REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2016 • Magnegas Corp • Special industry machinery, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 27, 2016, between MagneGas Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES E-2 COMMON STOCK PURCHASE WARRANT Magnegas corporationSecurity Agreement • June 27th, 2016 • Magnegas Corp • Special industry machinery, nec
THIS SERIES E-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt 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 December __, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December __, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MagneGas Corporation, a Delaware corporation (the “Company”), up to 1,754,386 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).
Sales AgreementSales Agreement • February 12th, 2020 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
Taronis Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2014 • Magnegas Corp • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2014, between MagneGas Corporation, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2017 • Magnegas Corp • Special industry machinery, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2017, is by and among MagneGas Corporation, a Delaware corporation with offices located at 11885 44th St. N. Clearwater, FL 33762 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SENIOR CONVERTIBLE DEBENTURE DUE ____________Convertible Security Agreement • June 27th, 2016 • Magnegas Corp • Special industry machinery, nec • New York
THIS SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Convertible Debentures of MagneGas Corporation, a Delaware corporation, (the “Company”), having its principal place of business at _____________________________, designated as its Senior Convertible Debenture due __________ (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2017 • Magnegas Corp • Special industry machinery, nec • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2017, is by and among MagneGas Corporation, a Delaware corporation with offices located at 11885 44th St. N. Clearwater, FL 33762 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2017 • Magnegas Corp • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2017, (the “Signing Date”) between MagneGas Corporation, 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”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 11th, 2017 • Magnegas Corp • Special industry machinery, nec • New York
SUBSIDIARY GUARANTEE, dated as of May 9, 2017 (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, between MagneGas Corporation, a Delaware corporation (the “Company”) and the Purchasers.
FORM OF WARRANT] Taronis Technologies, Inc. Warrant To Purchase Common StockWarrant Agreement • December 13th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
Taronis Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the six (6) month anniversary of the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2014 • Magnegas Corp • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 21, 2014, between MagneGas Corporation, 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 • May 3rd, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2019, by and among TARONIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
COMMON STOCK PURCHASE WARRANT Taronis Technologies, INC.Common Stock Purchase Warrant • February 8th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______________________]., a [____] corporation or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, on the Initial Exercise Date (as defined below) and on or prior to 5:00 PM (Eastern time) on the date that is five years from the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Taronis Technologies, Inc. f/k/a MagneGas Applied Technology Solutions, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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 1(b). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Se
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2016 • Magnegas Corp • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2016, between MagneGas Corporation, 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”).
ContractStock Purchase Agreement • January 12th, 2015 • Magnegas Corp • Special industry machinery, nec
As previously reported, on October 10, 2014, MagneGas Corporation (the “Company”), signed a Stock Purchase Agreement (the “Agreement”) with the Robert A. Ficocelli Revocable Trust, Robert A Ficocelli and Stephen R. Homer (each, a Seller Party and together, the “Seller Parties”), the holders of all of the issued and outstanding capital stock (the “ESSI Shares”) of Equipment Sales and Service, Inc., a Florida corporation (“ESSI”), pursuant to which the Company agreed to purchase, and the Seller Party agreed to sell, all the ESSI Shares for a total purchase price of Three Million Dollars ($3,000,000).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2019, by and among Taronis Technologies, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF WARRANT] Taronis Technologies, Inc. Warrant To Purchase Common StockWarrant to Purchase Common Stock • November 15th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
Taronis Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the six (6) month anniversary of the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set
l] Shares1 MagneGas Corporation PURCHASE AGREEMENTPurchase Agreement • July 24th, 2012 • Magnegas Corp • Special industry machinery, nec • New York
MagneGas Corporation, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule III attached hereto (“you” or the “Underwriters”) an aggregate of [l] shares of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [l] shares of Common Stock (collectively, the aggregate firm shares to be sold by the Company and the Selling Stockholders, the “Firm Shares”). The Company and the Selling Stockholders have also granted to the Underwriters an option to purchase up to [l] additional shares of Common Stock (the “Company Option Shares”) and [l] additional shares of Common Stock (the “Selling Stockholder Option Shares” and collectively with the Company Option Shares, the “Option Shares”), in each case on the terms and for the purposes set forth in Section 3 hereof. The Firm Sha
MAGNEGAS CORPORATION AND THE PURCHASERS NAMED HEREIN COMMON STOCK AND WARRANT PURCHASE AGREEMENT March 28, 2012Common Stock and Warrant Purchase Agreement • April 3rd, 2012 • Magnegas Corp • Special industry machinery, nec • New York
This questionnaire is necessary to obtain information to be used by MagneGas Corporation (the “Company”) to complete a Registration Statement (the “Registration Statement”) covering the resale of certain shares of Company Common Stock currently outstanding and/or of certain shares of Company Common Stock to be issued upon exercise of currently outstanding warrants to purchase Company Common Stock. Please complete and return this questionnaire to [___________], to the attention of [__________], either by email to [______________], or by fax to [___________]. Please return the questionnaire by [___________] or sooner, if possible. Call [___________] at [___________] with questions.
ContractExchange Agreement • April 17th, 2020 • Taronis Technologies, Inc. • Special industry machinery, nec • Arizona
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the ________________ 2020, by and between Taronis Technologies, Inc., a Delaware corporation (the “Company”), and the signatory hereto (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2020 • Taronis Technologies, Inc. • Special industry machinery, nec • Arizona
This Securities Purchase Agreement (the “Agreement”) is entered into as of April ___, 2020 (“Effective Date”), by and between Taronis Technologies, Inc. (the “Company”) and the investor(s) listed on the signature page attached hereto (the “Buyer”). The Buyer and Company may be collectively referred to herein as the “Parties” and individually as a “Party.”
COMMON STOCK PURCHASE WARRANT TARONIS TECHNOLOGIES, INC.Common Stock Purchase Warrant • April 14th, 2020 • Taronis Technologies, Inc. • Special industry machinery, nec
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or 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 the close of business on April [ ], 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Taronis Technologies, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “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 1(b).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 28th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of February 22, 2019 by and between COMPLETE CUTTING & WELDING SUPPLIES, INC., a California corporation (the “Seller”), and TARONIS TECHNOLOGIES, INC., a Delaware corporation, its successors and assigns, including its Buyer Designee (defined herein) “Buyer”) (Buyer and Seller, together, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2011 • Magnegas Corp • Special industry machinery, nec • Delaware
This Agreement (the "Agreement") is made as of the 23th day of May, 2011 by and between MagneGas, Inc., [a Delaware corporation] having an address at 35246 US 19 N #311, Palm Harbor FL 34684 (the "Company") and _DDI Industry International (Beijing) Co., Ltd_ (the "STOCK PURCHASER") having an address of
WARRANT AGREEMENTWarrant Agreement • May 30th, 2013 • Magnegas Corp • Special industry machinery, nec • Delaware
THIS WARRANT AGREEMENT (the “Agreement”), by and between MagneGas Corporation, a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc., a Colorado corporation (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2016 • Magnegas Corp • Special industry machinery, nec • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Magnegas Corporation, a Delaware corporation (the “Company”), and Scott Mahoney, the undersigned individual (“Executive”).
and Warrants to Purchase [l] Shares of Common Stock MagneGas Corporation PURCHASE AGREEMENTPurchase Agreement • May 31st, 2013 • Magnegas Corp • Special industry machinery, nec • New York
MAGNEGAS CORPORATION Placement Agency Agreement Common Stock, Preferred Stock, and WarrantsPlacement Agency Agreement • March 27th, 2014 • Magnegas Corp • Special industry machinery, nec • New York
MagneGas Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Stock Purchase Agreement in the form of Exhibit A attached hereto (the “Stock Purchase Agreement”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of $5,000,000 of (i) shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) shares (the “Preferred Shares” and together with the Common Shares, the “Shares”) of the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”) and (iii) warrants (the “Warrants”), which are exercisable for shares of the Common Stock (the “Warrant Shares” and together with the Shares and the Warrants, the “Securities”). The Company hereby confirms its agreement with Northland Securities, Inc. (the “Placement Agent”) a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 15, 2019, (the “Effective Date”) between MELVIN RUYLE, JERED RUYLE and JANSON RUYLE (collectively, the “Seller”), and CYLINDER SOLUTIONS, INC., a Texas corporation (the “Company”), and TARONIS TECHNOLOGIES, INC., a Delaware corporation and MAGNEGAS WELDING SUPPLY, LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”).
10,800,000 Shares of Common Stock and Warrants to Purchase 8,100,000 Shares of Common Stock TARONIS TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2019 • Taronis Technologies, Inc. • Special industry machinery, nec • New York
Taronis Technologies, Inc. f/k/a MagneGas Applied Technology Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein (this “Agreement”), to sell to you, Maxim Group LLC (“Maxim” or the “Underwriter”), an aggregate of 10,800,000 shares of the Company’s common stock (the “Common Stock”), $0.001 par value per share (the “Shares”) and warrants to purchase 8,100,000 shares of Common Stock (the “Warrants,” together with the Shares, the “Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an additional 1,120,000 shares of Common Stock (the “Option Shares”) and/or Warrants to purchase up to an additional 840,000 shares of Common Stock (the “Option Warrants”) from the Company for the purpose of covering over-allotments in connection with the sale of the Securities (collectively, the “Option Securities”). The Securities and the Option Securities are collectively referred to herein
COMMON STOCK PURCHASE WARRANT Magnegas APPLIED TECHNOLOGY SOLUTIONS, INC.Common Stock Purchase Warrant • January 11th, 2019 • Magnegas Applied Technology Solutions, Inc. • Special industry machinery, nec
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______________________]., a [____] corporation or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, on the Initial Exercise Date (as defined below) and on or prior to the close of business on the date that is forty-two (42) months from the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MagneGas Applied Technology Solutions, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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 1(b).
SECURITIES SETTLEMENT AGREEMENTSecurities Settlement Agreement • March 30th, 2020 • Taronis Technologies, Inc. • Special industry machinery, nec • Florida
This SECURITIES SETTLEMENT AGREEMENT (the “Agreement”), dated as of March 27, 2020, is by and among Taronis Technologies, Inc., a Delaware corporation, with offices located at 300 W. Clarendon Ave. #230, Phoenix, Arizona 85013 (the “Company”) and First Choice International Company, Inc., a Delaware corporation (“FIRST CHOICE”).
VOTING AGREEMENTVoting Agreement • June 19th, 2017 • Magnegas Corp • Special industry machinery, nec • New York
VOTING AGREEMENT, dated as of June 15, 2017 (this “Agreement”), by and between MagneGas Corporation, a Delaware corporation with offices located at 11885 44th St. N. Clearwater, FL 33762 (the “Company”) and the stockholder signatory hereto (the “Stockholder”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 11th, 2019 • Magnegas Applied Technology Solutions, Inc. • Special industry machinery, nec • New York
This letter (the “Agreement”) constitutes the agreement among Maxim Group LLC (“Maxim” or the “Placement Agent”) and MagneGas Applied Technology Solutions, Inc. (the “Company”), that the Placement Agent shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”). The Shares, the Warrants and the shares of Common Stock underlying the Warrants (the “Warrant Shares”) are hereinafter referred to collectively as the “Securities”). The Shares are being offered pursuant to the registration statement on Form S-3 (File No. 333-207928)(the “Registration Statement”, and the prospectus contained therein, the “Prospectus”) initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities
Memorandum of UnderstandingMemorandum of Understanding • July 2nd, 2015 • Magnegas Corp • Special industry machinery, nec • Florida
This binding Memorandum of Understanding (“MOU”) is entered into on June 22, 2015 by and between MagneGas Corporation ("MNGA") of Tarpon Springs, Florida and Afnetco (“AFT”) sometimes referred to herein as the (“Parties”).
