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
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 Buyers names in
their Proportionate Amounts or in Gunnermans name with two medallion signature guaranteed stock
powers endorsed in blank. If such Purchased Stock is delivered in Gunnermans name, the Escrow
Agent is instructed to arrange for the Companys transfer agent to reissue the Purchased Stock in
each Buyers 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 Buyers 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