Sulphco, Inc., each three months pursuant to a 10b5-l retirement plan administered by Oppenheimer & Company.
     2. The right to exercise the Option (as defined in the Stock Option Agreement) is extended through February 29, 2008, or such later date pursuant to Section 2 of the Stock Option Agreement.
     3. Capitalized terms employed herein shall have the meanings given to them in the Stock Option Agreement and Lockup Agreement.
     4. Except as modified herein, all of the terms of the Stock Option Agreement and Lockup Agreement remain in full force and effect.
     5. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Option Agreement and Lockup Agreement apply to this Amendment No. 1.
     6. This Amendment No. 1 shall be effective upon the approval of Optionees holding not less than 50.1% of the principal amount of $5,000,000 presently outstanding on the Note assigned by Ruldolf and Doris Gunnerman to Optionees as of April 27, 2007 pursuant an Assignment of Promissory Note Agreement dated as of April 24, 2007.
     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the first date above written.
     
/s/ RUDOLF GUNNERMAN
  /s/ DORIS GUNNERMAN
 
   
RUDOLF GUNNERMAN Nov 28–07
  DORIS GUNNERMAN 11/28/07
[OPTIONEE SIGNATURE PAGES TO FOLLOW]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO STOCK
OPTION AGREEMENT AND LOCKUP AGREEMENT]
     
Name of Optionee: Ellis Capital LLC
    
 
   
 
   
 
    
Signature of Authorized Signatory of Optionee: /s/ Martin Chopp
    
 
 
 
    
Name of Authorized Signatory: MARTIN CHOPP
   
 
   
 
    
Title of Authorized Signatory: GENERAL PARTNER
    
 
    
Fax Number of Optionee:  
    
 
    
Address of Optionee:
    
Proportionate Amount of Note: 23.20%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
             
Name of Optionee: Abraham Wolfson, successor Mayflower Oak LLC
Signature of Authorized Signatory of Optionee:
   /s/ Abraham Wolfson
 
             
Name of Authorized Signatory:
    
 
 
 
Title of Authorized Signatory:
    
 
   
Fax Number of Optionee: 
 
Address of Optionee:
    
Proportionate Amount of Note: 3.66%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: South Ferry #2, LP, successer Mayflower Oak LLC
         
Signature of Authorized Signatory of Optionee:
  /s/ Morris Wolfson    
 
 
 
 		   
         
Name of Authorized Signatory:
  Morris Wolfson    
 
 
 
    
         
Title of Authorized Signatory:
  Portfolio Manager    
 
 
 
    
Fax Number of Optionee:  
     
Address of Optionee:
   
Proportionate Amount of Note: 2.75%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Morris Wolfson, successor Mayflower Oak LLC
Signature of Authorized Signatory of Optionee: /s/ Morris Wolfson                                        
Name of Authorized Signatory:                                                                                    
Title of Authorized Signatory:                                                                             
Fax Number of Optionee:
Address of Optionee:
Proportionate Amount of Note: 6.40%
[SIGNATURE PAGES CONTINUE]

 

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Aaron Wolfson, successor Mayflower Oak LLC
         
Signature of Authorized Signatory of Optionee:
  /s/ Aaron Wolfson
 
    
         
Name of Authorized Signatory:
        
 
 
 
    
         
Title of Authorized Signatory:
        
 
 
 
    
Fax Number of Optionee:  
Address of Optionee:
Proportionate Amount of Note: 10.97%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO, 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Eli Leriston, successor Mayflower Oak LLC
         
Signature of Authorized Signatory of Optionee:
  /s/ Eli Leriston    
 
       
 
        
Name of Authorized Signatory:
        
 
    
 
        
Title of Authorized Signatory:
        
 
    
Fax Number of Optionee:  
Address of Optionee:
Proportionate Amount of Note: 2.74%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
     
Name of Optionee: Iroquois Master Fund Ltd.
    
 
    
Signature of Authorized Signatory of Optionee:
  /s/ Joshua Silverman
 
   
Name of Authorized Signatory:      Joshua Silverman
Title of Authorized Signatory:      Authorized Signator
Fax Number of Optionee:  
Address of Optionee:
Proportionate Amount of Note: 16.57%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Scott Cohen
         
Signature of Authorized Signatory of Optionee:    /s/ Scot Cohen
   
 
 
 		   
Name of Authorized Signatory:    Scot Cohen
   
 
        
Title of Authorized Signatory:    
   
 
        
Fax Number of Optionee:  
        
 
        
Address of Optionee:
        
Proportionate Amount of Note: 8.73%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
         
Name of Optionee: Scott Jason Cohen Foundation Inc.
 
        
Signature of Authorized Signatory of Optionee:
  /s/ Phyllis Cohen    
 
       
 
        
Name of Authorized Signatory: Phyllis Cohen
        
 
        
Title of Authorized Signatory: President
        
 
        
Fax Number of Optionee:  
        
 
        
Address of Optionee:
        
Proportionate Amount of Note: 1.77%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Merav Abbe Irrevocable Trust
         
Signature of Authorized Signatory of Optionee:
  /s/ Colman Abbe Trustee
 
    
 
        
Name of Authorized Signatory: Colman Abbe
   
 
        
Title of Authorized Signatory: Trustee
   
 
        
Fax Number of Optionee:
       
Address of Optionee:
Proportionate Amount of Note: 10.49%
[SIGNATURE PAGES CONTINUE]

 

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Devidas Budrani
         
Signature of Authorized Signatory of Optionee :
   /s/ Devidas Budrani
 
    
 
        
Name of Authorized Signatory: Devidas Budrani
   
 
        
Title of Authorized Signatory:
   
Fax Number of Optionee:  
Address of Optionee:
Proportionate Amount of Note: 7.18%
[SIGNATURE PAGES CONTINUE]

 

 

[OPTIONEE SIGNATURE PAGES TO STOCK AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
Name of Optionee: Joshua Silverman
         
Signature of Authorized Signatory of Optionee:
  /s/ Joshua Silverman
 
    
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory:                          
Fax Number of Optionee:
Address of Optionee:
Proportionate Amount of Note: 1.11%
[SIGNATURE PAGES CONTINUE]

 

[OPTIONEE SIGNATURE PAGES TO AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT AND LOCKUP AGREEMENT]
         
Name of Optionee: Philip Mirabelli
       
 
        
Signature of Authorized Signatory of Optionee:
  /s/ Philip Mirabelli    
 
       
 
        
Name of Authorized Signatory: Philip Mirabelli
   
 
        
Title of Authorized Signatory:
   
 
        
Fax Number of Optionee:
   
 
        
Address of Optionee:
        
 
        
Proportionate Amount of Note: 1.11%
        

EX-99.5 6 f38527exv99w5.htm EXHIBIT 99.5 exv99w5
 

EXHIBIT 99.5
AMENDMENT NO. 2 TO STOCK OPTION AGREEMENTS
     This Amendment No. 2 made as of February 12, 2008 relates to the Stock Option Agreements entered into as of April 24, 2007, by and among Optionees identified on Schedule A hereto and Rudolf and Doris Gunnerman as Stockholders.
     For mutual good and valuable consideration and the mutual covenants, conditions and agreements herein contained, and other good and valuable consideration and intending to be legally bound, the parties hereto hereby agree as follows:
     1. The right to exercise the Option (as defined in each of the Stock Option Agreements) is extended until the sooner of (i) August 31, 2008, or (ii) the thirtieth day after notice is given by Stockholders after and that the Common Stock of Sulphco, Inc. has a volume weighted average trading price of $6.00 or higher for five consecutive trading days with trading volume of not less than 1,000,000 shares of Common Stock each such trading day, as reported by Bloomberg LP for the principal trading market of such Common Stock, or (iii) such later date pursuant to Section 2 of the Stock Option Agreement.
     2. Capitalized terms employed herein shall have the meanings given to them in the Stock Option Agreements.
     3. Except as modified herein, all of the terms of the Stock Option Agreements remain in full force and effect.
     4. All of the venue, jurisdiction, notice and miscellaneous provisions of the Stock Option Agreements apply to this Amendment No. 2.
     5. This Amendment No. 2 shall be effective immediately.
     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of the first date above written.
             
/s/ Rudolf Gunnerman
      /s/ Doris Gunnerman    
 
RUDOLF GUNNERMAN
     
 
DORIS GUNNERMAN 		   

 

 

SCHEDULE A TO AMENDMENT NO. 2
TO STOCK OPTION AGREEMENT
     
OPTIONEES
   
ELLIS CAPITAL LLC
    
ABRAHAM WOLFSON, successor to Mayflower Oak LLC
    
SOUTH FERRY #2, LP, successor to Mayflower Oak LLC
    
MORRIS WOLFSON, successor to Mayflower Oak LLC
    
AARON WOLFSON, successor to Mayflower Oak LLC
    
ELI LERISTON, successor to Mayflower Oak LLC
    
IROQUOIS MASTER FUND LTD.
    
SCOT COHEN
    
SCOTT JASON COHEN FOUNDATION INC.
    
MERAV ABBE IRREVOCABLE TRUST
    
EDWARD G. ROSENBLOM
    
DEVIDAS BUDRANI
    
JOSHUA SILVERMAN
    
PHIL MIRABELLI
    

 

EX-99.6 7 f38527exv99w6.htm EXHIBIT 99.6 exv99w6
 

EXHIBIT 99.6
STOCK OPTION AGREEMENT
     This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of February 12, 2008 by and between the parties listed on the signature pages hereto as Optionees (“Optionees”), and Rudolf Gunnerman and Doris Gunnerman, as joint owners, the undersigned stockholders (“Stockholders”) of Sulphco, Inc., a Nevada corporation (the “Company”).
BACKGROUND
     A. Concurrently with the execution of this Agreement, Optionees and Stockholder have entered into that certain Stock Purchase Agreement of even date herewith (“SPA”), pursuant to which Optionees are purchasing from Stockholders up to 2,000,000 shares of Common Stock of the Company.
     B. Stockholders are the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of at least the amount of shares of outstanding common stock of the Company (“Shares” or “Securities”) necessary to fulfill Stockholders’ obligations hereunder.
     C. Capitalized terms not otherwise defined herein shall have the meanings attributed to such terms in the SPA.
     NOW, THEREFORE, in consideration of the execution and delivery by Optionees of the Assignment and the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:
     1. Option.
          (a) Subject to the terms and conditions set forth in this Agreement, effective immediately, the Stockholders hereby grant to Optionees an option (the “Option”) to purchase up to 2,000,000 Shares (“Option Shares”) from the Stockholders (for each Optionee up to the Proportionate Amount set forth on the signature pages hereof), at a per share purchase price equal to Four Dollars and Fifty Cents ($4.50) per share (the “Purchase Price”).
          (b) Simultaneously with the execution of this Option Agreement, Stockholders will deliver 2,000,000 into escrow with Grushko & Mittman, P.C., as escrow agent (“Escrow Agent”), pursuant to the form of escrow agreement attached hereto as Exhibit A. If at any time after the date of execution of this Agreement and during the term hereof, Stockholders receive any further shares of stock due to a stock split, or otherwise, with regard to the shares represented by Certificates, they shall immediately deliver those shares into escrow with the Escrow Agent.
          (c) The Option may be exercised by an Optionee in whole or in part commencing on the Closing Date and continuing through December 31, 2008. There may be up to five exercises of the Option by each Optionee. At the time of each partial exercise the

 

 

Stockholders shall make a notation in their books and records as to the remaining portion of the Option subject to exercise.
          (d) This Option may be exercised by each Optionee only up to the same number of shares as are purchased by such Optionee under the SPA.
          (e) In the event that an Optionee wishes to exercise the Option, it shall send to the Stockholders and Escrow Agent a written notice (the date of each such notice being herein referred to as a “Notice Date”) setting forth its irrevocable election to that effect, which notice also specifies a date not earlier than five (5) business days nor later than thirty (30) business days from the Notice Date for the closing of such purchase (an “Option Closing Date”). The place of any Option Closing shall be at the offices of Grushko & Mittman, P.C. at 551 Fifth Avenue, Suite 1601, New York, NY 10176, and the time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.
          (f) At the Option Closing, an Optionee shall pay to the Stockholders by delivery to Escrow Agent in immediately available funds by wire transfer to the bank account designated in writing in the Escrow Agreement an amount equal to the Purchase Price. The terms of the Escrow Agreement shall govern mechanics for release of stock and funds and related matters.
          (g) At the Option Closing, upon delivery of immediately available funds as provided above, the Escrow Agent shall deliver: (i) to the Optionee a certificate or certificates representing the Option Shares to be purchased at such Option Closing (or, a certificate endorsed in blank) and registered on the books and records of the Company in Optionee’s name, which Securities shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever, and (ii) to Stockholders, the Purchase Price.
          (h) In the event of any change in the Common Stock by reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transaction, the type and number of Option Shares subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, so that Optionee shall receive upon exercise of the Option the number and class of shares or other securities or property together with any additional shares delivered to the Escrow Agent pursuant to Section 2(b) above that Optionee would have received if the Option had been exercised immediately prior to such event or the record date therefor, as applicable.
     2. Termination. The right to exercise this Option shall terminate on December 31, 2008. Notwithstanding the foregoing, if the Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, the Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal, and (y) 5:00 p.m. New York Time, on the thirtieth (30th) business day after such impediment shall have been removed. Notwithstanding the termination of the Option or this Agreement, Optionees shall be entitled to purchase the Securities if it has exercised the Option in accordance with the terms hereof prior to such termination and such termination shall

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not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination.
     3. Representations and Warranties of the Stockholders. The Stockholders hereby represent and warrant to Optionees as follows:
          (a) Due Authorization; Enforceability. The Stockholders have full power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholders, and no other proceedings on the part of the Stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholders and constitutes a valid and binding agreement of the Stockholders, enforceable against such Stockholders in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and to general principles of equity.
          (b) Ownership of Securities; Voting Rights. The Stockholders have sole voting power with respect to the Option Shares. The Option Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding to which the Stockholders are a party restricting or otherwise relating to the voting, dividend rights or disposition of the Option Shares.
          (c) No Encumbrances. Upon the exercise of the Option and the delivery to an Optionee by Stockholders of a certificate or certificates, or other similar document, evidencing the Option Shares, Optionee will receive good, valid and marketable title to the Shares, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Optionees’ voting rights, charges and other encumbrances of any nature whatsoever (except any security interest created by Optionees).
          (d) No Conflicts. No authorization, consent or approval of any court or any public body or authority is necessary for the consummation by the Stockholders of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Stockholders will not constitute a breach, violation or default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien or encumbrance upon any of the properties or assets of such Stockholders under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument to which such Stockholders are a party or by which his or her properties or assets are bound, other than breaches, violations, defaults, terminations, accelerations or creation of liens and encumbrances which, in the aggregate, would not materially impair the ability of such Stockholders to perform his or her obligations hereunder.

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          (e) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholders.
          (f) Stockholders were provided with the opportunity to present this Agreement and related documentation to an attorney for review and have determined upon their own free will to not avail themselves of such right. They understand that the transaction contemplated by this Assignment is a sophisticated business and financial transaction, and they have the acumen and experience to review this Assignment and related documentation and to enter into the transactions set forth in the Assignment without the aid of counsel. They acknowledge that they have not relied upon the advice, judgment or counsel of attorneys for either the Borrower or Optionees and they waive any claims they may have against them arising out of this transaction
     4. Representations and Warranties of Optionees. Each Optionee represents warrants as follows:
          (a) Compliance with the Securities Act of 1933. The Optionee understands and agrees that the Option Shares have not been registered under the Securities Act of 1933 (“1933 Act”) or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Optionee contained herein), and that Option Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
          (b) Status of Optionee. The Optionee is, and will be at the time of the exercise of the Option, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Optionee to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Optionee has the authority and is duly and legally qualified to purchase and own the Option Shares. The Optionee is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Optionee is accurate.
          (c) Restricted Securities. Optionee will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Option Shares unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.
          (d) Upon exercise of the Option in whole or in part, the Option Shares issued shall bear the following or similar legend:

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“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SULPHCO, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”
     5. Stockholders Covenants. The Stockholders hereby covenant and agree as follows:
          (a) The Stockholders hereby agree, while this Agreement is in effect, and except as contemplated hereby, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, “Sell,” “Sold” or “Sale,” as the case may be), any of the Option Shares.
          (b) The Stockholders agree not to engage in any action or omit to take any action which would have the effect of preventing or disabling Stockholders from delivering the Option Shares to Optionees or otherwise performing its obligations under this Agreement.
          (c) The Stockholders are responsible for making any filings required to be made by him with all regulatory bodies arising from the transactions contemplated hereby.
          (d) Simultaneously with the execution hereof, the Stockholders shall enter into and deliver the Lockup Agreement attached hereto as Exhibit B.
     6. Miscellaneous.
          (a) Fees and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses.
          (b) Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.
          (c) Choice of Law and Venue; Jury Trial Waiver. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of law. STOCKHOLDERS, COMPANY AND OPTIONEESWAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS ASSIGNMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR

5

 

STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.
          (d) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
         
 
  If to Stockholders:   Rudolf Gunnerman
 
      6601 Windy Hill Way
 
      Reno, NV 89511
 
      Fax: (775) 826-2727
Notice to either Rudolf Gunnerman or Doris Gunnerman shall be deemed notice to both of Rudolf Gunnerman and Doris Gunnerman.
         
 
  If to Optionees :   To the one or more addresses and telecopier
 
      numbers indicated on the signature pages hereto
 
        
 
  With a copy to:   Grushko & Mittman, P.C.
 
      551 Fifth Avenue, Suite 1601
 
      New York, New York 10176
 
      Fax: (212) 697-3575
          (e) Assignment; Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment without the consent required pursuant to the preceding sentence shall be null and void. Subject to the second preceding sentence, this Agreement (including, without limitation, the obligations of the Stockholders under Section 1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any

6

 

rights, remedies, obligations or liabilities under or by reason of this Agreement. Notwithstanding the foregoing, any Optionee may assign this agreement to one or more of its affiliates.
          (f) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
          (g) Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.
          (h) Further Assurances. Each party hereto shall perform such further acts and execute such further documents as may reasonably be required to carry out the provisions of this Agreement.
[Balance of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.
RUDOLF GUNNERMAN
“Stockholder”
     
/s/ Rudolf Gunnerman
    
 
DORIS GUNNERMAN
   
“Stockholder”
    
 
    
/s/ Doris Gunnerman
    
 
    
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]

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[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Iroquois Master Fund Ltd.
Signature of Authorized Signatory of Buyer: /s/ Joshua Silverman
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory: Authorized Signatory
Fax Number of Optionee:  
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: Two-Thirds
Number of Option Shares: 1,333,333
[SIGNATURE PAGES CONTINUE]

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

9

 

[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
     IN WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as of the first date above written.
Name of Optionee: Ellis Capital LP
Signature of Authorized Signatory of Buyer: /s/ Martin Chopp
Name of Authorized Signatory: /s/ Martin Chopp
Title of Authorized Signatory:
Fax Number of Optionee:  
Address for Notice to Optionee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Optionee (if not same as above):
Proportionate Amount: One-Third
Number of Option Shares: 666,667
[OPTIONEE SIGNATURE PAGES TO STOCK OPTION AGREEMENT]

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EX-99.7 8 f38527exv99w7.htm EXHIBIT 99.7 exv99w7
 

EXHIBIT 99.7
LOCKUP AGREEMENT
     This AGREEMENT (the “Agreement”) is made as of the 27th day of February, 2008, by Rudolf Gunnerman and Doris Gunnerman (“Holders”), in connection with their ownership of shares of Sulphco, Inc., a Nevada corporation (the “Company”).
     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowledged, and intending to be legally bound, the parties agree as follows:
     1. Background.
          a. Holders are the beneficial owners of the amount of shares of the Common Stock, $.001 par value, of the Company (“Common Stock”) designated on the signature page hereto.
          b. Holders acknowledge that as of the date hereof, Holders granted an option to Iroquois Master Fund Ltd., and Ellis Capital LLC (“Optionees”) to purchase up to 2,000,000 shares of Common Stock pursuant to an “Option Agreement”) of even date herewith, and agree to sell up to 2,000,000 additional shares of Common Stock to Optionees pursuant to a “Stock Purchase Agreement.” As a condition to such other agreements and inducement to Optionees to enter into such other agreements, Holders have agreed to refrain from the purchase or sale of any securities of the Company from the date of such other agreements until September 30, 2008 (“Restriction Period”), except as described below.
     2. Sale Restriction.
          a. Holder hereby agrees that during the Restriction Period, except in connection with the Option Agreement, Stock Purchase Agreement and an agreement for the sale of up to 1,625,000 shares of Common stock pursuant to two Option Agreements entered into on April 24, 2007 with the Optionees and certain other parties, the Holders shall not buy or sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holders own or have a right to acquire as of the date hereof, other than in connection with an offer made to all stockholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holders further agree that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holders in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow any transaction inconsistent with this Agreement.
          b. Any subsequent issuance to and/or acquisition by Holders of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement.
          c. Notwithstanding the foregoing restrictions on transfer, the Holders may, at

1

 

any time and from time to time during the Restriction Period, transfer Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which a Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, (iv) a bona fide sale for cash at not less than $7.00 per share of Common Stock, or (v) that at no time may the Holders beneficially own less than the amount of Common Stock (subject to adjustment for stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transactions) necessary for Holders to comply with their obligations under the agreements described in Section 2a above. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin. Holders agree to immediately cancel and not replace during the Restriction Period any plan under Rule 10b5-1 under the Securities and Exchange Act of 1934.
     3. Miscellaneous.
          a. At any time, and from time to time, after the signing of this Agreement, Holder will execute such additional instruments and take such action as may be reasonably requested by the Optionees to carry out the intent and purposes of this Agreement.
          b. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
          c. The restrictions on transfer described in this Agreement are in addition to and cumulative with any other restrictions on transfer otherwise agreed to by the Holders or to which the Holders are subject to by applicable law.
          d. This Agreement shall be binding upon Holders, their legal representatives, successors and assigns.

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          e. This Agreement may be signed and delivered by facsimile and such facsimile signed and delivered shall be enforceable.
          f. The Company agrees not to take any action or allow any act to be taken which would be inconsistent with this Agreement.
          g. The Holders acknowledge that the Optionees are the intended beneficiaries of this Agreement. Furthermore, the Holders agree that the obligations of Holders under this Agreement may only be waived with the express consent of the Optionees.
     IN WITNESS WHEREOF, and intending to be legally bound hereby, Holders have executed this Lockup Agreement as of the day and year first above written.
     
 
  HOLDERS:
 
    
 
  /s/ Rudolf Gunnerman
 
  Ruldolf Gunnerman
 
    
 
  /s/ Doris Gunnerman
 
  Doris Gunnerman
 
    
 
   
 
  Number of Shares of Common Stock Beneficially Owned and as more fully described below if not in the form of shares of Common Stock
 
    
 
  ACKNOWLEDGED:
 
    
 
  COMPANY:
         
  SULPHCO, INC.
 		  
  By:   /s/ Stanley W. Farmer    
    Name:   Stanley W. Farmer   
    Title:   Vice President and Chief Financial Officer   

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EX-99.8 9 f38527exv99w8.htm EXHIBIT 99.8 exv99w8
 

         
EXHIBIT 99.8
ASSIGNMENT AND CONSENT
     This Assignment and Consent is made this 12th day of February, 2008 among the undersigned.
     WHEREAS, Dr. Rudolf Gunnerman and Doris Gunnerman (collectively “Gunnerman”) on the one hand and Ellis Capital LP and Iroquois Master Fund Ltd. (“Ellis” and “Iroquois”, respectively) on the other hand, entered into as of February 12, 2008, a Stock Purchase Agreement, Stock Option Agreement, Lockup Agreement, Purchase Escrow Agreement, and Stock Option Funds Escrow Agreement (collectively, “Transaction Documents”) in connection with the sale and purchase and option to purchase common stock of Sulphco, Inc. (“Common Stock”); and
     WHEREAS, Gunnerman, Ellis and Iroquois agree to realign and assign the interests of Ellis and Iroquois in the Transaction Documents.
     NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained, and intending to be legally bound, the parties hereto hereby agree as follows:
     1. The interests and Proportionate Amounts of Ellis and Iroquois are assigned and realigned in the amounts set forth on Schedule A hereto.
     2. The undersigned assignees agree that their signatures below are deemed to be their signatures and consent to their being parties to the Transaction Documents and entitled to the rights and benefits and bound by the obligations under the Transaction Documents in the amounts and interests set forth on Schedule A hereto, as if the undersigned assignees had executed such Transaction Documents.
     3. Gunnerman consents to the assignment and realignment described in this Assignment and Consent.
     4. This Assignment and Consent may be signed by facsimile and delivered electronically.
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
         
/s/ Rudolf Gunnerman
      /s/ Doris Gunnerman
 
       
RUDOLF GUNNERMAN
      DORIS GUNNERMAN
[SIGNATURE PAGE TO ASSIGNMENT AND CONSENT]

 

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Joshua Silverman
Signature of Authorized Signatory of Buyer: /s/ Joshua Silverman
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory:                                                            
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 3.33%
[SIGNATURE PAGES CONTINUE]

2

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Philip Mirabelli
Signature of Authorized Signatory of Assignee: /s/ Philip Mirabelli
Name of Authorized Signatory: /s/ Philip Mirabelli
Title of Authorized Signatory:                                                                                
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 2%
[SIGNATURE PAGES CONTINUE]

3

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Aroon Dalamal
Signature of Authorized Signatory of Assignee: /s/ Aroon Dalamal
Name of Authorized Signatory: /s/ Aroon Dalamal
Title of Authorized Signatory:                                                                                
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 2%
[SIGNATURE PAGES CONTINUE]

4

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Merav Abbe Irrevocable Trust
Signature of Authorized Signatory of Assignee: /s/ Colman Abbe, Trustee
Name of Authorized Signatory: /s/ Colman Abbe, Trustee

Title of Authorized Signatory: Trustee
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 11.33%
[SIGNATURE PAGES CONTINUE]

5

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Scot Cohen
Signature of Authorized Signatory of Assignee: /s/ Scot Cohen
Name of Authorized Signatory: /s/ Scot Cohen
Title of Authorized Signatory:                                                                                 
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 11.33%
[SIGNATURE PAGES CONTINUE]

6

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Iroquois Capital Opportunity Fund L.P.
Signature of Authorized Signatory of Assignee: /s/ Scot Cohen
Name of Authorized Signatory: Scot Cohen
Title of Authorized Signatory: General Partner
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 26.67%
[SIGNATURE PAGES CONTINUE]

7

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Iroquois Master Fund Ltd.
Signature of Authorized Signatory of Buyer: /s/ Joshua Silverman
Name of Authorized Signatory: Joshua Silverman
Title of Authorized Signatory: Authorized Signatory
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 13.34%
[SIGNATURE PAGES CONTINUE]

8

 

[SIGNATURE PAGES TO ASSIGNMENT AND CONSENT]
     IN WITNESS WHEREOF, the undersigned have executed this Assignment on the date first above written.
Name of Assignee: Ellis Capital LP
Signature of Authorized Signatory of Assignee: /s/ Martin Chopp
Name of Authorized Signatory: Martin Chopp
Title of Authorized Signatory: General Partner
Fax Number of Assignee:  
Address for Notice to Assignee:
With a copy to (which shall not constitute notice):
Grushko & Mittman, P.C.
551 Fifth Avenue, Suite 1601
New York, NY 10176
Attn: Eliezer Drew, Esq.
Fax: (212) 697-3575
Email: counslers@aol.com
Address for Delivery of Securities for Assignee (if not same as above):
Proportionate Amount: 30%

9

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