AMENDMENT NO. 2 TO STOCK OPTION AGREEMENTS
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
Xxxxxx and Xxxxx Xxxxxxxxx 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/ Xxxxxx Xxxxxxxxx
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/s/ Xxxxx Xxxxxxxxx | |||||
SCHEDULE A TO AMENDMENT NO. 2
TO STOCK OPTION AGREEMENT
TO STOCK OPTION AGREEMENT
OPTIONEES
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XXXXX CAPITAL LLC |
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XXXXXXX XXXXXXX, successor to Mayflower Oak LLC |
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SOUTH FERRY #2, LP, successor to Mayflower Oak LLC |
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XXXXXX XXXXXXX, successor to Mayflower Oak LLC |
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XXXXX XXXXXXX, successor to Mayflower Oak LLC |
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XXX LERISTON, successor to Mayflower Oak LLC |
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IROQUOIS MASTER FUND LTD. |
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XXXX XXXXX |
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XXXXX XXXXX XXXXX FOUNDATION INC. |
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XXXXX XXXX IRREVOCABLE TRUST |
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XXXXXX X. XXXXXXXXX |
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XXXXXXX XXXXXXX |
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XXXXXX XXXXXXXXX |
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XXXX XXXXXXXXX |
