STOCK PURCHASE AGREEMENT
Exhibit
4.15
This
Stock Purchase Agreement (this “Agreement”) is entered into as of April __,
2007, by and among Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx (“Gunnerman”), and the
entities identified on the signature pages hereto, as a buyer (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 and conditions of this Agreement, Buyer agrees to purchase from
Gunnerman and Gunnerman agrees to sell to Buyer in the percentage share
indicated on the signature pages hereto (“Allocated Portions”), all
right, title and interest of Gunnerman in and to 125,000 shares of Sulphco,
Inc.
(the “Company”) Common Stock (“Purchased Stock”) represented by certificate
number ___________, for __________shares, dated ________ __, ____.
The
sale, transfer and Agreement of the Purchased Stock shall be subject to the
representations and warranties of Gunnerman as are provided in
Section
7 of
this
Agreement.
2. Consideration.
The
consideration to be given by Buyers to Gunnerman for the Purchased Stock
(“Purchase Price”) shall
be
Four Dollars ($4.00) per share or $500,000 in the aggregate.
3. Closing.
The
consummation of the sale and purchase pursuant to this Agreement (the “Closing”)
is contemplated to occur on or before April __, 2007 (the “Closing Date”) upon
satisfaction of all conditions to Closing. As a condition precedent to Closing,
Gunnerman agrees to cause to be delivered to Grushko & Xxxxxxx, P.C. on
behalf of the Buyers new stock certificates issued to each Buyer in its
Allocated Portion (each a “Reissued Certificate”). Upon receipt of the Reissued
Certificates by Grushko & Xxxxxxx, P.C., each Buyer
agrees to wire transfer to Gunnerman its Allocated Portion of the Purchase
Price
in accordance with wiring instructions set forth below. Upon
confirmation of delivery by a Buyer of its Allocated Portion of the Purchase
Price, Grushko & Xxxxxxx, P.C. will deliver a Reissued Certificate to such
Buyer. In the event Grushko & Xxxxxxx, P.C. is not reasonably satisfied that
a Buyer has transmitted its proportionate amount of the Purchase Price (as
provided in Schedule A hereto (“Proportionate Amount”) to Gunnerman on or before
April ___, 2007, then such Buyer’s Reissued Certificate shall be promptly
delivered to Gunnerman for reissuance by Borrower to Gunnerman, and such
Buyer
shall no longer have the right to purchase any portion of the Purchased Stock.
The address for deliveries and notices to Grushko & Xxxxxxx, P.C. is 000
Xxxxx Xxxxxx, Xxxx 0000, Xxx Xxxx, XX 00000, fax: (000) 000-0000. Gunnerman
and
each Buyer may terminate this Agreement if the Closing has not occurred by
the
Closing Date. Buyer shall pay the Purchase Price by wire transfer in immediately
available United States funds to the following account (the “Seller
Account”):
4. Purchase
and Sale.
(a) Effective
upon the Closing, 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 Allocated Portion of the Purchased
Stock.
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(b) If
Gunnerman receives any dividend payments and
the
like 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 payments.
5. Gunnerman’s
Closing Documents.
In
connection with the Closing, Gunnerman shall deliver to Buyer, as provided
in
Section 3, an
original Reissued Certificate for each Buyer, executed Stock Option Agreement
in
the form agreed upon by Gunnerman and Buyers, to be executed and delivered
simultaneously herewith for 125,000 shares of Company Common Stock at $4.00
per
share, an executed copy of this Agreement, and any
other documents reasonably required by Buyer to effect the transactions
contemplated hereunder (collectively
“Gunnerman’s Closing Documents”).
6. Buyer’s
Closing Obligations.
In connection with the Closing, Buyer shall deliver to Gunnerman, Buyer’s
Proportionate Amount of the Purchase Price and an executed copy of this
Agreement (collectively “Buyer’s Closing Items”):
7. Representations
and Warranties and Covenants of Gunnerman.
Each of Xxxxxx and Xxxxx Xxxxxxxxx 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 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.
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(g) Gunnerman
is responsible for making any filings required to be made by him with all
regulatory bodies arising from the transactions contemplated
hereby.
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 Assigned Loan,
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 as to all aspects of the transactions contemplated; 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 any of
the,
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 Assigned Loan
in
connection with, any public distribution thereof, and Buyer has no intention
of
making any distribution of the Assigned Loan 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 Assigned Loan in accordance with such laws if at some future
time
Buyer deems it advisable to do so.
9. 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.
10. Further
Assurances.
Effective upon the Closing, Gunnerman, Borrower and 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.
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11. 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 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:
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If
to Gunnerman:
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Xxxxxx
Xxxxxxxxx and Xxxxx Xxxxxxxxx
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If
to Buyers:
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To
the one or more addresses and telecopier numbers indicated on
Schedule A
hereto
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With
a copy to:
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Grushko
& Xxxxxxx, P.C.
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000
Xxxxx Xxxxxx, Xxxxx 0000
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Xxx
Xxxx, XX 00000
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Attn:
Xxxxxxx Xxxx, Esq.
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Fax:
(000) 000-0000
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(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.
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(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.
Prior to Closing, this Agreement shall not be assigned by either party without
the written consent of the other party, which consent may be withheld in
such
other party’s sole discretion.
(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.
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XXXXXX
XXXXXXXXX
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____________________________________________
XXXXX
XXXXXXXXX
____________________________________________
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ACKNOWLEDGED
BY, with agreement to reissue the shares sold pursuant to this Stock Purchase
Agreement in the names of the investors set forth on the signature pages
hereto,
in the amounts listed on the signature pages, within a commercially reasonable
period of time from presentation for reissue:
SULPHCO,
INC.
By:_____________________________________
[Signature
Page to Stock Purchase Agreement, etc.]
[Signatures
of Buyers Continued Next Page]
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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:
Signature
of Authorized Signatory of Buyer:
__________________________________________
Name
of
Authorized Signatory:
____________________________________________________
Title
of
Authorized Signatory:
_____________________________________________________
Email
Address of
Buyer:_________________________________________________________
Address
for Notice to Buyer:
With
a
copy to (which shall not constitute notice):
Grushko
& Xxxxxxx, P.C.
000
Xxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Attn:
Xxxxxxx Xxxx, Esq.
Fax:
(000) 000-0000
Email:
xxxxxxxxx@xxx.xxx
Address
for Delivery of Securities for Buyer (if not same as above):
Proportionate
Amount: _____%
Proportionate
Amount of Purchase Price: $________________
[SIGNATURE
PAGES CONTINUE]
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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:
Signature
of Authorized Signatory of Buyer:
__________________________________________
Name
of
Authorized Signatory:
____________________________________________________
Title
of
Authorized Signatory:
_____________________________________________________
Email
Address of
Buyer:_________________________________________________________
Address
for Notice to Buyer:
With
a
copy to (which shall not constitute notice):
Grushko
& Xxxxxxx, P.C.
000
Xxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Attn:
Xxxxxxx Xxxx, Esq.
Fax:
(000) 000-0000
Email:
xxxxxxxxx@xxx.xxx
Address
for Delivery of Securities for Buyer (if not same as above):
Proportionate
Amount: _____%
Proportionate
Amount of Purchase Price: $________________
[SIGNATURE
PAGES CONTINUE]
[BUYER
SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT
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