Attached files
| file | filename |
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| EX-5.1 - SULPHCO INC | v209910_ex5-1.htm |
| EX-4.1 - SULPHCO INC | v209910_ex4-1.htm |
| EX-99.1 - SULPHCO INC | v209910_ex99-1.htm |
| EX-10.1 - SULPHCO INC | v209910_ex10-1.htm |
| 8-K - SULPHCO INC | v209910_8k.htm |
February
1, 2011
Chardan
Capital Markets, LLC
17 State
Street, Suite 1600
New York,
NY 10004
Re: Registered
Direct Financing
Ladies
and Gentlemen:
This
letter agreement (this “Agreement”) confirms our understanding and the terms and
conditions under which Chardan Capital Markets, LLC (“Chardan”) shall introduce
SulphCo, Inc. (the “Company”) to one or more investors (each an “Investor” and
together the “Investors”). This Agreement relates exclusively to the
proposed offering of up to 13,333,334 shares of common stock securities and up
to 12,000,000 warrants to purchase shares of common stock of the Company (the
“Securities”) pursuant to one or more stock subscription or purchase agreements
to the extent entered into by the Company on or before the two week anniversary
hereof (the “Offering”). The terms of such Offering and the Securities shall be
mutually agreed upon by the Company and the Investors.
The term
of this engagement shall begin on the date hereof and shall continue for two (2)
weeks or until earlier terminated by the final closing of the
Offering.
As
exclusive consideration of the services rendered by Chardan under this
Agreement, the Company agrees to pay Chardan, upon the successful completion of
the initial closing of the Offering (the “Initial Closing”) and out of the
closing escrow (or other means acceptable to Chardan and Company) the following
fees and other compensation:
A cash
fee equal to 6.0% of the gross proceeds raised in the Offering, payable
immediately upon such closing. All such fees will be contingent upon the
successful completion and closing of the Offering. The cash fee is inclusive of
all out-of-pocket expenses related to the Offering, including the costs
associated with preparation of documents and other legal expenses of the
Investors.
Except as
contemplated by the terms hereof, or as required by applicable law or pursuant
to an order entered or subpoena issued by a court of competent jurisdiction,
Chardan shall keep confidential all material non-public information provided to
it by the Company, and shall not disclose such information to any third party,
other than such of its employees and advisors as Chardan determines to have a
need to know. Chardan shall use its reasonable best efforts to ensure
that its employees and advisors adhere to these confidentiality provisions as if
such persons were original parties hereto.
Corporate
Headquarters: 4333 W. Sam Houston Pkwy N., Suite 190
Houston,
TX USA 77043
Tel: +1
(713) 896-9100 Fax: +1 (713) 896-8803
www.SulphCo.com
Chardan
Capital Markets, LLC
February
1, 2011
Page
2
This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles. Any dispute
arising out of this Agreement shall be adjudicated in the courts of the State of
New York or in the federal courts sitting in the Southern District of New York,
and each of the parties hereto agrees that service of process upon it by
registered or certified mail at its address set forth herein shall be deemed
adequate and lawful.
Chardan
shall be a third party beneficiary to the Common Stock Purchase Agreement, dated
February 1, 2011, by and among the Company and the Investors with respect to the
opinion delivered in Article II Section 2.2(a)(ii) and Section
4.6 and may rely on such provisions as if Chardan were a party
thereto. Except as otherwise set forth in this Agreement, this Agreement
constitutes the entire understanding and agreement between the parties hereto
with respect to its subject matter and there are no agreements or understandings
with respect to the subject matter hereof which are not contained in this
Agreement. This Agreement may be modified only in writing signed by the party to
be charged hereunder.
If
the foregoing correctly sets forth our agreement, please confirm this by signing
and returning to us the duplicate copy of this letter.
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Very
truly yours,
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SulphCo,
Inc.
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By:
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Name: Stanley
W. Farmer
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Title: President
and Chief Financial Officer
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Chardan
Capital Markets, LLC
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By:
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Name:
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Title:
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