AMENDMENT NO. 2 TO STOCK OPTION AGREEMENTS
EXHIBIT
10.54
AMENDMENT
NO. 2 TO STOCK OPTION AGREEMENTS
This
Amendment
No. 2
made as
of February 12, 2008 relates to the Stock
Option Agreements
entered
into as of April 24, 2007, by and among Optionees
identified on Schedule A hereto and ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Stockholders.
For
mutual good and valuable consideration and the mutual covenants, conditions
and
agreements herein contained, and other good and valuable consideration and
intending to be legally bound, the parties hereto hereby agree as
follows:
1. The
right
to exercise the Option (as defined in each of the Stock Option Agreements)
is
extended until the sooner of (i) August 31, 2008, or (ii) the thirtieth day
after notice is given by Stockholders after and that the Common Stock of
Sulphco, Inc. has a volume weighted average trading price of $6.00 or higher
for
five consecutive trading days with trading volume of not less than 1,000,000
shares of Common Stock each such trading day, as reported by Bloomberg LP
for
the principal trading market of such Common Stock, or (iii) such later date
pursuant to Section 2 of the Stock Option Agreement.
2. Capitalized
terms employed herein shall have the meanings given to them in the Stock
Option
Agreements.
3. Except
as
modified herein, all of the terms of the Stock Option Agreements remain in
full
force and effect.
4. All
of
the venue, jurisdiction, notice and miscellaneous provisions of the Stock
Option
Agreements apply to this Amendment No. 2.
5. This
Amendment No. 2 shall be effective immediately.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as of
the
first date above written.
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SCHEDULE
A TO AMENDMENT NO. 2
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OPTIONEES
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CAPITAL LLC
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Fax:
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▇▇▇▇▇▇▇, successor to Mayflower Oak LLC
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Fax:
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▇▇▇▇▇
▇▇▇▇▇ #▇, LP, successor to Mayflower Oak LLC
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▇▇▇▇▇▇▇, successor to Mayflower Oak LLC
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Fax:
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▇▇▇▇▇▇▇, successor to Mayflower Oak LLC
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Fax:
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LERISTON, successor to Mayflower Oak LLC
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Fax:
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IROQUOIS
MASTER FUND LTD.
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▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ FOUNDATION INC.
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Fax:
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▇▇▇▇ IRREVOCABLE TRUST
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