STOCK OPTION AGREEMENT
EXHIBIT
4.15
This
STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of April
__, 2007 by and between the parties listed on the signature pages hereto as
Optionees ("Optionees"), and Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx, as joint
owners, the undersigned stockholders ("Stockholders") of Sulphco, Inc., a Nevada
corporation (the "Company").
BACKGROUND
A. Concurrently
with the execution of this Agreement, Optionees , Stockholder and the Company
have entered into that certain Assignment of Promissory Note, of even date
herewith (“Assignment”; all capitalized terms used and not defined herein are
used as defined in the Assignment), pursuant to which Optionees are purchasing
from Stockholders a certain $7,000,000 original principal amount promissory
note
(“Note”), issued by the Company in favor of Xxxxxx Xxxxxxxxx, dated as of
December 31, 2004, and Stockholders have agreed to enter into this Agreement
as
additional consideration for the aforementioned purchase. As
of the
Closing Date, the outstanding principal balance of the Note is $5,000,000,
and
accrued and unpaid interest on the Note is $66,570.
B. Stockholders
are the beneficial owners (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of at least 1,500,000
shares of outstanding common stock of the Company ("Shares” or “Securities”).
NOW,
THEREFORE, in consideration of the execution and delivery by Optionees of the
Assignment and the mutual covenants, conditions and agreements herein contained,
and intending to be legally bound, the parties hereto hereby agree as
follows:
1. Option.
(a) Subject
to
the terms and conditions set forth in this Agreement, effective immediately,
the
Stockholders hereby grant to Optionees an option (the "Option") to purchase
up
to 1,500,000 Shares from the Stockholders (for each Optionee up to the Allocated
Amount set forth on the signature pages hereof) , at a per share purchase price
equal to Four Dollars and Ten Cents per share (the "Purchase
Price").
(b) The
shares
subject to the Option are the following Common Stock Certificates of the
Company: number 1484, in the amount of 1,000,000 shares issued to the
Stockholders and number 1787, in the amount of 500,000 shares issued to the
Stockholders (collectively, the “Certificates”). Simultaneously with the
execution of this Option Agreement, the Certificates shall be delivered into
escrow with Grushko & Xxxxxxx, P.C., as escrow agent (“Escrow Agent”),
pursuant to the form of escrow agreement attached hereto as Exhibit B. If at
any
time after the date of execution of this Agreement and during the term hereof,
Stockholders receive any further shares of stock due to a stock split, or
otherwise, with regard to the shares represented by Certificates, they shall
immediately deliver those shares into escrow with the Escrow Agent.
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(c) The
Option
may be exercised by an Optionee in whole or in part commencing on the Closing
Date and continuing through the eight (8) month anniversary of the Closing
Date.
There may be multiple exercises of the Option and at the time of each partial
exercise the Stockholders shall make a notation in their books and records
as to
the remaining portion of the Option subject to exercise.
(d) In
the event
that an Optionee wishes to exercise the Option, it shall send to the
Stockholders and Escrow Agent a written notice (the date of each such notice
being herein referred to as a "Notice Date") setting forth its irrevocable
election to that effect, which notice also specifies a date not earlier than
five (5) business days nor later than thirty (30) business days from the Notice
Date for the closing of such purchase (an "Option Closing Date"). The place
of
any Option Closing shall be at the offices of Grushko & Xxxxxxx, P.C. at 000
Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, and the time of the Option Closing
shall be 10:00 a.m. (New York Time) on the Option Closing Date.
(e) At
the Option
Closing, an Optionee shall pay to the Stockholders by delivery to Escrow Agent
in immediately available funds by wire transfer to a bank account designated
in
writing in the Escrow Agreement an amount equal to the Purchase Price; provided,
that failure or refusal of the Escrow Agent to designate a bank account shall
not preclude Optionee from exercising the Option. The terms of the Escrow
Agreement shall govern mechanics for release of stock and funds and related
matters.
(f) At
the Option
Closing, upon delivery of immediately available funds as provided above, the
Escrow Agent shall deliver: (i) to the Optionee, a certificate or certificates
representing its Securities to be purchased at such Option Closing (or, a
certificate endorsed in blank) and registered on the books and records of the
Company in Optionee’s name, which Securities shall be free and clear of all
liens, claims, charges and encumbrances of any kind whatsoever, and (ii) to
Stockholders, the Purchase Price.
(g) In
the event
of any change in the Company Common Stock by reason of a stock dividend,
split-up, merger, recapitalization, combination, exchange of shares or similar
transaction, the type and number of Securities subject to the Option, and the
per share purchase price therefor, shall be adjusted appropriately, so that
Optionee shall receive upon exercise of the Option the number and class of
shares or other securities or property that Optionee would have received if
the
Option had been exercised immediately prior to such event or the record date
therefor, as applicable.
2. Termination.
The right to exercise this Option shall terminate upon the eight (8) month
anniversary of the date of this Agreement. Notwithstanding the foregoing, if
the
Option cannot be exercised by reason of any applicable judgment, decree, order,
law or regulation, the Option shall remain exercisable and shall not terminate
until the earlier of (x) the date on which such impediment shall become final
and not subject to appeal, and (y) 5:00 p.m. New York Time, on the thirtieth
(30th) business day after such impediment shall have been removed.
Notwithstanding the termination of the Option or this Agreement, Optionees
shall
be entitled to purchase the Securities if it has exercised the Option in
accordance with the terms hereof prior to such termination and such termination
shall not affect any rights hereunder which by their terms do not terminate
or
expire prior to or as of such termination.
2
3. Representations
and
Warranties of the Stockholders. The Stockholders hereby represent and warrant
to
Optionees as follows:
(a) Due
Authorization; Enforceability. The Stockholders have full power and authority
to
execute and deliver this Agreement. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
and
validly authorized by all necessary action on the part of the Stockholders,
and
no other proceedings on the part of the Stockholders are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by the Stockholders
and constitutes a valid and binding agreement of the Stockholders, enforceable
against such Stockholders in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws relating to creditors'
rights and to general principles of equity.
(b) Ownership
of
Securities; Voting Rights. The Stockholders have sole voting power with respect
to the Shares. The Shares are not subject to any voting trust agreement or
other
contract, agreement, arrangement, commitment or understanding to which the
Stockholders are a party restricting or otherwise relating to the voting,
dividend rights or disposition of the Shares.
(c) No
Encumbrances. Upon the exercise of the Option and the delivery to an Optionee
by
Stockholders of a certificate or certificates, or other similar document,
evidencing the Shares, Optionee will receive good, valid and marketable title
to
the Shares, free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on Optionees’ voting
rights, charges and other encumbrances of any nature whatsoever (except any
security interest created by Optionees ).
(d) No
Conflicts.
No authorization, consent or approval of any court or any public body or
authority is necessary for the consummation by the Stockholders of the
transactions contemplated by this Agreement. The execution, delivery and
performance of this Agreement by the Stockholders will not constitute a breach,
violation or default (or any event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination
or
acceleration under, or result in the creation of any lien or encumbrance upon
any of the properties or assets of such Stockholders under, any note, bond,
mortgage, indenture, deed of trust, license, lease, agreement or other
instrument to which such Stockholders are a party or by which his, her or its
properties or assets are bound, other than breaches, violations, defaults,
terminations, accelerations or creation of liens and encumbrances which, in
the
aggregate, would not materially impair the ability of such Stockholders to
perform his, her or its obligations hereunder.
3
(e) Brokers.
No
broker, finder or investment banker is entitled to any brokerage, finder's
or
other fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Stockholders.
(f) Stockholders
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 themselves of such right. They understand that the transaction
contemplated by this Assignment is a sophisticated business and financial
transaction, and they have the acumen and experience to review this Assignment
and related documentation and to enter into the transactions set forth in the
Assignment 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 Optionees and they waive any claims they may have against them arising out
of
this transaction
4. Representations
and
Warranties of Optionees .
Each
Optionee represents warrants as follows:
(a) Compliance
with the Securities Act of 1933. The Optionee understands and agrees that the
Securities have not been registered under the Securities Act of 1933 (“1933
Act”) or any applicable state securities laws, by reason of their issuance in a
transaction that does not require registration under the 1933 Act (based in
part
on the accuracy of the representations and warranties of Optionee contained
herein), and that such Securities must be held indefinitely unless a subsequent
disposition is registered under the 1933 Act or any applicable state securities
laws or is exempt from such registration.
(b) Status
of
Optionee. The Optionee is, and will be at the time of the exercise of the
Option, an "accredited
investor",
as
such term is defined in Regulation D promulgated by the Commission under the
1933 Act, is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of United
States publicly-owned companies in private placements in the past and, with
its
representatives, has such knowledge and experience in financial, tax and other
business matters as to enable the Optionee to utilize the information made
available by the Company to evaluate the merits and risks of and to make an
informed investment decision with respect to the proposed purchase, which
represents a speculative investment. The Optionee has the authority and is
duly
and legally qualified to purchase and own the Securities. The Optionee is able
to bear the risk of such investment for an indefinite period and to afford
a
complete loss thereof. The information set forth on the signature page hereto
regarding the Optionee is accurate.
(c) Restricted
Securities. Optionee understands that the Securities have not been registered
under the 1933 Act and such Optionee will not sell, offer to sell, assign,
pledge, hypothecate or otherwise transfer any of the Securities unless pursuant
to an effective registration statement under the 1933 Act, or unless an
exemption from registration is available.
4
(d) Upon
exercise
of the Option in whole or in part, the Securities issued shall bear the
following or similar legend:
"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO SULPHCO, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED."
5. Stockholders
Covenants. The Stockholders hereby covenant and agree as follows:
(a) The
Stockholders hereby agree, while this Agreement is in effect, and except as
contemplated hereby, not to sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement
or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of (all of the foregoing, "Sell," "Sold" or
"Sale," as the case may be), any of the Securities.
(b) The
Stockholders agree not to engage in any action or omit to take any action which
would have the effect of preventing or disabling Stockholders from delivering
its Securities to Optionees or otherwise performing its obligations under this
Agreement.
(c) Simultaneously
with
the execution hereof, the Stockholders shall enter into the Lockup Agreement
attached hereto as Exhibit A.
(d) The
Stockholders are
responsible for making any filings required to be made by him with all
regulatory bodies arising from the transactions contemplated
hereby.
6. Miscellaneous.
(a) Fees
and
Expenses. All costs and expenses incurred in connection with this Agreement
and
the transactions contemplated hereby shall be borne by the party incurring
such
expenses.
5
(b) Amendment.
This Agreement may not be amended except by an instrument in writing signed
on
behalf of each of the parties.
(c) Choice
of
Law and Venue; Jury Trial Waiver. This Assignment 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. STOCKHOLDERS,
COMPANY AND OPTIONEES
WAIVE
ANY
RIGHT
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS ASSIGNMENT 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.
(d) 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:
|
If
to Stockholders:
|
Xxxxxx Xxxxxxxxx |
|
If
to Company:
|
SulphCo., Inc. |
| 000 Xxxxx Xxxxxxx Xx. | |
| Xxxxxx, XX 00000 | |
|
with
a copy to:
|
K&L Gates |
| Attn: Xxxxxx Xxxxxx, Esq. | |
| 000 Xxxxxxxxx Xxx. | |
| Xxx Xxxx, XX 00000 |
6
|
If
to Optionees:
|
To the one or more addresses and telecopier numbers indicated on the signature pages hereto |
|
With
a copy to:
|
Grushko & Xxxxxxx, P.C. |
| 000 Xxxxx Xxxxxx, Xxxxx 0000 | |
| Xxx Xxxx, Xxx Xxxx 00000 | |
| telecopier: (000) 000-0000 | |
(e) Assignment;
Binding Effect; No Third Party Beneficiaries. Neither this Agreement nor any
of
the rights, interests or obligations hereunder shall be assigned by any of
the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Any purported assignment without the
consent required pursuant to the preceding sentence shall be null and void.
Subject to the second preceding sentence, this Agreement (including, without
limitation, the obligations of the Stockholders under Section 1 and Section
2
hereof) shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement. Notwithstanding
the foregoing, any Optionee may assign this agreement to one or more of its
affiliates.
(f) Severability.
In the event that any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal,
void
or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the intent of
the
parties. The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes
of
such void or unenforceable provision.
(g) Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all
such
counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all of the parties hereto.
(h) Further
Assurances. Each party hereto shall perform such further acts and execute such
further documents as may reasonably be required to carry out the provisions
of
this Agreement.
7
IN
WITNESS WHEREOF, the undersigned have executed this Agreement on the
date
first above written.
STOCKHOLDERS
________________________________________
XXXXXX
XXXXXXXXX
________________________________________
XXXXX
XXXXXXXXX
ACKNOWLEDGED
BY:
SULPHCO,
INC.
By:_____________________________________
[SIGNATURE
PAGE TO STOCK OPTION AGREEMENT]
8
[OPTIONEE
SIGNATURE PAGES TO STOCK OPTION AGREEMENTS]
IN
WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as
of
the first date above written.
Name
of
Optionee:
Signature
of Authorized Signatory of Optionee:
__________________________________________
Name
of
Authorized Signatory:
_______________________________________________________
Title
of
Authorized Signatory:
________________________________________________________
Email
Address of
Optionee:__________________________________________________________
Address
for Notice to Optionee:
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 Optionee (if not same as above):
Proportionate
Amount: _____%
Number
of
Shares of Option (“Allocated Portion”):______________
[SIGNATURE
PAGES CONTINUE]
[OPTIONEE
SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
9
[OPTIONEE
SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
IN
WITNESS WHEREOF the undersigned have executed this Stock Option Agreement as
of
the first date above written.
Name
of
Optionee:
Signature
of Authorized Signatory of Optionee:
__________________________________________
Name
of
Authorized Signatory:
_______________________________________________________
Title
of
Authorized Signatory:
________________________________________________________
Email
Address of
Optionee:__________________________________________________________
Address
for Notice to Optionee:
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 Optionee (if not same as above):
Proportionate
Amount: _____%
Number
of
Shares of Option (“Allocated Portion”):______________
[SIGNATURE
PAGES CONTINUE]
[OPTIONEE
SIGNATURE PAGES TO STOCK OPTION AGREEMENT]
10
EXHIBIT
A
LOCKUP
AGREEMENT
11
LOCKUP
AGREEMENT
This
AGREEMENT (the "Agreement") is made as of the ____ day of April, 2007, by Xxxxxx
Xxxxxxxxx and Xxxxx Xxxxxxxxx ("Holders"), in connection with their ownership
of
shares of Sulphco, Inc., a Nevada corporation (the "Company").
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt
of
which consideration are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:
1. Background.
a. Holders
are the beneficial owners of the amount of shares of the Common Stock, $.001
par
value, of the Company (“Common Stock”) designated on the signature page
hereto.
b. Holders
acknowledge that as of the date hereof, Xxxxxx Xxxxxxxxx has sold his $7,000,000
original principal amount promissory note (“Note”) of the Company to certain
parties (“Buyers”) pursuant to that certain Assignment of Promissory Note, of
even date herewith, among the Holders, the Company and the Buyers and as a
condition to such sale has agreed to refrain from the purchase or sale of any
securities of the Company from the date of the Subscription Agreement until
December 31, 2007 (the "Restriction Period"), except as described below.
2. Share
Restriction.
a. Holders
hereby agree that during the Restriction Period, except for the sale of up
to
1,500,000 shares of the Company’s stock pursuant to the Option Agreement being
entered into with the Buyers as of the date of this Agreement, the Holders
shall
not buy or sell or otherwise dispose of any shares of Common Stock or any
options, warrants or other rights to purchase shares of Common Stock or any
other security of the Company which Holders own or have a right to acquire
as of
the date hereof, other than in connection with an offer made to all shareholders
of the Company in connection with merger, consolidation or similar transaction
involving the Company. Holders further agree that the Company is authorized
to
and the Company agrees to place "stop orders" on its books to prevent any
transfer of shares of Common Stock or other securities of the Company held
by
Holders in violation of this Agreement. The Company agrees not to allow to
occur
any transaction inconsistent with this Agreement.
b. Any
subsequent issuance to and/or acquisition by Holders of Common Stock or options
or instruments convertible into Common Stock will be subject to the provisions
of this Agreement.
c. Notwithstanding
the foregoing restrictions on transfer, the Holder may, at any time and from
time to time during the Restriction Period, transfer the Common Stock (i) as
bona fide gifts or transfers by will or intestacy, (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
Holder, provided that any such transfer shall not involve a disposition for
value, (iii) to a partnership which is the general partner of a partnership
of
which the Holder is a general partner, provided, that, in the case of any gift
or transfer described in clauses (i), (ii) or (iii), each donee or transferee
agrees in writing to be bound by the terms and conditions contained herein
in
the same manner as such terms and conditions apply to the undersigned, (iv)
a
bona fide sale for cash at not less than $7.00 per share of Common Stock, or
(v)
sale of 125,000 shares at $4.00 per share and options to purchase 125,000 shares
with a per share exercise price of $4.00, provided,
that at
no time may the Holder beneficially own less than 1,500,000 shares of Common
Stock (subject to adjustment for stock
dividend, split-up, merger, recapitalization, combination, exchange of shares
or
similar transactions).
For
purposes hereof, "immediate family" means any relationship by blood, marriage
or
adoption, not more remote than first cousin.
12
3. Miscellaneous.
a. At
any
time, and from time to time, after the signing of this Agreement Holders
shall
execute such additional instruments and take such action as may be reasonably
requested by the Buyers
to
carry
out the intent and purposes of this Agreement.
b. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York without regard to principles of conflicts of laws. Any
action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts
of New
York or in the federal courts located in the state of New York. The parties
to
this Agreement hereby irrevocably waive any objection to jurisdiction and
venue
of any action instituted hereunder and shall not assert any defense based
on
lack of jurisdiction or venue or based upon forum
non conveniens.
The
parties executing this Agreement and other agreements referred to herein
or
delivered in connection herewith agree to submit to the in personam jurisdiction
of such courts and hereby irrevocably waive trial by jury.
The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision of
this
Agreement or any other agreement delivered in connection herewith is invalid
or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith
and
shall be deemed modified to conform with such statute or rule of law. Any
such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement.
c. The
restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by
the
Holders or to which the Holders are subject to by applicable law.
d. This
Agreement shall be binding upon Holders, their legal representatives, successors
and assigns.
e. This
Agreement may be signed and delivered by facsimile and such facsimile signed
and
delivered shall be enforceable.
f. The
Company agrees not to take any action or allow any act to be taken which
would
be inconsistent with this Agreement.
g. The
Company and the Holders acknowledge that the Buyers are intended third party
beneficiaries of this Agreement. Furthermore, the Company and the Holders
agree
that the obligations of Holders under this Agreement may only be waived with
the
express consent of the Buyers holding at least 50.1% of the then outstanding
principal amount of the Note.
13
IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holders have executed
this Agreement as of the day and year first above written.
| HOLDERS: | |
|
______________________________________
Xxxxxx
Xxxxxxxxx
|
|
|
______________________________________
Xxxxx Xxxxxxxxx
|
|
| _________________________________ | |
|
Number
of Shares of Common Stock
Beneficially
Owned and as more fully
described
below if not in the form of
shares
of Common Stock
COMPANY:
SULPHCO,
INC.
By:___________________________________
Name:
Title:
|
14
EXHIBIT
B
ESCROW
AGREEMENT
15
