MODIFICATION AGREEMENT
EXHIBIT
10.52
This
Modification Agreement (the “Agreement”) is made as of November 28, 2007 among
SulphCo, Inc. (“Maker”) and Xxxxx Capital LLC, Mayflower Oak LLC, Iroquois
Master Fund Ltd., Xxxx Xxxxx, Xxxxx Xxxxx Xxxxx Foundations, Inc., Xxxxx Xxxx
Irrevocable Trust, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and
Xxxx Xxxxxxxxx (each a “Holder” and collectively “Holders”).
WHEREAS,
the Maker, Xxxxxxx Xxxxxxxxx and Holders entered into that certain Assignment
(“Assignment”) of Promissory Notes (“Notes”) and Allonge to Promissory Notes
(“Allonge”), each dated April 27, 2007; and
WHEREAS,
it is in the interest of the parties to amend the terms of the Notes and
Allonge.
NOW
THEREFORE, in consideration of the mutual promises and covenants set forth
in
this Agreement, and intending to be legally bound hereby, it is agreed as
follows:
1. Paragraph
I of the Allonge shall be amended as follows:
“I.
Maturity
Date and Additional Interest Payment Date.
The
Maturity Date shall mean December 31, 2011, and interest shall be payable on
December 31st
of each
year during the term of the Note.”
2. The
following provisions shall be added to paragraph I of the Allonge:
(a) Holder
shall have the right to accelerate the Maturity Date of the Note upon ten (10)
business days prior written notice to any date after July 31, 2009.
(b) Maker
shall have the option of prepaying the outstanding principal amount of the
Note.
Maker’s election to exercise its right to prepay must be by notice in writing
which payment date shall be at least ten (10) business days after the date
of
the notice and during which time the Holder shall have the right to convert
any
portion or all of its Note.
3. The
following provision shall be added as paragraph 4.8 to the Allonge:
“Notices.
All notices and other communications given or made pursuant to this Allonge
shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic
mail
or facsimile if sent during normal business hours of the recipient, and if
not
so confirmed, then on the next business day, (c) five (5) business days after
having been sent by first class mail, postage prepaid, or (d) one (1) business
day after deposit with a nationally recognized overnight courier, specifying
next business day delivery, with written verification of receipt.”
4. All
other
terms and conditions of the Assignment, Notes and Allonge shall remain in full
force and effect.
5. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
any
other party, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of
the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were an original
thereof.
6. Each
of
the undersigned states that he has read the foregoing Agreement and understands
and agrees to it.
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By:
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___________________________________
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“HOLDERS”
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______________________________________
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___________________________________
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XXXXX
CAPITAL LLC
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MAYFLOWER
OAK LLC
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______________________________________
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___________________________________
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IROQUOIS
MASTER FUND LTD.
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XXXX
XXXXX
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______________________________________
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___________________________________
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XXXXX
XXXXX XXXXX FOUNDATION INC.
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XXXXX
XXXX IRREVOCABLE TRUST
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______________________________________
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___________________________________
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XXXXXX
X. XXXXXXXXX
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XXXXXXX
XXXXXXX
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___________________________________
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XXXXXX
XXXXXXXXX
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XXXX
XXXXXXXXX
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