Exhibit
4.17
CONFIDENTIAL SETTLEMENT
AGREEMENT AND RELEASE
WITH RESERVATION OF
RIGHTS
This Settlement
Agreement and Release with Reservation of Rights (“Settlement
Agreement”), is made and entered into as of July 9, 2008, by
and between Mark Neuhaus (“Neuhaus”), and SulphCo,
Inc., a Nevada corporation (“SulphCo”). Neuhaus and
SulphCo are referred to herein collectively as the
“Parties.”
WHEREAS,
Neuhaus has filed suit against SulphCo and Rudolph Gunnerman
(“Gunnerman”) in Nevada relating to a Consulting
Agreement and Non-Qualified Stock Option Agreement each dated on or
about March 22, 2002 (the Consulting Agreement and Non-Qualified
Stock Option Agreements are collectively referred to herein as the
“March 2002 Agreements”), identified as Mark Neuhaus
v. SulphCo, Inc., Rudolph W. Gunnerman, and Does I-X, and Roe
Corporations I-10, Defendants; SulphCo, Inc., Counterclaimant v.
Mark Neuhaus; Coldwater Capital, LLC, a Nevada limited liability
company; and DOES I through X, inclusive, Counterdefendants ,
in the Second Judicial District Court of the State of Nevada, in
and for the County of Washoe, Case No. CV06 02502, Dept. No. 1 (the
“Neuhaus Lawsuit”);
WHEREAS,
SulphCo has filed suit against Neuhaus in New York, New York,
relating to a Non-Qualified Stock Option Agreement dated on or
about August 29, 2001 (hereinafter referred to as the “August
2001 Agreement”), identified as SulphCo, Inc. v. Mark
Neuhaus , Index No. 602500/07, in the Supreme Court of the
State of New York, County of New York, (“New York
Lawsuit”); and
WHEREAS, the Parties desire to resolve the
disputes identified herein to the extent described
herein;
NOW, THEREFORE,
in consideration of the mutual covenants contained in this
Settlement Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto, by executing below, and intending
to be legally bound, hereby agree as follows:
1. SulphCo shall pay to Neuhaus the total
consideration of $750,000, such payment to be made as
follows:
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At the time of
execution of this agreement, SulphCo shall pay to Neuhaus, by wire
transfer to the trust account of Erickson, Thorpe & Swainston,
Ltd., or cashier’s check by check made payable to the trust
account of Erickson, Thorpe & Swainston, Ltd., the amount of
$250,000.00;
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SulphCo shall
issue to Neuhaus and his lawyers, Erickson, Thorpe & Swainston,
Ltd., and/or their designees, an aggregate number of shares of
SulphCo common stock, as calculated herein, valued at $500,000 upon
approval by the American Stock Exchange (“AMEX”) of the
Additional Listing Application (the “Application”) for
such shares as described below. The number of shares issuable
hereunder shall be determined by dividing $500,000 by the closing
price of SulphCo stock as of the date the Settlement Agreement is
executed by the Parties. One-half of the number of shares issuable
hereunder shall be issued in the name of Mark Neuhaus and the
remaining one-half of shares issuable hereunder shall be issued in
the name of Erickson, Thorpe & Swainston, Ltd. Upon
determination of the number of shares to be issued, SulphCo shall
submit the Application to AMEX to issue such shares. Upon approval
of the Application, SulphCo shall issue and deliver the shares to
Neuhaus, Erickson, Thorpe & Swainston, Ltd., and/or their
designees. Such shares shall be registered by SulphCo in an
appropriate registration statement that shall be filed by SulphCo
no later than 30 days from the date of execution of this Settlement
Agreement. SulphCo shall use its commercially reasonable efforts to
cause such registration statement to be declared effective by the
Securities and Exchange Commission (the “SEC”) as soon
as reasonably possible. Once the SEC declares the registration
statement to be effective, SulphCo shall file a final prospectus
with the SEC as soon as reasonably possible. Upon the registration
of the shares, SulphCo shall cooperate with Neuhaus to submit the
shares for DWAC eligibility.
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Neuhaus shall
dismiss, with prejudice, his claims against SulphCo in the Neuhaus
Lawsuit, each party to bear his/its own attorneys’ fees and
costs. Such dismissal shall be made by stipulation, if
Gunnerman’s counsel will sign such stipulation, or by joint
motion for dismissal filed by the Parties, if Gunnerman’s
counsel will not sign such a stipulation.
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In the Neuhaus
Lawsuit, SulphCo shall withdraw: (1) its Writ Of Mandamus filed
with the Nevada Supreme Court on or about June 24, 2008; (2) its
Opposition to Plaintiff’s Motion to Amend Complaint, which
was filed on or about Friday, June 27, 2008, and; (3) its Motion
for Summary Judgment submitted to the Court on or about
June 2, 2008.
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SulphCo shall
dismiss, with prejudice, the New York Lawsuit, by stipulation or
other appropriate method, each party to bear its/his own
attorneys’ fees and costs;
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The Parties
acknowledge that in accordance with NRS 17.245, this Settlement
Agreement does not include Neuhaus
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