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.
ContractMagnegas Corp • May 11th, 2017 • Special industry machinery, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LEAK-OUT AGREEMENT May 9, 2017Leak-Out Agreement • May 11th, 2017 • Magnegas Corp • Special industry machinery, nec
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among MagneGas Corporation, a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement, dated June 27, 2016 by and between the Company and the Holder (the “Purchase Agreement”) shall have the meaning given such terms in such Purchase Agreement.
EXCHANGE AGREEMENTExchange Agreement • May 11th, 2017 • Magnegas Corp • Special industry machinery, nec • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the 9th day of May 2017, by and between MagneGas Corporation, a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).
