Stock Purchase Agreement (2008)Full Document 

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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
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