Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.37M
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 15K
3: EX-10.52 Material Contract HTML 20K
4: EX-10.53 Material Contract HTML 26K
5: EX-10.54 Material Contract HTML 26K
6: EX-10.55 Material Contract HTML 60K
7: EX-10.56 Material Contract HTML 61K
8: EX-10.57 Material Contract HTML 54K
9: EX-10.58 Material Contract HTML 54K
10: EX-10.59 Material Contract HTML 47K
11: EX-23.1 Consent of Experts or Counsel HTML 9K
12: EX-23.2 Consent of Experts or Counsel HTML 10K
13: EX-31.1 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 16K
14: EX-31.2 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 16K
15: EX-32.1 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 12K
This
Assignment and Consent is made this ___ day of February, 2008 among the
undersigned.
WHEREAS,
Dr. Rudolf Gunnerman and Doris Gunnerman (collectively “Gunnerman”) on the one
hand and Ellis Capital LP and Iroquois Master Fund Ltd. (“Ellis” and “Iroquois”,
respectively) on the other hand, entered into as of February 12, 2008, a Stock
Purchase Agreement, Stock Option Agreement, Lockup Agreement, Purchase Escrow
Agreement, and Stock Option Funds Escrow Agreement (collectively, “Transaction
Documents”) in connection with the sale and purchase and option to purchase
common stock of Sulphco, Inc. (“Common Stock”); and
WHEREAS,
Gunnerman, Ellis and Iroquois agree to realign and assign the interests of
Ellis
and Iroquois in the Transaction Documents.
NOW,
THEREFORE, in consideration of the mutual covenants, conditions and agreements
herein contained, and intending to be legally bound, the parties hereto hereby
agree as follows:
1. The
interests and Proportionate Amounts of Ellis and Iroquois are assigned and
realigned in the amounts set forth on Schedule A hereto.
2. The
undersigned assignees agree that their signatures below are deemed to be their
signatures and consent to their being parties to the Transaction Documents
and
entitled to the rights and benefits and bound by the obligations under the
Transaction Documents in the amounts and interests set forth on Schedule A
hereto, as if the undersigned assignees had executed such Transaction
Documents.
3. Gunnerman
consents to the assignment and realignment described in this Assignment and
Consent.
4. This
Assignment and Consent may be signed by facsimile and delivered
electronically.
IN
WITNESS WHEREOF, the undersigned have executed this Assignment on the date
first
above written.
