Stock Purchase Agreement (2008)Full Document 

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STOCK PURCHASE AGREEMENT
     This Stock Purchase Agreement (this “Agreement”) is entered into as of October 3, 2008, by and among Rudolf Gunnerman and Doris Gunnerman (“Gunnerman”), and the entities identified on Schedule A hereto, as buyers (each a “Buyer” and collectively “Buyers”).
     NOW, THEREFORE, for good and valuable consideration, Gunnerman and Buyers 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 Schedule A (each a “Proportionate Amount”) in the aggregate, all rights, title and interest of Gunnerman in and to 5,025,000 shares of $.001 par value restricted 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 for the initial 2,512,500 shares of Common Stock to be purchased shall be $2.00 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. The two million, five hundred twelve thousand, five hundred shares of Purchased Stock will be delivered to the Escrow Agent in the Buyers’ names in their Proportionate Amounts or in Gunnerman’s name with a medallion signature guaranteed stock powers endorsed in blank for each Buyer. 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 name in such Buyer’s Proportionate Amount. On or prior to the Initial Closing Date, each Buyer will deliver its Proportionate Amount of $5,025,000 to the Escrow Agent. On the Initial Closing Date, the Escrow Agent will release up to $5,025,000 to Gunnerman and up to 2,512,500 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 of Purchased Stock are actually released is the Initial Closing Date.
          (b) The closing of the remaining 2,512,500 shares of Purchased Stock shall be on the fifth business days after the eigth month anniversary of the Initial Closing Date (“Second Closing Date”). The Purchase Price of the remaining 2,512,500 shares of Purchased Stock (“Second Closing Purchase Price”) shall be 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”) for the thirty trading days immediately preceding the eigth month anniversary of this Agreement, but not more than $2.70 per share of Purchased Stock. Provided however, that in the event that the Second Closing Purchase Price is determined to be $2.70 or less each Buyer for itself only shall have the option of canceling the purchase of such Buyer’s Proportionate Amount of the remaining 2,512,500 shares of Purchased Stock.

 


 

     3. Stock Option Agreements. Gunnerman hereby gives the Buyers the option to purchase an aggregate of 5,025,000 of Common Stock, pursuant to the terms of a stock option agreement

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