SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2020, between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2020 • Taronis Fuels, Inc. • Industrial inorganic chemicals
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2020, by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Common Stock Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
DUE [___], 2021Taronis Fuels, Inc. • August 10th, 2020 • Special industry machinery, nec • New York
THIS 12.5% ORIGINAL ISSUE DISCOUNT SENIOR SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12.5% Original Issue Discount Senior Subordinated Secured Convertible Debentures of Taronis Fuels, Inc., a Delaware corporation (the “Company”), having its principal place of business at 24980 N. 83rd Street, Suite 100, Peoria, AZ 85383, designated as its 12.5% Original Issue Discount Subordinated Secured Convertible Debenture due [__], 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • August 10th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • New York
This SECURITY AGREEMENT, dated as of __, 2020 (this “Agreement”), is among Taronis Fuels, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12.5% Original Issue Discount Senior Subordinated Secured Convertible Debentures due __, 2021 unless extended pursuant to the terms therein, in the original aggregate principal amount of $_______ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
form of INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________ between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT TARONIS FUELS, Inc.Taronis Fuels, Inc. • August 10th, 2020 • Special industry machinery, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Taronis Fuels, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June ____, 2021, by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Common Stock Purchase Agreements, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
dated as of March 3, 2021 between TARONIS FUELS, INC. and NEVADA AGENCY AND TRANSFER COMPANY, as Rights AgentSection 382 Rights Agreement • March 3rd, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2022 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the Effective Date (defined below), by and between Mr. Jered Ruyle (the “Executive”) and Taronis Fuels, Inc., a Delaware corporation (the “Company”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 13th, 2019 • Taronis Fuels, Inc. • Special industry machinery, nec
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 2, 2019 (the “Effective Date”), is made and entered into by and between Taronis Technologies, Inc., a Delaware corporation (“Tech”), and Taronis Fuels, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Fuels”). Each of Tech and Fuels may be referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Master Distribution Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2019 • Taronis Fuels, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of ________, 2019, is made by and between TARONIS FUELS, INC., a Delaware corporation (the “Company”), and __________(“Indemnitee”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 10th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • New York
SUBSIDIARY GUARANTEE, dated as of __, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”) and the Purchasers.
SEPARATION AGREEMENTSeparation Agreement • December 13th, 2019 • Taronis Fuels, Inc. • Special industry machinery, nec • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”) is dated as of December 2, 2019 by and between TAronis Technologies, Inc., a Delaware corporation (“Tech”) and Taronis Fuels, Inc., a Delaware corporation and presently a wholly owned Subsidiary of Tech (“Fuels”).
Master Distribution Agreement By and Between Taronis Technologies, Inc. And Taronis Fuels, Inc. Dated as of December 2, 2019Master Distribution Agreement • December 13th, 2019 • Taronis Fuels, Inc. • Special industry machinery, nec • Delaware
THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 2, 2019 (the “Execution Date”), is made and entered into by and between Taronis Technologies, Inc., a Delaware corporation (“Tech”), and Taronis Fuels, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Fuels”). Each of Tech and Fuels may be referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 22nd, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • California
This Loan and Security Agreement (as amended hereafter, this “Agreement”) is entered into as of October 21, 2020 and confirms the understanding and agreement by and between TECH CAPITAL, LLC, a California limited liability company (“Lender”), with its headquarters at 2010 North First Street, Suite 300, San Jose, California 95131 (Facsimile No. 408-467-2393), on the one hand, and Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply – West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis – TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas South
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 24th, 2020 • Taronis Fuels, Inc. • Industrial inorganic chemicals • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 18, 2020 by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
TAX SHARING AGREEMENTTax Sharing Agreement • December 13th, 2019 • Taronis Fuels, Inc. • Special industry machinery, nec • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”), dated as of December 2, 2019, is by and between TARONIS TECHNOLOGIES, INC. (“Tech”), a Delaware corporation, and TARONIS FUELS, INC. (“Fuels”), Delaware corporation. Each of Tech and Fuels is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
FORM OF NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 25th, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
This Note Purchase Agreement is dated as of _________, 20__ (the “Agreement”) by and among Taronis Fuels, Inc., a Delaware corporation (ticker: TRNF) (the “Company”), and the individual(s) and/or entity(ies) who become parties to this Agreement by executing and delivering a Note Purchase Agreement Signature Page in the form of Exhibit A hereto in accordance with Section 2 hereof (each a “Purchaser” and, collectively, the “Purchasers”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • April 17th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • Delaware
THIS Amended and Restated License Agreement, (hereinafter “Agreement”), dated July 16, 2019 (the, “Effective Date”) is between Taronis Technologies, Inc., a Delaware Corporation, f/k/a MagneGas Applied Technology Solutions, Inc. and f/k/a MagneGas Corporation, and MAGNEGAS IP, LLC, a Delaware limited liability company (collectively, “Company”); and Taronis Fuels, Inc., a Delaware Corporation (“Licensee”).
DISTRIBUTION AND LICENSE AGREEMENTDistribution and License Agreement • September 30th, 2019 • Taronis Fuels, Inc. • Delaware
THIS Distribution and License Agreement, (hereinafter “Agreement”), dated the 16th day of July, 2019 is between Taronis Technologies, Inc., a Delaware Corporation, f/k/a MagneGas Applied Technology Solutions, Inc. and f/k/a MagneGas Corporation, and MAGNEGAS IP, LLC, a Delaware limited liability company (collectively, the “Company”); and Taronis Fuels, Inc., a Delaware Corporation (“Distributor”).
COOPERATION AND SETTLEMENT AGREEMENTCooperation and Settlement Agreement • April 9th, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
This Cooperation and Settlement Agreement (this “Agreement”), dated as of April 8, 2021, is by and among Thomas Wetherald (“Wetherald”), Tobias Welo (“Welo”), Mary Pat Thompson (“Thompson”), Andrew McCormick (“McCormick”) and Sergey Vasnetsov (“Vasnetsov”, and together with Wetherald, Welo, Thompson and McCormick, the “Consent Participants”), on the one hand, and Taronis Fuels, Inc., a Delaware corporation (the “Company”), Robert Dingess (“Dingess”), Kevin Pollack (“Pollack”), William Staunton (“Staunton”) and Peter Molloy (“Molloy”, and together with Dingess, Pollack and Staunton, the “Original Directors”), on the other hand. Each of the Consent Participants, Original Directors and the Company are referred to herein as a “Party” and collectively, as the “Parties.”
FORM OF EXERCISE PRICE RESET AGREEMENTForm of Exercise Price Reset Agreement • March 4th, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
THIS EXERCISE PRICE RESET AGREEMENT (this “Agreement”), dated as of ________________, 2021 (the “Effective Date”), is by and between TARONIS FUELS, INC., a Delaware corporation (the “Company”), and ________________ (the “Holder”).
FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2020 • Taronis Fuels, Inc. • Industrial inorganic chemicals
This First Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply – West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis – TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas South, MagneGas West, TGS, and Taronis-TAS, individually and collectively, “Borrower”), on the one hand, and Tech Capital, LLC, a California limited liability company (“Lender”), on the other hand, as of this 14th day of December, 2020 at San Jose, California.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • May 28th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • Arizona
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 26th day of May, 2020 (the “Effective Date”) by and between [___________________] (each a “Seller” and collectively, the “Sellers”), TARONIS FUELS, INC., a Delaware corporation (“Purchaser”) and TARONIS-TGS, LLC, a Delaware limited liability company “(Purchaser Designee”), and [__________________________] (the “Company”). Sellers, Purchaser, and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
GASIFIER PURCHASE AGREEMENTGasifier Purchase Agreement • November 8th, 2019 • Taronis Fuels, Inc. • Special industry machinery, nec • London
This GASIFIER PURCHASE AGREEMENT (this “Agreement”) is effective as of July 17, 2019 (the “Effective Date”), and is made and entered into by and between TA GROUP MEDIA ENERGY INDUSTRY TRADE JOINT STOCK COMPANY (TA Grup Medya Enerji Sanayi Ticaret Anonim Sirketi), a company organized and existing under the laws of the Republic of Turkey, with its principal offices at Beştepe Mah., Mertebe Sokak no 13/3, Yenimahalle, 06560 Ankara, Turkey (“Purchaser”), and TARONIS FUELS, INC., a Delaware corporation and its permitted assigns, having an address at 300 W. Clarendon Avenue, Ste. 230, Phoenix, Arizona 85013 (“Taronis” or “Company”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • October 23rd, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the [ ]th day of October 2020, by and between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the signatory hereto (the “Holder”).
GENERAL CONTINUING GUARANTYTaronis Fuels, Inc. • October 22nd, 2020 • Special industry machinery, nec
For good and valuable consideration, and in order to induce TECH CAPITAL, LLC, a California limited liability company (“Lender”), to extend and/or continue to extend financial accommodations to Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGas Welding Supply – West, LLC, a California limited liability company (“MagneGas West”), Tech-Gas Solutions, LLC, a Texas limited liability company (“TGS”), Taronis - TAS, LLC, a Florida limited liability company (“Taronis-TAS”), and Taronis – TAH, LLC, a Florida limited liability company (“Taronis-TAH”, together with Parent, MagneGas Southeast, MagneGas South, MagneGas West, TGS, and Taronis-TAS, individually and collectively, “Borrower”), on a co-borrower basis, pursuant to the terms and conditions of that certain Loan and Security Agreement
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • December 2nd, 2020 • Taronis Fuels, Inc. • Industrial inorganic chemicals • Delaware
THIS AMENDMENT TO PURCHASE AGREEMENT (“Amendment”) is made as of November 30, 2020 (“Effective Date”) by and between TARONIS FUELS, INC., a Delaware corporation (“Buyer”) and BBHC, INC., a Delaware corporation (“Seller”).
SECURITY AGREEMENT (ALL ASSETS)Security Agreement • October 22nd, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec
This Security Agreement (All Assets) (as amended, this “Agreement”) is entered into as of October 21, 2020 by and between each of the undersigned (individually and collectively, “Guarantor”) and TECH CAPITAL, LLC, a California limited liability company (“Lender”), at San Jose, California.
FORM OF TARONIS FUELS, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • June 18th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • Delaware
The undersigned (the “Subscriber”) hereby irrevocably subscribes for in the principal amount set forth below and agrees to purchase from TARONIS FUELS, INC. (the “Issuer”) Common Stock of the Issuer (the “Common Stock” or the “Securities”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Common Stock”.
ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CONTRACTAssignment and Assumption and Amendment of Contract • September 30th, 2019 • Taronis Fuels, Inc.
THIS ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CONTRACT AGREEMENT (this “Agreement”) is made and as of [ ], 2019 (the “Effective Date”), by and between TARONIS TECHNOLOGIES, INC., a Delaware corporation (“Assignor”), and TARONIS FUELS, INC., a Delaware corporation (“Assignee”) and [ ] (“ ”).
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • May 28th, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is made as of this 26th day of May, 2020 (“Effective Date”), by Taronis-TGS, LLC (“Pledgor”), for the benefit of [ ]. The term “Pledgee” shall mean [ ], in [his/her/its] capacity as collateral agent for [ ].
Intellectual Property Security AgreementIntellectual Property Security Agreement • October 22nd, 2020 • Taronis Fuels, Inc. • Special industry machinery, nec • California
This Intellectual Property Security Agreement (this “Agreement”) is made as of this 21st day of October, 2020 by and between MAGNEGAS IP, LLC, a Delaware limited liability company (“Pledgor”) and TECH CAPITAL, LLC, a California limited liability company (“Secured Party”).
DIRECTOR SERVICES AGREEMENTDirector Services Agreement • September 30th, 2019 • Taronis Fuels, Inc. • Delaware
THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2019, by and between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and [ ], an individual (“Director”).
FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 9th, 2021 • Taronis Fuels, Inc. • Industrial inorganic chemicals • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the Purchaser whose name is set forth on the signature page hereto (the “Purchaser”).
