Exhibit 10.20
May 28, 2004
Olympus Securities, LLC
0 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, President
Dr. Xx. Xxxxxxxx:
This letter will serve to document the fee arrangement between SulphCo,
Inc. (the "Company") and Olympus Securities, LLC ("Olympus") regarding Olympus'
involvement in the purchase of common stock, additional investment rights and
warrants by Vertical Ventures, LLC (and affiliates) and other investors. (the
"Transaction").
Upon closing of the Transaction, the Company will pay Olympus a fee in
cash of 7% of the Transaction gross proceeds at closing and 3% in additional
investment rights and warrants, under the same terms as the additional
investment rights and warrants issued in the Transaction. Additionally, Olympus
will receive the same cash and warrant fees on gross proceeds received upon any
exercise of the additional investment rights issued in the Transaction. Also,
for a period of one year following the close of the Transaction, the Company
will pay Olympus the same fees as above on all additional gross proceeds
received by the Company through additional financings by any participants in the
Transaction.
The Company agrees to indemnify Olympus and its directors, officers,
shareholders, and employees (the "Indemnified Parties") from and against any
claims, actions, suits, proceedings, damages, liabilities and expenses incurred
by such Indemnified Party arising out of the Transaction.
Yours very truly,
/s/ Xxxxxx X. Xxxxxxxxx
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Xx. Xxxxxx X. Xxxxxxxxx
Chief Executive Officer
Acknowledged and Agreed:
OLYMPUS SECURITIES, LLC
By: /S/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx, President
