Exhibit
      4.1

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of May 27, 2008, among SulphCo, Inc., a Nevada corporation (the
“Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    WHEREAS,
      the Company desires to issue and sell to each Purchaser, and each Purchaser,
      severally and not jointly, desires to purchase from the Company shares of Common
      Stock on the Closing Date; 

     

    WHEREAS,
      the offer and sale of the shares of Common Stock hereunder have been registered
      by the Company in the Registration Statement, which has been declared effective
      by order of the Commission under the Securities Act; and

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, and intending to be legally bound, the Company and
      each
      Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms have the meanings indicated in this Section
      1.1:

     

    “Action”
      shall
      have the meaning ascribed to such term in Section 3.1(i).

     

    “AMEX”
means
      the American Stock Exchange.

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as such
      terms are used in and construed under Rule 144. 

     

    “Board
      of Directors”
shall
      have the meaning ascribed to such term in Section 2.2(a).

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day that shall be a legal holiday or
      a
      day on which banking institutions in the State of New York generally are
      authorized or required by law or other government actions to close.


     

    “Closing”
means
      the closing of the purchase and sale of the Shares pursuant to Section
2.1.

     

    “Closing
      Date”
means
      the second Business Day after AMEX has given written notice to the Company
      that
      the Shares have been approved for listing on AMEX, or such later date as is
      mutually acceptable to the parties. 

    


    “Commission”
means
      the U.S. Securities and Exchange Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Common
      Stock”
means
      the common stock of the Company, $0.001 par
      value
      per share, and any securities into which such common stock may hereafter be
      reclassified. 

     

    “Common
      Stock Equivalents”
means
      any securities of the Company which would entitle the holder thereof to acquire
      at any time Common Stock, including without limitation, any debt, preferred
      stock, rights, options, warrants or other instrument that is at any time
      convertible into or exchangeable for, or otherwise entitles the holder thereof
      to receive, Common Stock.

     

    “Company
      Counsel”
means
      Kirkpatrick & Lockhart Preston Gates Ellis LLP.

     

    “Disclosure
      Schedules”
means
      the Disclosure Schedules of the Company delivered concurrently herewith.


     

    “Escrow
      Agent”
shall
      have the meaning ascribed to such term in Section 2.1.

     

    “Escrow
      Agreement”
shall
      have the meaning ascribed to such term in Section 2.1.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “GAAP”
shall
      have the meaning ascribed to such term in Section 3.1(g).

     

    “Intellectual
      Property Rights”
shall
      have the meaning ascribed to such term in Section 3.1(n).

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal, preemptive
      right or other restriction.

     

    “Material
      Adverse Effect”
shall
      mean (i) a material adverse effect on the legality, validity or enforceability
      of any Transaction Document, (ii) a material adverse effect on the results
      of
      operations, assets, business, prospects or financial condition of the Company,
      or (iii) a material adverse effect on the Company’s ability to perform in any
      material respect on a timely basis its obligations under any Transaction
      Document; provided, that none of the following alone shall be deemed, in and
      of
      itself, to constitute a Material Adverse Effect: (i) a change in the market
      price or trading volume of the Common Stock or (ii) changes in general economic
      conditions or changes affecting the industry in which the Company operates
      generally (as opposed to Company-specific changes) so long as such changes
      do
      not have a disproportionate effect on the Company.

     

    “Material
      Permits”
shall
      have the meaning ascribed to such term in Section 3.1(l).

     

    “Per
      Share Purchase Price”
means
      $3.20, subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement and prior to the Closing Date.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

    


    
      
        
          
          

        

        
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    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus
      Supplement”
means
      the prospectus supplement to be filed with the Commission pursuant to Rule
      424
      under the Securities Act relating to the offer and sale of the Shares as listed
      in the form of prospectus included in the Registration Statement.

     

    “Purchaser
      Representative”
means
      ________________.

     

    “Recent
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(h).
      

     

    “Registration
      Statement”
means
      the registration statement filed with the Commission on Form S-3 (File No.
      333-145460) under the Securities Act and the rules and regulations of the
      Commission thereunder, declared effective as of September 4, 2007, and such
      amendments to such registration statement as have been filed as of the date
      of
      this Agreement, the exhibits and any schedules thereto, the documents
      incorporated by reference therein and the documents and information otherwise
      deemed to be a part thereof or included therein, including the Prospectus
      Supplement and any post-effective amendment. 

     

    “Required
      Approvals”
shall
      have the meaning ascribed to such term in Section 3.1(d).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “SEC
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(g).

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Secretary’s
      Certificate”
shall
      have the meaning ascribed to such term in Section 2.2(a).

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser pursuant to
      this
      Agreement.

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set forth below such Purchaser’s signature
      block on the signature page hereto, in United States dollars and in immediately
      available funds.

     

    “Subscription
      Amounts”
means
      the total of each Subscription Amount from all Purchasers.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is traded on a Trading Market.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq Global Market or the Nasdaq Capital
      Market.

    


    
      
        
          
          

        

        
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    “Transaction
      Documents”
means
      this Agreement, the Escrow Agreement and any other documents or agreements
      executed in connection with the transaction contemplated hereunder.

     

    “Transfer
      Agent”
means
      the Company’s transfer agent, Integrity Stock Transfer.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.On
      the
      Closing Date, each Purchaser shall purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company shall issue and sell to
      each
      Purchaser, the number of Shares set forth on Schedule 2.1
      under
      the caption “Shares of Common Stock Purchased” with respect to such Purchaser.
      The aggregate number of Shares sold hereunder shall be 6,818,750. Prior
      to
      the Closing, the Subscription Amount payable by each Purchaser in the Closing,
      together with all other closing deliverables available, shall be placed in
      escrow pending the Closing pursuant to a closing escrow agreement among the
      Company, the Purchaser Representative and the Transfer Agent (the latter serving
      as the “Escrow
      Agent”),
      in
      substantially the form of Exhibit
      A
      hereto
      (the “Escrow
      Agreement”).
      Upon
      satisfaction of the conditions to the obligations of the Purchasers set forth
      in
      Section 2.2(a)
      and the
      conditions to the obligations of the Company set forth in Section 2.2(b),
      the
      Closing shall occur on the Closing Date at the New York offices of Company
      Counsel or such other location as the parties shall mutually agree.

     

    2.2 Closing
      Conditions; Deliveries.

     

    (a) The
      obligations of each Purchaser to purchase the Shares and to pay the Subscription
      Amount therefor are subject to the satisfaction, or waiver by the Purchaser
      Representative, of each of the following conditions: 

     

    (i) AMEX
      shall have notified the Company in writing of its approval of the Company’s
      additional listing application providing for listing of the Shares.

     

    (ii) All
      representations and warranties of the Company contained herein shall remain
      true
      and correct as of the Closing Date and all covenants of the Company shall have
      been performed if due prior to such date.

     

    (iii) There
      shall have been delivered by wire transfer to the Escrow Agent, to the account
      set forth on Exhibit
      A
      hereto,
      Subscription Amounts in cash of at least $15,000,000.

     

    (iv) The
      Company shall deliver or cause to be delivered to each Purchaser the following
      (each document to be reasonably satisfactory in form and substance to the
      Purchaser Representative and to counsel for the Purchaser
      Representative):

     

    (A) this
      Agreement duly executed by the Company;

    


    
      
        
          
          

        

        
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    (B) a
      copy
      of, and written acknowledgement of receipt by the Transfer Agent of, irrevocable
      instructions duly signed by an authorized signatory of the Company addressed
      to
      the Transfer Agent instructing the Transfer Agent to (i) deliver, on an
      expedited basis and no later than the third Trading Day after the Closing Date,
      one or more certificates evidencing the aggregate number of shares of Common
      Stock duly authorized, issued, fully paid and non-assessable, or (ii)
      instructing the Transfer Agent to issue electronic shares via the DWAC system
      of
      the Depository Trust Company duly authorized, issued, fully paid and
      non-assessable, if so requested by such Purchaser, in each case equal to such
      Purchaser’s Subscription Amount divided by the Per Share Purchase Price,
      registered in the name of such Purchaser; 

     

    (C) A
      legal
      opinion of Company Counsel, dated as of the Closing Date, covering the matters
      and in substantially the form attached hereto as Exhibit C;

     

    (D) A
      certificate of the Secretary of the Company (the “Secretary’s
      Certificate”),
      in
      form and substance satisfactory to the Purchaser Representative, certifying
      in
      his capacity as an officer of the Company as follows:

     

    (1) that
      attached to the Secretary’s Certificate is a true and complete copy of the
      Certificate of Incorporation of the Company, as amended to the Closing
      Date;

     

    (2) that
      attached to the Secretary’s Certificate is a true and complete copy of the
      Bylaws of the Company, as amended to the Closing Date;

     

    (3) that
      attached to the Secretary’s Certificate are true and complete copies of the
      resolutions of the Board of Directors of the Company (the “Board
      of Directors”)
      authorizing the execution, delivery and performance of this Agreement and the
      other Transaction Documents, instruments and certificates required to be
      executed by it in connection herewith and approving the consummation of the
      transactions in the manner contemplated hereby and by the other Transaction
      Documents including, but not limited to, the authorization and issuance of
      the
      Shares; and

     

    (4) the
      names
      and true signatures of the officers of the Company signing this Agreement and
      all other documents executed on behalf of the Company to be delivered in
      connection with this Agreement;

     

    (E) A
      certificate executed by the chief financial officer of the Company stating
      that
      the representations and warranties of the Company hereunder are true and correct
      as of the Closing Date and that the Company has performed all obligations
      required to be performed prior to such date; and

     

    (F) A
      certificate of good standing of the Company as of a recent date.

     

    
      
        
        

      

      
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    (b) The
      obligations of the Company to issue and sell the Shares to each Purchaser
      hereunder are subject to the satisfaction or waiver by the Company of each
      of
      the following conditions:

     

    (i) The
      Company shall have received written notification from AMEX of its approval
      of
      the Company’s additional listing application providing for listing of the
      Shares.

     

    (ii) All
      representations and warranties of such Purchaser contained herein shall remain
      true and correct as of the Closing Date and all covenants of such Purchaser
      shall have been performed if due prior to such date.

     

    (iii) There
      shall have been delivered by wire transfer to the Escrow Agent, to the account
      set forth on Exhibit
      A
      hereto,
      Subscription Amounts in cash of at least $15,000,000.

     

    (iv) Such
      Purchaser shall have delivered or caused to be delivered to the Company this
      Agreement duly executed by such Purchaser.

     

    (v) Such
      Purchaser shall have delivered or caused to be delivered by wire transfer to
      the
      Escrow Agent, to the account set forth on Exhibit
      B
      hereto,
      such Purchaser’s Subscription Amount.

     

    Notwithstanding
      the foregoing, in the event that the conditions set forth in
      Sections 2.2(a)(i)
      and
2.2(b)(i)
      shall
      not be satisfied by the date 15 Business Days after the date of this Agreement,
      none of the parties hereto shall be obligated to consummate the transactions
      contemplated by this Agreement and any items delivered pursuant to this
      Section 2.2
      shall be
      returned by the Escrow Agent to the appropriate party.

     

    2.3 Optional
      Closing.In
      the
      event the conditions set forth in Sections 2.2(a)(iii)
      and 2.2(b)(iii)
      shall
      not be satisfied as of the Closing Date, each Purchaser shall have the option
      to
      proceed with the Closing solely with respect to such Purchaser’s own investment;
provided,
      however,
      that
      all other conditions set forth in Section 2.2
      shall
      have been satisfied by the Closing Date or waived by the Company or such
      Purchaser, as appropriate. Upon such Purchaser’s exercise of such option, such
      Purchaser shall be obligated to purchase the Shares and to pay the Subscription
      Amount therefor, and the Company shall be obligated to issue and sell Shares
      to
      such Purchaser. A Purchaser electing to exercise such option shall provide
      the
      Company with written notice thereof on the Closing Date.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.Except
      as
      set forth in the Disclosure Schedules specified in the items below, which
      Disclosure Schedules shall be deemed a part hereof, the Company hereby makes
      the
      representations and warranties set forth below to each Purchaser as of the
      date
      hereof and as of the Closing Date:

    


    
      
        
          
          

        

        
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    (a) Organization
      and Qualification.
      The
      Company is a corporation validly existing and in good standing under the laws
      of
      the jurisdiction of its incorporation, with the requisite power and authority
      to
      own and use its properties and assets and to carry on its business as currently
      conducted. The Company is not in violation of its certificate of incorporation
      or bylaws. The Company is duly qualified to conduct business and is in good
      standing as a foreign corporation in each jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary, except where the failure to be so qualified or in good standing,
      as
      the case may be, would not result in a Material Adverse Effect, and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. No approval by the
      Company’s stockholders is required for the consummation of the transactions
      contemplated by the Transaction Documents, including the issuance and sale
      of
      the Shares. The execution and delivery of each of the Transaction Documents
      by
      the Company and the consummation by it of the transactions contemplated thereby
      have been duly authorized by all necessary action on the part of the Company
      and
      no further action is required by the Company in connection therewith other
      than
      in connection with the Required Approvals (as defined in Section 3.1(d)).
      Each
      Transaction Document has been (or upon delivery will have been) duly executed
      by
      the Company and, when delivered in accordance with the terms hereof, will be
      a
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law.

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the issuance and sale of the Shares and the consummation by the Company of
      the
      other transactions contemplated thereby do not and will not (i) conflict with
      or
      violate any provision of the Company’s certificate of incorporation or bylaws,
      (ii) conflict with, or constitute a default (or an event that with notice or
      lapse of time or both would become a default) under, result in the creation
      of
      any Lien upon any of the properties or assets of the Company, or give to others
      any rights of termination, amendment, acceleration or cancellation (with or
      without notice, lapse of time or both) of, any agreement, credit facility,
      debt
      or other instrument (evidencing a Company debt or otherwise) or other
      understanding to which the Company is a party or by which any property or asset
      of the Company is bound or affected, or (iii) subject to the Required Approvals,
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company is subject (including assuming the accuracy
      of
      the representations and warranties of the Purchasers set forth in
      Section 3.2
      hereof,
      federal and state securities laws and regulations), or by which any property
      or
      asset of the Company is bound or affected, or (iv) conflict with or violate
      the
      terms of any agreement by which the Company is bound or to which any property
      or
      asset of the Company is bound or affected; except in the case of each of clauses
      (ii) and (iii), such as would not result in a Material Adverse
      Effect.

     

    
      
        
          
          

        

        
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    (d) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required pursuant to
      Section 4.2
      of this
      Agreement, (ii) the filing with the Commission of a prospectus supplement and
      Form 8-K, and (iii) application(s) to AMEX for the listing of the Shares for
      trading thereon in the time and manner required thereby (collectively, the
      “Required
      Approvals”).
      The
      Company has filed, or will file, a prospectus supplement with the Commission
      with respect to the offer and sale of the Shares at or before the date such
      filing is required by Rule 424 of the rules under the Securities Act, and has
      filed or will file an application with AMEX for the listing of the Shares for
      trading thereon in the time and manner required by the rules and listing
      requirements of AMEX.

     

    (e) Issuance
      of the Shares.
      The
      Shares are authorized and, when issued and paid for in accordance with the
      Transaction Documents, will be validly issued, fully paid and nonassessable,
      free and clear of all Liens imposed by the Company other than restrictions
      on
      transfer provided for in the Transaction Documents.

     

    (f) Capitalization.
      The
      number of authorized and outstanding shares of capital stock and Common Stock
      Equivalents of the Company, before giving effect to the Closing of the
      transaction contemplated herein, is as described in the Company’s most recent
      periodic report filed with the Commission. The Company has not issued any
      capital stock (including, without limitation, any Common Stock Equivalents)
      since such filing other than pursuant to the exercise of employee stock options
      under the Company’s stock option plans, the issuance of shares of Common Stock
      to employees pursuant to the Company’s omnibus incentive plan and pursuant to
      the conversion or exercise of outstanding Common Stock Equivalents. All of
      the
      outstanding shares of capital stock of the Company are validly issued, fully
      paid and nonassessable. Except as set forth in the SEC Reports, there are no
      stockholders agreements, voting agreements or other similar agreements with
      respect to the Company’s capital stock to which the Company is a party or, to
      the knowledge of the Company, between or among any of the Company’s
      stockholders. None of the stockholders of the Company possess any preemptive
      rights in respect of the Shares.

     

    (g) SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including, without limitation, pursuant to Section
      13(a) or 15(d) thereof and including, without limitation, any registration
      statements or prospectuses filed by the Company, during the twenty-four months
      preceding the date hereof (or such shorter period as the Company was required
      by
      law to file such material) (the foregoing materials, including the exhibits
      thereto, being collectively referred to herein as the “SEC
      Reports”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Company included
      in the SEC Reports comply in all material respects with applicable accounting
      requirements and the rules and regulations of the Commission with respect
      thereto as in effect at the time of filing. Such financial statements have
      been
      prepared in accordance with United States generally accepted accounting
      principles applied on a consistent basis during the periods involved
      (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP or may be condensed or summary statements, and fairly
      present in all material respects the financial position of the Company and
      its
      consolidated subsidiaries as of and for the dates thereof and the results of
      operations and cash flows for the periods then ended, subject, in the case
      of
      unaudited statements, to normal, year-end audit adjustments. There are no
      pending internal investigations (including investigations by any committee
      of
      the Board of Directors) relating to any accounting or internal controls matters,
      including without limitation, stock option pricing and grant
      procedures.

    


    
      
        
          
          

        

        
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    (h) Material
      Changes.
      Since
      December 31, 2007, except as disclosed in the SEC Reports filed since
      December 31, 2007 including exhibits thereto filed or incorporated by reference
      therein (the “Recent
      Reports”),
      (i)
      there has been no event, occurrence or development that has had or that could
      result in a Material Adverse Effect, (ii) the Company has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and accrued
      expenses incurred in the ordinary course of business consistent with past
      practice and (B) liabilities not required to be reflected in the Company’s
      financial statements pursuant to GAAP or required to be disclosed in filings
      made with the Commission, (iii) the Company has not altered its method of
      accounting, and (iv) the Company has not declared or made any dividend or
      distribution of cash or other property to its stockholders.

     

    (i) Litigation.
      Except
      as set forth in the Recent Reports, there is no action, suit, inquiry, notice
      of
      violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against the Company before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority (federal, state,
      county, local or foreign) (collectively, an “Action”)
      other
      than (i) Actions described in the Disclosure Schedules, and (ii) Actions which
      did not exist, and were not known to the Company, as of the date of this
      Agreement and which (i) adversely affect or challenge the legality, validity
      or
      enforceability of any of the Transaction Documents or the Shares or (ii) if
      there were an unfavorable decision, would result in a Material Adverse
      Effect. 

     

    (j) Labor
      Relations.
      The
      Company is not party to any collective bargaining agreement or employs any
      member of a union. No material labor dispute exists or, to the knowledge of
      the
      Company, is imminent with respect to any of the employees of the Company which
      would result in a Material Adverse Effect.

     

    (k) Compliance.
      The
      Company is not (i) in default under or in violation of (and no event has
      occurred that has not been waived that, with notice or lapse of time or both,
      would result in a default by the Company under), nor has the Company received
      notice of a claim that it is in default under or that it is in violation of,
      any
      indenture, loan or credit agreement or any other agreement or instrument to
      which it is a party or by which it or any of its properties is bound (whether
      or
      not such default or violation has been waived), or (ii) in violation of any
      order of any court, arbitrator or governmental body, in each case, applicable
      to
      its business or assets, except in each case as would not have a Material Adverse
      Effect.

    


    
      
        
          
          

        

        
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    (l) Regulatory
      Requirements.
      The
      Company possesses all certificates, authorizations and permits issued by the
      appropriate federal, state, local or foreign regulatory authorities necessary
      to
      conduct its business as described in the Recent Reports, except where the
      failure to possess such permits would not result in a Material Adverse Effect
      (“Material
      Permits”),
      and
      the Company has not received any notice of proceedings relating to the
      revocation or modification of any Material Permit. All the Material Permits
      have
      been duly issued or obtained and are in full force and effect, and the Company
      is in material compliance with the terms of all the Material Permits. The
      Company has not engaged in any activity that, to its knowledge, would cause
      revocation or suspension of any such Material Permits. The Company has no
      knowledge of any facts which could reasonably be expected to cause the Company
      to believe that the Material Permits will not be renewed by the appropriate
      governmental authorities in the ordinary course. Neither the execution, delivery
      nor performance of this Agreement shall adversely affect the status of any
      of
      the Material Permits.

     

    (m) Title
      to Assets.
      The
      Company has good and marketable title in fee simple to all real property owned
      by it that is material to the business of the Company and good and marketable
      title in all personal property owned by it that is material to the business
      of
      the Company, in each case free and clear of all Liens, except for Liens as
      do
      not materially affect the value of such property and do not materially interfere
      with the use made and proposed to be made of such property by the Company and
      Liens for the payment of federal, state or other taxes, the payment of which
      is
      neither delinquent nor subject to penalties. Any real property and facilities
      held under lease by the Company are held by it under valid, subsisting and
      enforceable leases of which the Company is in compliance.

     

    (n) Intellectual
      Property.

     

    (i) The
      Company owns or possesses adequate rights to use all material foreign and
      domestic patents, patent rights, trademarks, service marks, trade names, brands
      and copyrights (whether or not registered and, if applicable, including pending
      applications for registration) owned, used or controlled by the Company
      (collectively, the “Intellectual
      Property Rights”)
      and in
      and to each material invention, software, trade secret, technology, product,
      composition, formula and method of process used by the Company (the Intellectual
      Property Rights and such other items, the “Intellectual
      Property”),
      and,
      to the Company’s knowledge, has the right to use the same, free and clear of any
      claim or conflict with the rights of others;

     

    (ii) Except
      as
      set forth in the SEC Filings, there have been no claims made against the Company
      asserting the invalidity, abuse, misuse, or unenforceability of any of the
      Intellectual Property, and, to its knowledge, there are no reasonable grounds
      for any such claims;

     

    (iii) Except
      as
      set forth in the SEC Filings, the Company has not made any claim of any
      violation or infringement by others of its rights in the Intellectual Property,
      and to the best of the Company’s knowledge, no reasonable grounds for such
      claims exist; and

    


    
      
        
          
          

        

        
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    (iv) Except
      as
      set forth in the SEC Filings, the Company has not received notice that it is
      in
      conflict with or infringing upon the asserted rights of others in connection
      with the Intellectual Property.

     

    (o) Insurance.
      The
      Company is insured by insurers of recognized financial responsibility against
      such losses and risks and in such amounts as are prudent and customary in the
      businesses in which the Company is engaged.

     

    (p) Transactions
      With Affiliates and Employees.
      Except
      as set forth in the Recent Reports, none of the officers or directors of the
      Company and, to the knowledge of the Company, none of the employees of the
      Company is presently a party to any transaction with the Company (other than
      for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner, in each case and in the aggregate in excess of $100,000, other than
      (i)
      for payment of salary or consulting fees for services rendered, (ii)
      reimbursement for expenses incurred on behalf of the Company and (iii) for
      other
      employee benefits, including stock option or other stock incentive agreements
      under any stock option or incentive plan of the Company.

     

    (q) Sarbanes-Oxley;
      Internal Accounting Controls.
      The
      Company is in material compliance with all provisions of the Sarbanes-Oxley
      Act
      of 2002 which are applicable to it as of the Closing Date. The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management’s general or specific authorization, and (iv)
      the recorded accountability for assets is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company is made known to the
      individuals responsible for the timely and accurate preparation of the Company’s
      filings with the Commission and other public disclosure documents. 

     

    (r) Certain
      Fees.
      Except
      as set forth on Schedule
      3.1(r),
      no
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement. Each Purchaser shall have no obligation with
      respect to any fees or with respect to any claims made by or on behalf of other
      Purchasers or other Persons for fees of a type contemplated in this
      Section 3.1(r)
      that may
      be due from the Company in connection with the transactions contemplated by
      this
      Agreement.

     

    (s) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will not be or be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company shall conduct its business in a manner so that it will not become
      subject to the Investment Company Act.

     

    
      
        
          
          

        

        
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    (t) Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge
      is likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that
      the Commission is contemplating terminating such registration. The Company
      has
      not, in the 12 months preceding the date hereof, received notice from any
      Trading Market on which the Common Stock is or has been listed or quoted to
      the
      effect that the Company is not in compliance with the listing or maintenance
      requirements of such Trading Market. 

     

    (u) Form
      S-3 Eligibility.
      The
      Company is eligible to register the offer and sale of the Shares to the
      Purchasers under Form S-3 promulgated under the Securities Act. The offer and
      sale of the Shares have been registered under, and are entitled to the benefits
      of, the Registration Statement, and the Shares are not restricted securities
      pursuant to the Securities Act. 

     

    (v) Taxes.
      Except
      for matters that would not, individually or in the aggregate, would result
      in a
      Material Adverse Effect, the Company has filed all necessary federal, state
      and
      foreign income and franchise tax returns and has paid or accrued all taxes
      shown
      as due thereon, and the Company has no knowledge of a tax deficiency which
      has
      been asserted or threatened against the Company.

     

    The
      Purchasers each acknowledge and agree that the Company does not make or has
      not
      made any representations or warranties with respect to the transactions
      contemplated hereby other than those set forth in this Agreement and in the
      other Transaction Documents.

     

    3.2 Representations
      and Warranties of the Purchasers.Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as follows:
      

     

    (a) Organization;
      Authority.
      Such
      Purchaser (if other than a natural person) is an entity duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization with full right, corporate, partnership or limited liability
      company power and authority to enter into and to consummate the transactions
      contemplated by the Transaction Documents and otherwise to carry out its
      obligations thereunder. The execution and delivery of the Transaction Documents
      to which such Purchaser is a party and performance by such Purchaser of the
      transactions contemplated thereby have been duly authorized by all necessary
      corporate or similar action on the part of such Purchaser. Each Transaction
      Document to which it is a party has been duly executed by such Purchaser, and
      when delivered by such Purchaser in accordance with the terms hereof, will
      constitute the valid and legally binding obligation of such Purchaser,
      enforceable against it in accordance with its terms, except (i) as limited
      by
      general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

    


    
      
        
          
          

        

        
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    (b) Investment
      Intent.
      Such
      Purchaser is acquiring the Shares as principal for its own account for
      investment purposes only and not with a view to or for distributing or reselling
      such Shares or any part thereof, has no present intention of distributing any
      of
      such Shares and has no arrangement or understanding with any other persons
      regarding the distribution of such Shares (this representation and warranty
      not
      limiting such Purchaser’s right to sell the Shares in compliance with the terms
      of the Shares and applicable federal and state securities laws at any time).
      Such Purchaser is acquiring the Shares hereunder in the ordinary course of
      its
      business. Such Purchaser does not have any agreement or understanding, directly
      or indirectly, with any Person to distribute any of the Shares.

     

    (c) Compliance.
      Such
      Purchaser has complied with all applicable federal securities laws and
      regulations, including without limitation, Regulation M, in connection with
      the
      transactions contemplated by this Agreement.

     

    (d) Receipt
      of Registration Statement.
      Such
      Purchaser acknowledges that it has received the Company’s prospectus supplement
      dated April 30, 2008 relating to the issuance and sale by the Company of the
      securities described therein in one of more offerings up to a total dollar
      amount of proceeds of $150,000,000, as filed in the Registration
      Statement.

     

    (e) Information.
      All
      materials relating to the business, financial condition, management and
      operations of the Company and materials relating to the offer and sale of the
      Shares which have been requested by such Purchaser have been made available
      to
      such Purchaser or its advisors. Such Purchaser and its advisors have been
      afforded the opportunity to ask questions of representatives of the Company.
      Such Purchaser has sought such accounting, legal and tax advice as it has
      considered necessary to make an informed investment decision with respect to
      its
      acquisition of the Shares and understands that it (and not the Company) shall
      be
      responsible for its own tax liabilities that may arise as a result of this
      investment or the transactions contemplated by this Agreement.

     

    The
      Company acknowledges and agrees that each Purchaser does not make or has not
      made any representations or warranties with respect to the transactions
      contemplated hereby other than those set forth in this Section 3.2.

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions. Subject to compliance with state and federal securities laws,
      the Purchasers shall be entitled to assign and transfer, without any prior
      consent and without restriction, any portion or all of the Shares and the rights
      thereto.

    


    
      
        
          
          

        

        
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    4.2 Securities
      Laws Disclosure; Publicity. The Company shall (i) as soon as practicable
      upon receipt of each Purchaser’s signatures, but not later than 9:30 a.m. (New
      York time) on May 28, 2008, and (ii) not later than two Business Days following
      the Closing Date, issue press releases, and (iii) within four Business Days
      following the Closing Date, file a Current Report on Form 8-K, in each case
      reasonably acceptable to the Purchaser Representative, disclosing the material
      terms of the transactions contemplated hereby. The Company shall, not later
      than
      9:30 a.m. (New York time) on the day following the day that the Company receives
      written notification from AMEX of its approval of the Company’s additional
      listing application providing for listing of the Shares, issue a press release
      disclosing such approval. The Company and the Purchaser Representative shall
      consult with each other in issuing any press releases with respect to the
      transactions contemplated hereby, and neither the Company nor any Purchaser
      shall issue any such press release or otherwise make any such public statement
      without the prior consent of the Company, with respect to any press release
      of
      any Purchaser, or without the prior consent of the Purchaser Representative,
      with respect to any press release of the Company, which consent shall not
      unreasonably be withheld or delayed, except if such disclosure is required
      by
      law, in which case the disclosing party shall promptly provide the other party
      with prior notice of such public statement or communication. Notwithstanding
      the
      foregoing, following the date of this Agreement and following the Closing Date,
      the Company may file Current Reports on Form 8-K with the SEC describing the
      terms of the transactions contemplated by the Transaction Documents and the
      occurrence of the execution of this Agreement and the Closing of the
      transactions contemplated herein, respectively, and including as exhibits to
      such Forms 8-K this Agreement (including the schedules hereto and the names
      and
      addresses of the Purchasers), in the form required by the Exchange Act and
      Regulation FD promulgated thereunder; further,
      each
      Purchaser acknowledges that the Company may choose to delay filing of such
      exhibits until the filing of its Quarterly Report on Form 10-Q for the quarter
      in which such documents are executed, and that such exhibits to such Forms
      8-K
      or 10-Q may be incorporated by reference into subsequent filings of the Company
      with the Commission. Except as herein provided or with the prior written consent
      of such Purchaser, the Company shall not publicly disclose the name of any
      Purchaser, or include the name of any Purchaser in any press release, the
      non-Exhibit sections of any filing with the Commission or any regulatory agency
      or Trading Market, except to the extent such disclosure is required by law
      or
      Trading Market regulations.

     

    4.3 Non-Public
      Information. The Company represents and warrants to each Purchaser that
      neither it nor any other Person acting on its behalf has provided the Purchaser
      or its agents or counsel with any information that constitutes material
      non-public information. The Company covenants and agrees that neither it nor
      any
      other Person acting on its behalf will provide any Purchaser or its agents
      or
      counsel with any information that constitutes material non-public information,
      unless prior thereto such Purchaser shall have executed a written agreement
      regarding the confidentiality and use of such information. The Company
      understands and confirms that each Purchaser shall be relying on the foregoing
      representation and covenant in effecting transactions in securities of the
      Company. Nothing in this Section 4.3
      limits
      Purchasers’ rights with respect to the representations and warranties set forth
      in Section 3.1.

     

    4.4 Use
      of
      Proceeds. The Company shall use the net proceeds from the sale of the Shares
      for general corporate purposes and working capital.

     

    4.5 Reservation
      of Common Stock. As of the date hereof, the Company has reserved, and the
      Company shall continue to reserve and keep available at all times, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares pursuant to this Agreement.

    


    
      
        
          
          

        

        
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    4.6 Listing
      of Common Stock. The Company hereby agrees to use reasonable best efforts to
      maintain the listing of the Common Stock on a Trading Market, and, to the extent
      that the Common Stock is so listed, to use its best efforts to list all of
      the
      Shares on such Trading Market. The Company further agrees, if the Company
      applies to have the Common Stock traded on any other Trading Market, it will
      include in such application all of the Shares, and will take such other action
      as is necessary to cause all of the Shares to be listed on such other Trading
      Market as promptly as possible. The Company will take all action reasonably
      necessary to continue the listing and trading of its Common Stock on a Trading
      Market and will comply in all respects with the Company’s reporting, filing and
      other obligations under the bylaws or rules of the Trading Market.

     

    4.7 Additional
      Covenants.

     

    (a) The
      Company shall timely prepare and file such applications, consents to service
      of
      process (but not including a general consent to service of process) and similar
      documents and take such other steps and perform such further acts as shall
      be
      required by the securities law requirements of each jurisdiction where a
      Purchaser resides, as indicated on the signature pages hereto, with respect
      to
      the sale of the Shares under this Agreement.

     

    (b) From
      the
      date of this Agreement until the Closing Date, the Company (1) shall conduct
      its
      business in all material respects in the ordinary course, consistent with its
      past practices, and (2) shall not issue, sell, or agree to issue or sell, any
      Common Stock or Common Stock Equivalents, other than (A) the grant of options
      or
      other stock incentive awards to employees, consultants and directors pursuant
      to
      the Company’s equity incentive plans, or (B) the issuance of shares of Common
      Stock upon the exercise or conversion of Common Stock Equivalents that are
      outstanding on the date hereof.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Fees
      and Expenses. Except as otherwise set forth in this Agreement, each party
      shall pay the fees and expenses of its advisors, counsel, accountants and other
      experts, if any, and all other expenses incurred by such party incident to
      the
      negotiation, preparation, execution, delivery and performance of this
      Agreement;
      provided, however, upon the Closing of the transactions contemplated by this
      Agreement; the Company shall reimburse the Purchaser Representative for its
      reasonable legal fees and expenses, up to $10,000. Such fees and expenses shall
      be reimbursed only if a Closing is completed for the transactions contemplated
      by this Agreement. Such fees and expenses, may, at the election of the Company,
      be paid out of the funds due from the Purchasers at the Closing.

     

    5.2 Entire
      Agreement. The Transaction Documents, together with the exhibits and
      schedules thereto, contain the entire understanding of the parties with respect
      to the subject matter hereof and supersede all prior agreements and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and
      schedules.

    


    
      
        
          
          

        

        
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    5.3 Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) one Trading Day after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number set forth on the signature pages attached hereto prior to 5:00 p.m.
      (New
      York time) on a Trading Day, (b) two Trading Days after the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile number set forth on the signature pages attached hereto on a day
      that
      is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading
      Day,
      (c) the fourth Trading Day following the date of shipment, if sent by
      internationally recognized overnight courier service, or (d) upon actual receipt
      by the party to whom such notice is required to be given. The address for such
      notices and communications shall be as set forth on the signature pages attached
      hereto. The Company shall, concurrently with providing any notice in the manner
      set forth in the preceding two sentences, transmit a copy of such notice (which
      copy shall not, by itself, be deemed to constitute notice hereunder) by email
      to
      such email address as is set forth on the signature pages attached hereto).
      

     

    5.4 Amendments;
      Waivers. No provision of this Agreement may be waived or amended except in a
      written instrument signed, in the case of an amendment, by the Company and
      Purchasers holding a majority of the Shares or, in the case of a waiver, by
      the
      party against whom enforcement of any such waiver is sought. No waiver of any
      default with respect to any provision, condition or requirement of this
      Agreement shall be deemed to be a continuing waiver in the future or a waiver
      of
      any subsequent default or a waiver of any other provision, condition or
      requirement hereof.

     

    5.5 Construction.
      The headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    5.6 Successors
      and Assigns. This Agreement shall be binding upon and inure to the benefit
      of the parties and their successors and permitted assigns. The Company may
      not
      assign this Agreement or any rights or obligations hereunder without the prior
      written consent of each Purchaser. Any Purchaser may assign any or all of its
      rights under this Agreement to any Person to whom such Purchaser assigns or
      transfers any Shares, to the extent of the transferability of such Shares,
      provided such transferee agrees in writing to be bound, with respect to the
      transferred Shares, by the provisions hereof that apply to the
“Purchasers”.

     

    5.7 No
      Third-Party Beneficiaries. This Agreement is intended for the benefit of the
      parties hereto and their respective successors and permitted assigns and is
      not
      for the benefit of, nor may any provision hereof be enforced by, any other
      Person.

     

    5.8 Further
      Assurances. Each party agrees to cooperate fully with the other parties and
      to execute such further instruments, documents and agreements and to give such
      further written assurances as may be reasonably requested by any other party
      to
      better evidence and reflect the transactions described herein and contemplated
      hereby and to carry into effect the intents and purposes of this Agreement,
      and
      further agrees to take promptly, or cause to be taken, all actions, and to
      do
      promptly, or cause to be done, all things necessary, proper or advisable under
      applicable law to consummate and make effective the transactions contemplated
      hereby, to obtain all necessary waivers, consents and approvals, to effect
      all
      necessary registrations and filings, and to remove any injunctions or other
      impediments or delays, legal or otherwise, in order to consummate and make
      effective the transactions contemplated by this Agreement for the purpose of
      securing to the parties hereto the benefits contemplated by this
      Agreement.

    


    
      
        
          
          

        

        
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    5.9 Governing
      Law. All questions concerning the construction, validity, enforcement and
      interpretation of the Transaction Documents shall be governed by and construed
      and enforced in accordance with the internal laws of the State of New York,
      without regard to the principles of conflicts of law thereof. Each party hereby
      irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in New York, New York, for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein (including with respect to the enforcement of any of the
      Transaction Documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper or inconvenient venue for such proceeding. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      (provided that for deliveries to addresses outside of the United States, such
      copy shall be delivered to such address by internationally recognized overnight
      courier) and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      To the extent permitted by the law applicable to the court in which claims
      hereunder may be adjudicated, each of the parties hereby waives all rights
      to a
      trial by jury. If any party shall commence an action or proceeding to enforce
      any provisions of the Transaction Documents, then the prevailing party in such
      action or proceeding shall be reimbursed by the non-prevailing party for its
      attorneys’ fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding.

     

    5.10 Survival.
      The representations and warranties herein shall not survive the Closing and
      delivery of the Shares.

     

    5.11 Execution.
      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 the
      other party, it being understood that both 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) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    5.12 Severability.
      If any provision of this Agreement is held to be invalid or unenforceable in
      any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    
      
        
        

      

      
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    5.13 Replacement
      of Shares. If any certificate or instrument evidencing any Shares is
      mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
      issued in exchange and substitution for and upon cancellation thereof, or in
      lieu of and substitution therefor, a new certificate or instrument, but only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity, if requested.
      The
      applicants for a new certificate or instrument under such circumstances shall
      also pay any reasonable third-party costs associated with the issuance of such
      replacement Shares.

     

    5.14 Remedies.
      In addition to being entitled to exercise all rights provided herein or granted
      by law, including recovery of damages, each of the Purchasers and the Company
      will be entitled to specific performance under the Transaction Documents. The
      parties agree that monetary damages may not be adequate compensation for any
      loss incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

     

    5.15 Independent
      Nature of Purchasers’ Obligations and Rights. The obligations of each
      Purchaser under any Transaction Document are several and not joint with the
      obligations of any other Purchaser, and no Purchaser shall be responsible in
      any
      way for the performance of the obligations of any other Purchaser under any
      Transaction Document. Nothing contained herein or in any Transaction Document,
      and no action taken by any Purchaser pursuant thereto, shall be deemed to
      constitute the Purchasers as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Purchasers are in
      any
      way acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Document. Each Purchaser shall
      be
      entitled to independently protect and enforce its rights, including without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it shall not be necessary for any other Purchaser
      to
      be joined as an additional party in any proceeding for such purpose. Each
      Purchaser has been represented by its own separate legal counsel in their review
      and negotiation of the Transaction Documents.

     

    5.16 Appointment
      of Purchaser Representative. For reasons of administrative convenience, the
      Purchasers appoint _________________. to act as the Purchaser Representative.
      In
      connection with the transactions contemplated by this Agreement, each Purchaser
      expressly authorizes the Purchaser Representative to execute the Escrow
      Agreement on such Purchaser’s behalf.

     

    (Signature
      Page Follows)

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

    
      

        
          	
                  SULPHCO,
                    INC.

                	
                      

                	
                  Address
                    for Notice:

                
	 	 	 
	 	 	
                  4333
                    W. Sam Houston Pkwy N.

                
	 	 	
                  Suite
                    190

                
	
                  By:

                	 	 	
                  Houston,
                    TX 77043

                
	 	
                  Name:
                    

                	
                  Stanley
                    W. Farmer

                	 	
                  Telephone:
                    (713) 896-9100

                
	 	
                  Title:
                    

                	
                  
                    Vice President and Chief Financial

                    Officer

                  

                	 	
                  Fax:
                    (713) 896-8803

                
	 	 	
                  With
                    a copy to (which shall not constitute notice):

                
	 	 	 
	 	 	
                  Robert
                    S. Matlin, Esq.

                
	 	 	
                  Kirkpatrick
                    & Lockhart Preston Gates Ellis LLP

                
	 	 	
                  599
                    Lexington Avenue

                
	 	 	
                  New
                    York, NY 10022

                


        

      

    

    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    (Signature
      Pages for Purchasers Follow)


    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    PURCHASER
      SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

     

    Name
      of
      Investing Entity: _______________________________

    


    Signature
      of Authorized Signatory of Investing Entity:
      __________________________________

    


    Name
      of
      Authorized Signatory:
      ____________________________________________________

    


    Title
      of
      Authorized Signatory:
      _____________________________________________________

    


    Email
      Address of Authorized
      Entity:________________________________________________

    


    Address
      for Notice of Investing Entity:

    _________________________________

    _________________________________

    _________________________________

    _________________________________

    


    Address
      for Delivery of Securities for Investing Entity (if not same as
      above):

    _________________________________

    _________________________________

    _________________________________

    _________________________________

    


    Subscription
      Amount: $__________________

    Shares:
      ________________


    


    [___________________
      Signature Page to SulphCo, Inc. Securities Purchase Agreement]

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      4.1

     

    SCHEDULE
      2.1

    


    LIST
      OF PURCHASERS

    


    
      	
              Name
                of Purchaser 

            	 	
              Shares
                of

              Common
                Stock

              Purchased
                

            
	 	 	 
	
               

            	 	 
	
              
                 

              

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Total:

            	 	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      3.1

    


    DISCLOSURE
      SCHEDULES

    


    Schedule
      3.1(r).
      Certain
      Fees.

    


    The
      Company has agreed to pay to Olympus Securities, LLC a fee in cash with respect
      to the transactions contemplated by this Agreement. Such fee is based upon
      the
      gross proceeds of the transactions contemplated by this Agreement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    FORM
      OF ESCROW AGREEMENT

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    ESCROW
      AGENT INFORMATION


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

    


    FORMS
      OF LEGAL OPINIONS FROM COMPANY COUNSEL

    


    Opinions
      of counsel for the Company to be delivered pursuant to Section 2.2(a)(iv)(C)
      of the
      Agreement. Capitalized terms herein shall, unless the context indicates
      otherwise, have the same meanings as in the Agreement. Any reference in one
      section hereof to another section or a schedule attached to the Agreement shall
      be deemed to incorporate the matters addressed in such referenced section or
      schedule. To be provided with reference to such assumptions and qualifications
      that are customary in opinion letters of this kind:

    


    1. The
      Company is a corporation validly existing and in good standing under the laws
      of
      the State of Nevada. The Company has the corporate power required to conduct
      its
      business as described in the Recent Reports.

     

    2. The
      Company has taken all corporate action necessary to authorize the execution,
      delivery and performance by the Company of the Transaction
      Documents.

     

    3. The
      execution and delivery by the Company of the Transaction Documents, and the
      performance by the Company of its obligations under the Transaction Documents,
      do not violate the Company’s certificate of incorporation or bylaws. The
      execution and delivery by the Company of the Transaction Documents, and the
      performance by the Company of its obligations under the Transaction Documents,
      do not violate the Covered Laws (to be identified in the opinion)

     

    4. Each
      of
      the Transaction Documents is a valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms.

     

    5. The
      Shares are duly authorized and, when issued and sold in accordance with the
      Agreement, the Shares will be validly issued, fully paid and nonassessable.
      

     

    6. The
      Registration Statement has become effective under the Securities Act. Any
      required filing of the Prospectus Supplement pursuant to Rule 424(b) has been
      made in accordance with Rule 424(b). To our knowledge, without investigation,
      no
      stop order suspending the effectiveness of the Registration Statement has been
      issued under the Securities Act and no proceedings for that purpose have been
      initiated or threatened by the Commission.

     

    7. The
      Registration Statement and the Prospectus, as of their respective effective
      or
      issue dates (other than the financial statements and related notes and schedules
      and other financial, accounting, and statistical information included therein
      or
      omitted therefrom, as to which we express no opinion), complied as to form
      in
      all material respects with the requirements of the Securities Act and the
      regulations under the Securities Act.