Unassociated Document


    EXHIBIT
      4.16

     

    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.

     

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

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (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]

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    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]

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    [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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