Stock Purchase Agreement


    Exhibit
      4.15

    

      STOCK
        PURCHASE AGREEMENT

      


      This
        Stock Purchase Agreement (this “Agreement”) is entered into as of April __,
        2007, by and among Rudolf Gunnerman and Doris Gunnerman (“Gunnerman”), and the
        entities identified on the signature pages hereto, as a buyer (each a “Buyer”
and collectively “Buyers”).

       

      NOW,
        THEREFORE, for good and valuable consideration, Gunnerman, Borrower and Buyer
        agree as follows:

       

      1. Purchase
        and Sale.
        Subject
        to the terms and conditions of this Agreement, Buyer agrees to purchase from
        Gunnerman and Gunnerman agrees to sell to Buyer in the percentage share
        indicated on the signature pages hereto (“Allocated Portions”), all
        right, title and interest of Gunnerman in and to 125,000 shares of Sulphco,
        Inc.
        (the “Company”) Common Stock (“Purchased Stock”) represented by certificate
        number ___________, for __________shares, dated ________ __, ____.
        The
        sale, transfer and Agreement of the Purchased Stock shall be subject to the
        representations and warranties of Gunnerman as are provided in
        Section
        7 of
        this
        Agreement. 

      


      2. Consideration.
        The
        consideration to be given by Buyers to Gunnerman for the Purchased Stock
        (“Purchase Price”) shall
        be
        Four Dollars ($4.00) per share or $500,000 in the aggregate.

       

      3. Closing.
        The
        consummation of the sale and purchase pursuant to this Agreement (the “Closing”)
        is contemplated to occur on or before April __, 2007 (the “Closing Date”) upon
        satisfaction of all conditions to Closing. As a condition precedent to Closing,
        Gunnerman agrees to cause to be delivered to Grushko & Mittman, P.C. on
        behalf of the Buyers new stock certificates issued to each Buyer in its
        Allocated Portion (each a “Reissued Certificate”). Upon receipt of the Reissued
        Certificates by Grushko & Mittman, P.C., each Buyer
        agrees to wire transfer to Gunnerman its Allocated Portion of the Purchase
        Price
        in accordance with wiring instructions set forth below. Upon
        confirmation of delivery by a Buyer of its Allocated Portion of the Purchase
        Price, Grushko & Mittman, P.C. will deliver a Reissued Certificate to such
        Buyer. In the event Grushko & Mittman, P.C. is not reasonably satisfied that
        a Buyer has transmitted its proportionate amount of the Purchase Price (as
        provided in Schedule A hereto (“Proportionate Amount”) to Gunnerman on or before
        April ___, 2007, then such Buyer’s Reissued Certificate shall be promptly
        delivered to Gunnerman for reissuance by Borrower to Gunnerman, and such
        Buyer
        shall no longer have the right to purchase any portion of the Purchased Stock.
        The address for deliveries and notices to Grushko & Mittman, P.C. is 551
        Fifth Avenue, Suit 1601, New York, NY 10176, fax: (212) 697-3575. Gunnerman
        and
        each Buyer may terminate this Agreement if the Closing has not occurred by
        the
        Closing Date. Buyer shall pay the Purchase Price by wire transfer in immediately
        available United States funds to the following account (the “Seller
        Account”):

       

      4. Purchase
        and Sale.

       

      (a) Effective
        upon the Closing, and subject to and conditioned upon the terms, covenants,
        limitations, and conditions contained herein, Gunnerman hereby sells, transfers,
        and assigns to Buyer, and Buyer hereby purchases and accepts from Gunnerman,
        in
        each case on and as of the Closing Date, all of Gunnerman’s right, title and
        interest, in, to, and under each such Buyer’s Allocated Portion of the Purchased
        Stock.

       

      
        
           

        

        
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      (b) If
        Gunnerman receives any dividend payments and
        the
        like from
        the
        Company with
        respect to the Purchased Stock after the Closing Date, Gunnerman will forward
        to
        each Buyer, such Buyer’s Allocated Portion of such payments. 

       

      5. Gunnerman’s
        Closing Documents.
        In
        connection with the Closing, Gunnerman shall deliver to Buyer, as provided
        in
        Section 3, an
        original Reissued Certificate for each Buyer, executed Stock Option Agreement
        in
        the form agreed upon by Gunnerman and Buyers, to be executed and delivered
        simultaneously herewith for 125,000 shares of Company Common Stock at $4.00
        per
        share, an executed copy of this Agreement, and any
        other documents reasonably required by Buyer to effect the transactions
        contemplated hereunder (collectively
        “Gunnerman’s Closing Documents”).

       

      6. Buyer’s
        Closing Obligations.
        In connection with the Closing, Buyer shall deliver to Gunnerman, Buyer’s
        Proportionate Amount of the Purchase Price and an executed copy of this
        Agreement (collectively “Buyer’s Closing Items”):

       

      7. Representations
        and Warranties and Covenants of Gunnerman.
        Each of Rudolf and Doris Gunnerman hereby represents and warrants and covenants
        to Buyer as follows:

       

      (a) Gunnerman
        is an individual, who is a U.S. citizen.

      


      (b) Gunnerman
        has the full power and authority to execute, deliver and perform this Agreement
        and to enter into and consummate the transactions contemplated by and described
        in this Agreement. Gunnerman has duly authorized the execution, delivery
        and
        performance of this Agreement, has duly executed and delivered this Agreement
        and this Agreement constitutes a legal, valid and binding obligation of
        Gunnerman, enforceable against Gunnerman in accordance with its
        terms.

      (c) As
        of the
        date of issuance of the Purchased Stock to Gunnerman, the Purchased Stock
        was
        validly issued, fully paid and nonassessable.

      


      (d) Gunnerman
        is the legal and beneficial owner and holder of the Purchased Stock and
        Gunnerman has not pledged, assigned or otherwise previously transferred the
        Purchased Stock. The Purchased Stock is free and clear of any liens,
        encumbrances, etc. whatsoever. 

      


      (e) Gunnerman
        has not entered into any agreement or arrangement which would affect their
        ability to sell the Purchased Stock hereunder. 

      


      (f) The
        Gunnermans 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 themselvesf of such right. They understand that
        the
        transaction contemplated by this Agreement is a sophisticated business and
        financial transaction, and they have the acumen and experience to review
        this
        Agreement and related documentation and to enter into the transactions set
        forth
        in the Agreement 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 Buyer and they waive any claims the ymay have against such counsel arising
        out of this transaction.

       

      
        
           

        

        
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      (g) Gunnerman
        is responsible for making any filings required to be made by him with all
        regulatory bodies arising from the transactions contemplated
        hereby.

       

      8. Representations
        and Warranties of Buyer.
        Each Buyer for itself only, hereby represents and warrants to
        Gunnerman:

       

      (a) Buyer
        has
        all requisite power and authority to execute, deliver and perform this Agreement
        and to enter into and consummate the transactions contemplated by this
        Agreement. The officer or officers of Buyer who shall execute and deliver
        this
        Agreement have been duly authorized to do so by all requisite action on the
        part
        of Buyer.
        Buyer has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement and this Agreement
        constitutes a legal, valid and binding obligation of Buyer, enforceable against
        Buyer in accordance with its terms. 

       

      (b) Buyer
        has made such examination, review and investigation of the Assigned Loan,
        and of
        any and all facts and circumstances necessary to evaluate the Purchased Stock
        it
        has deemed necessary or appropriate. Except for the representations and
        warranties specifically and expressly made by Gunnerman above (a) Buyer has
        been
        and will continue to be solely responsible for Buyer’s own independent
        investigations as to all aspects of the transactions contemplated; and (b)
        Buyer
        has not relied upon any expressed or implied, written or oral, representation,
        warranty or other statement by or on behalf of Gunnerman concerning any of
        the,
        except for such representations and warranties of Gunnerman as are specifically
        and expressly provided in this Agreement.

       

      (c) Buyer
        is acquiring the Purchased Stock without any view either to participate in
        (other than as described in this Agreement), or to sell the Assigned Loan
        in
        connection with, any public distribution thereof, and Buyer has no intention
        of
        making any distribution of the Assigned Loan in a manner which would violate
        applicable securities laws; provided, however, that nothing in this Agreement
        shall restrict or limit in any way Buyer’s ability and right to dispose of all
        or part of the Assigned Loan in accordance with such laws if at some future
        time
        Buyer deems it advisable to do so.

       

      9. Taxes.
        Each
        party shall be responsible for the payment of all taxes and charges, including
        sales and transfer taxes and recording taxes, resulting from or payable in
        connection with the Agreement for which each party is liable as a matter
        of law.
        No party shall have the obligation to pay taxes due by another
        party.

      


      10. Further
        Assurances.
        Effective upon the Closing, Gunnerman, Borrower and Buyer each hereby covenant
        and agree to execute and deliver all such documents and instruments, and
        to take
        such further actions as may be reasonably necessary or appropriate, from
        time to
        time, to carry out the intent and purpose of this Agreement and to consummate
        the transactions contemplated hereby. 

       

      
        
           

        

        
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      11. Miscellaneous.

       

      (a) 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 Gunnerman:

                	 	
                  Rudolf
                    Gunnerman and Doris Gunnerman

                
	 	 	 	 
	 	 	 	 
	 	
                  If
                    to Buyers:

                	 	
                  To
                    the one or more addresses and telecopier numbers indicated on
                    Schedule A
                    hereto

                
	 	 	 	 
	 	
                  With
                    a copy to:

                	 	
                  Grushko
                    & Mittman, P.C.

                
	 	 	 	
                  551
                    Fifth Avenue, Suite 1601

                
	 	 	 	
                  New
                    York, NY 10176

                
	 	 	 	
                  Attn:
                    Eliezer Drew, Esq.

                
	 	 	 	
                  Fax:
                    (212) 697-3575

                
	 	 	 	 


        

      

      


      (b)
         No
        Waiver.
        No
        delay or omission by either party hereto in exercising any right or power
        arising from any default by the other party hereto shall be construed as
        a
        waiver of such default or as an acquiescence therein, nor shall any single
        or
        partial exercise thereof preclude any further exercise thereof or the exercise
        of any other right or power arising from any default by the other party hereto.
        No waiver of any breach of any of the covenants or conditions contained in
        this
        Agreement shall be construed to be a waiver of or an acquiescence in or a
        consent to any previous or subsequent breach of the same or of any other
        condition or covenant.

       

      (c) No
        Third Party Beneficiary.
        This Agreement is made for the sole benefit of Gunnerman and Buyers and their
        respective successors and permitted assigns, and no other person or persons
        shall have any rights or remedies under or by reason of this Agreement or
        any
        right to the exercise of any right or power of either party hereto or arising
        from any default by either party hereto.

       

      
        
           

        

        
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      (d) Attorney
        Fees and Costs.
        In the event any legal action is undertaken in order to enforce or interpret
        any
        provision of this Agreement, the prevailing party in such legal action, as
        determined by the court, shall be entitled to receive from the other party
        the
        prevailing party’s reasonable attorneys’ fees and court costs.

       

      (e) No
        Agreement to Third Party.
        Prior to Closing, this Agreement shall not be assigned by either party without
        the written consent of the other party, which consent may be withheld in
        such
        other party’s sole discretion.

       

      (f) Integration;
        Entire Agreement.
        This Agreement and any documents executed in connection herewith or pursuant
        hereto constitute the entire understanding between the parties hereto with
        respect to the subject matter hereof, superseding all prior written or oral
        understandings, and may not be terminated, modified or amended in any way
        except
        by a written agreement signed by each of the parties hereto.

       

      (g) Counterparts.
        This Agreement may be executed in two or more counterparts, each of which
        shall
        be deemed an original but all of which together shall constitute but one
        and the
        same document. This
        Agreement may be executed by facsimile signature and delivered by facsimile
        transmission.

       

      (h) Legal
        Effect.
        If any provision of this Agreement conflicts with applicable law, such provision
        shall be deemed severed from this Agreement, and the balance of this Agreement
        shall remain in full force and effect.

       

      (i) Choice
        of Law and Venue; Jury Trial Waiver.
        This Agreement 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. GUNNERMAN,
        BORROWER AND BUYER WAIVE
        ANY
        RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
        OUT
        OF THIS AGREEMENT 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.

       

      (j) Gunnerman,
        Borrower and Buyer shall each bear their own expenses, including legal fees,
        incident to the negotiation and preparation of this Agreement and the
        consummation of the transaction contemplated thereby.

       

      


      [Balance
        of Page Intentionally Left Blank]

      


      


       


      
        
          
             

          

           

        

        
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      IN
        WITNESS WHEREOF the undersigned have executed this Stock Purchase Agreement
        as
        of the date above written.

       

       

      
        	
                RUDOLF
                  GUNNERMAN

                 

                 

              	 
	
                ____________________________________________

                 

                DORIS
                  GUNNERMAN

                 

                 

                ____________________________________________

              	 


      

      


      ACKNOWLEDGED
        BY, with agreement to reissue the shares sold pursuant to this Stock Purchase
        Agreement in the names of the investors set forth on the signature pages
        hereto,
        in the amounts listed on the signature pages, within a commercially reasonable
        period of time from presentation for reissue: 

      


      SULPHCO,
        INC.

      


      


      


      By:_____________________________________

       

      
 

       

       

      


       

      [Signature
        Page to Stock Purchase Agreement, etc.]

      [Signatures
        of Buyers Continued Next Page]

       


      
        
           

        

        
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      [BUYER
        SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

      


      IN
        WITNESS WHEREOF the undersigned have executed this Agreement as of the first
        date above written.

       

      Name
        of
        Buyer: 

       

      Signature
        of Authorized Signatory of Buyer:
        __________________________________________

      


      Name
        of
        Authorized Signatory:
        ____________________________________________________

      


      Title
        of
        Authorized Signatory:
        _____________________________________________________

      


      Email
        Address of
        Buyer:_________________________________________________________

      


      Address
        for Notice to Buyer:

      


      


      


      


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

      


      Grushko
        & Mittman, P.C.

      551
        Fifth Avenue, Suite 1601

      New
        York, NY 10176

      Attn:
        Eliezer Drew, Esq.

      Fax:
        (212) 697-3575

      Email:
        counslers@aol.com

      


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

      


      


      


      Proportionate
        Amount: _____%

      


      Proportionate
        Amount of Purchase Price: $________________

      


      


      


       

      [SIGNATURE
        PAGES CONTINUE]

       


      
        
           

        

        
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      [BUYER
        SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT]

      


      IN
        WITNESS WHEREOF the undersigned have executed this Agreement as of the first
        date above written.

       

      Name
        of
        Buyer: 

       

      Signature
        of Authorized Signatory of Buyer:
        __________________________________________

      


      Name
        of
        Authorized Signatory:
        ____________________________________________________

      


      Title
        of
        Authorized Signatory:
        _____________________________________________________

      


      Email
        Address of
        Buyer:_________________________________________________________

      


      Address
        for Notice to Buyer:

      


      


      


      


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

      


      Grushko
        & Mittman, P.C.

      551
        Fifth Avenue, Suite 1601

      New
        York, NY 10176

      Attn:
        Eliezer Drew, Esq.

      Fax:
        (212) 697-3575

      Email:
        counslers@aol.com

      


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

      


      


      


      Proportionate
        Amount: _____%

      


      Proportionate
        Amount of Purchase Price: $________________

      


      


      [SIGNATURE
        PAGES CONTINUE]


       

      [BUYER
        SIGNATURE PAGES TO STOCK PURCHASE AGREEMENT


     

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