Exhibit
10.1


 


FORM
OF


COMMON
STOCK PURCHASE AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS,
the Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission
(the “Commission”) under the Securities Act; and


 


WHEREAS,
the Company is offering up to an aggregate of $16,000,000 of shares of its common stock, par value $0.000001 per share (the “Common
Stock”) pursuant to the confidential private placement memorandum, dated May 21, 2021 (the “Private Placement Memorandum”),
as more fully described and set forth in the Private Placement Memorandum.


 


AGREEMENT


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 




    	 



     


    

 


ARTICLE
I

Purchase and Sale of Common Stock


 


Section
1.1 Purchase and Sale of Common Stock. Upon the following terms and conditions, the Company is offering to the Purchaser the number
of shares of Common Stock set forth opposite the Purchaser’s name on the Purchaser’s signature page hereto. The shares of
Common Stock to be issued pursuant to the terms hereof are sometimes referred to herein as the “Shares”.


 


Section
1.2 Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser
and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement,
the Purchaser agrees to purchase the Shares for $3.00 per Share for the aggregate purchase price set forth on the signature page hereto
(the “Purchase Price”). The closing (the “Closing”) of the purchase and sale of the shares of Common
Stock to be acquired by the Purchaser from the Company under this Agreement shall take place remotely at such time as the parties hereto
have executed this Agreement and all of the conditions set forth in Article IV hereof
and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). The
Purchaser shall deliver to TMI Trust Company (the “Escrow Agent”), via wire transfer of immediately available funds
equal to the Purchase Price, and the Company shall deliver the Shares to the Purchaser.


 


Section
1.3 Acceptance of Purchase and Issuance of Shares. It is understood and agreed that the Company shall have the sole right, at
its complete discretion, to accept or reject this purchase and sale of Shares, in whole or in part, for any reason and that the same
shall be deemed to be accepted by the Company only when it is signed by a duly authorized officer of the Company and delivered to the
Purchaser at the Closing referred to in Section 1.2 hereof. Subscriptions need not be accepted in the order received, and the Shares
may be allocated among purchasers. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to
issue Shares to a person who is a resident of a jurisdiction in which the issuance of Shares to such person would constitute a violation
of the securities, “blue sky” or other similar laws of such jurisdiction.


 






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ARTICLE
II

Representations and Warranties


 


Section
2.1 Representations and Warranties of the Company. Except as set forth in the Private Placement Memorandum, the Company hereby
represents and warrants to the Purchaser as follows:


 


(a)
Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct
its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s)
(alone or in the aggregate) in which the failure to be so qualified would not reasonably be expected to have a material adverse effect
on the business, operations, properties, or condition (financial or other) of the Company and its subsidiaries, taken as a whole, and/or
any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform
any of its obligations under this Agreement (a “Material Adverse Effect”).


 


(b)
Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform
this Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights
Agreement”, the engagement agreement dated as of April 28, 2021 by and between the Company and Kingswood Capital Markets, division
of Benchmark Investments, Inc. (the “Placement Agent”) as placement agent (the “Placement Agency Agreement”
and, together with the Registration Rights Agreement and this Agreement, the “Transaction Documents”), and to issue
and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary
corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or
stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and
binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws
relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general
application.


 




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(c)
Capitalization. The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of the
date hereof is set forth in the Private Placement Memorandum. Except as set forth in the Private Placement Memorandum, all of the issued
and outstanding shares of the Common Stock have been duly and validly authorized. Except as set forth in the Private Placement Memorandum,
there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company.


 


(d)
Issuance of Shares. The Shares to be issued at the Closing will conform in all material respects to the description thereof set
forth in the Private Placement Memorandum and have been duly authorized by all necessary corporate action and the Shares, when paid for
or issued in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable and, immediately
after the Closing, the Purchaser will be the owners of all of such Shares and have good and valid title to all of such Shares, free and
clear of all encumbrances, except as may be imposed under federal and state securities laws.


 


(e)
Actions Pending. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other
proceeding pending or, to the knowledge of the Company, threatened against or involving the Company which questions the validity of this
Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken or to be taken
pursuant hereto or thereto.


 


(f)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Company’s Amended
and Restated Certificate of Incorporation, as amended and in effect on the date hereof (the “Certificate of Incorporation”),
or the Company’s Bylaws, as amended and in effect on the date hereof (the “Bylaws”), (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease
agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) create
or impose a lien, mortgage, security interest, pledge, charge or encumbrance of any nature on any property of the Company under any agreement
or any commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets
are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property
or asset of the Company or any of its subsidiaries are bound or affected, provided, however, that, excluded from the foregoing
in clauses (ii) and (iii) are such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 




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(g)
Certain Fees. No brokers fees, finder’s fees or financial advisory fees or commissions will be payable by the Company with
respect to the transactions contemplated by this Agreement and the other Transaction Documents, except for the commission payable to
the Placement Agent pursuant to the Placement Agency Agreement.


 


(h)
Securities Act of 1933. Assuming the accuracy of the representations of the Purchaser set forth in Section 2.2 hereof, the Company
has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares hereunder.
Neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the
shares of Common Stock.


 


(i)
Governmental Approvals. Except for the filing of any notice prior or subsequent to the Closing Date that may be required under
applicable state and/or federal securities laws (which if required, shall be filed on a timely basis), including the filing of a Form
D and a registration statement or statements pursuant to the Registration Rights Agreement, no authorization, consent, approval, license,
exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the Shares, or for the performance
by the Company of its obligations under the Transaction Documents.


 


(j)
No Integrated Offering. Neither the Company, nor to the knowledge of the Company, any person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would require registration of the Shares under the Securities Act.


 


(k)
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject
to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care
to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures provided thereunder.


 


(l)
Other Covered Persons. Other than the Placement Agent and Gunnar, the Company is not aware of any person (other than any Issuer
Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with
the sale of any Common Stock.


 


(m)
Notice of Disqualification Events. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become
a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.


 




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Section
2.2 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to
the Company as of the date hereof:


 


(a)
Organization and Good Standing of the Purchaser. If the Purchaser is an entity, the Purchaser is a corporation, partnership or
limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of
its incorporation or organization.


 


(b)
Authorization and Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and each
of the other Transaction Documents to which the Purchaser is a party and to purchase the shares of Common Stock being sold to it hereunder.
The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Purchaser is a party
by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary
corporate, partnership or limited liability company action, and no further consent or authorization of the Purchaser or its Board of
Directors, stockholders, partners, members, or managers, as the case may be, is required. This Agreement and each of the other Transaction
Documents to which the Purchaser is a party has been duly authorized, executed and delivered by the Purchaser and constitutes, or shall
constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance
with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights
and remedies or by other equitable principles of general application.


 


(c)
No Conflicts. The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the
Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby or relating hereto do
not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership agreement
or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement,
indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are bound, or result in
a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Purchaser
or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material
adverse effect on the Purchaser). The Purchaser is not required to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this
Agreement or any other Transaction Document to which the Purchaser is a party or to purchase the shares of Common Stock in accordance
with the terms hereof, provided, that for purposes of the representation made in this sentence, the Purchaser is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company herein.


 




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(d)
Status of Purchaser. The Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act.
The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and the Purchaser is not a broker-dealer,
nor an affiliate of a broker-dealer.


 


(e)
Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of its prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Without limitation of the foregoing, the Purchaser acknowledges
that is aware of the information reported by the Company in its Current Report on Form 8-K filed on April 12, 2021 and in the Private
Placement Memorandum. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able
to afford a complete loss of such investment. The Purchaser understands that no United States federal or state agency or any other governmental
or state agency has passed on or made recommendations or endorsement of the shares of Common Stock to be acquired by the Purchaser hereunder
or the suitability of the investment therein, nor have such authorities passed upon or endorsed the merits of the transactions set forth
herein.


 


(f)
Acquisition for Investment. The Purchaser is acquiring the shares of Common Stock solely for its own account for the purpose of
investment and not with a view to or for sale in connection with a distribution. The Purchaser does not have a present intention to sell
the shares of Common Stock, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the
shares of Common Stock to or through any person or entity; provided, however, that by making the representations herein,
the Purchaser does not agree to hold the shares of Common Stock for any minimum or other specific term and reserves the right to dispose
of the shares of Common Stock at any time in accordance with federal and state securities laws applicable to such disposition. The Purchaser
acknowledges that it is able to bear the financial risks associated with an investment in the shares of Common Stock and that it has
been given full access to such records of the Company and to the officers of the Company and received such information as it has deemed
necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies
similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its
investment in the Company.


 


(g)
Information Concerning the Company.


 


(i)
The Purchaser has received a copy of the Transaction Documents, including the Private Placement Memorandum. The Purchaser acknowledges
that it has read and understands the information set forth in the Private Placement Memorandum. The Purchaser has not been furnished
any offering literature other than the Transaction Documents and has relied only on the information contained therein.


 




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(ii)
The Purchaser understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Private
Placement Memorandum and in this Agreement.


 


(iii)
The Purchaser confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment
or tax advice or as a recommendation to purchase the Shares. It is understood that information and explanations related to the terms
and conditions of the Shares provided in the Transaction Documents or otherwise by the Company or any of its affiliates shall not be
considered investment or tax advice or a recommendation to purchase the Shares, and that neither the Company nor any of its affiliates
is acting or has acted as an advisor to the undersigned in deciding to invest in the Shares. The Purchaser acknowledges that neither
the Company nor any of its affiliates has made any representation regarding the proper characterization of the Shares for purposes of
determining the Purchaser’s authority to invest in the Shares.


 


(iv)
The Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the
Transaction Documents. The Purchaser has had access to such information concerning the Company and the Shares as it deems necessary to
enable it to make an informed investment decision concerning the purchase of the Shares.


 


(v)
The Purchaser understands that, unless the Purchaser notifies the Company in writing to the contrary at or before the Closing, each of
the Purchaser’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed
as of the Closing, taking into account all information received by the Purchaser.


 


(vi)
The Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any
time prior to the completion of the offering. This Agreement shall thereafter have no force or effect and the Company shall return the
previously paid purchase price of the Shares, without interest thereon, to the Purchaser.


 


(h)
Opportunities for Additional Information. The Purchaser acknowledges that the Purchaser has had the opportunity to ask questions
of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and
other affairs of the Company.


 


(i)
No General Solicitation. The Purchaser acknowledges that the Shares were not offered to the Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television
or radio, or (ii) any seminar or meeting to which the Purchaser was invited by any of the foregoing means of communications.


 


(j)
Rule 144. The Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities
Act or an exemption from registration is available. The Purchaser acknowledges that the Purchaser is familiar with Rule 144, of the rules
and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that the
Purchaser has been advised that Rule 144 permits resales only under certain circumstances. The Purchaser understands that to the extent
that Rule 144 is not available, the Purchaser will be unable to sell any Shares without either registration under the Securities Act
or the existence of another exemption from such registration requirement.


 




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(k)
Reliance. The Purchaser understands that the Shares are being offered and sold in reliance on a transactional exemption from the
registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability
of such exemptions and the suitability of the Purchaser to acquire the Shares.


 


(l)
Independent Investment. The Purchaser has not agreed to act with any other Purchaser for the purpose of acquiring, holding, voting
or disposing of the Shares purchased hereunder for purposes of Section 13(d) under the Exchange Act, and the Purchaser is acting independently
with respect to its investment in the Shares.


 


(m)
Brokers. Except for a commission payable to the Placement Agent, the Purchaser has no knowledge of any brokerage or finder’s
fees or commissions that are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other person or entity with respect to the transactions contemplated by this Agreement.


 


(n)
Confidential Information. The Purchaser agrees that the Purchaser and its affiliates, employees, agents and representatives will
keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential
information which the Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by
the Company to the Purchaser pursuant to this Agreement, unless such information is known to the public through no fault of the Purchaser
or his, her or its employees or representatives; provided, however, that the Purchaser may disclose such information (i) to its attorneys,
accountants and other professionals in connection with their representation of the Purchaser in connection with the Purchaser’s
investment in the Company, (ii) to any prospective permitted transferee of the Shares, so long as the prospective transferee agrees to
be bound by the provisions of this Section 2.2(n), or (iii) to any general partner or affiliate of the Purchaser; or (iii) as required
by applicable law.


 



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ARTICLE
III

Covenants


 


The
Company covenants with the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees (as
defined herein).


 


Section
3.1 Securities Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions
contemplated by any of the Transaction Documents, including filing a Form D with respect to the Shares as required under Regulation D
and applicable “blue sky” laws, and shall take all other necessary action and proceedings as may be required by applicable
law, rule and regulation, for the legal and valid issuance of the Shares to the Purchaser or subsequent holders.


 




Section
3.2 Compliance with Laws. The Company shall take all reasonable efforts to comply with, and cause each of its subsidiaries to
take all reasonable efforts to comply with, in all material respects, all applicable laws, rules, regulations and orders.


 


Section
3.3 Disclosure of Transaction. The Company shall (a) promptly following the date hereof, issue a press release disclosing the
material terms of the transactions contemplated hereby (the “Press Release”), and (b) file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the Commission within four (4) Business Day following the Closing
Date (the “Closing Date Form 8-K”). “Business Day” means any day during which the principal exchange
in which the Common Stock is trading shall be open for trading.


 


Section
3.4 Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person acting on its or
their behalf has provided or, from and after the filing of the Press Release and the Closing Date Form 8-K, will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information (other than with
respect to the transactions contemplated by this Agreement), unless prior thereto the Purchaser shall have executed a specific written
agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be
relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press Release,
and the Closing Date Form 8-K, no Purchaser shall be in possession of any material, nonpublic information received from the Company,
any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release.
The Company shall not disclose the identity of any Purchaser in any filing with the Commission except as required by the rules and regulations
of the Commission thereunder.


 


Section
3.5 No Integrated Offerings. The Company shall not make any offers or sales of any security (other than the securities being offered
or sold hereunder) under circumstances that would require registration of the securities being offered or sold hereunder under the Securities
Act.


 


Section
3.6 Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for general corporate and working
capital purposes.


 





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ARTICLE
IV

CONDITIONS


 


Section
4.1 Conditions Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue
and sell the Shares to the Purchaser is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set
forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.


 


(a)
Accuracy of the Purchaser’s Representations and Warranties. Each of the representations and warranties of the Purchaser
in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect
shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects,
as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly
made as of a particular date, which shall be true and correct in all respects as of such date.



 


(b)
Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing.


 


(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


(d)
Delivery of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Escrow Agent.


 


(e)
Delivery of Transaction Documents. The Transaction Documents to which the Purchaser is a party shall have been duly executed and
delivered by the Purchaser to the Company.


 


Section
4.2 Conditions Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser
to acquire and pay for the Shares is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set
forth below. These conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion.


 


(a)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this
Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall
be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects,
as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly
made as of a particular date, which shall be true and correct in all respects as of such date.


 


(b)
Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.


 


(c)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 




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(d)
No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been
commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any of its subsidiaries,
or any of the officers, directors or affiliates of the Company or any of its subsidiaries seeking to restrain, prevent or change the
transactions contemplated by this Agreement, or seeking damages in connection with such transactions.


 


(e)
Opinion of Counsel. At the Closing, the Purchaser and the Placement Agent shall have received an opinion of securities counsel
to the Company, dated the date of the Closing, in a form reasonably acceptable to the Purchaser and the Placement Agent.


 


(f)
Delivery of Transaction Documents. The Transaction Documents to which the Purchaser is a party shall have been duly executed and
delivered by the Company to the Purchaser.


 


(g)
Delivery of Shares. Promptly following each Closing, the Company shall cause its transfer agent to (i) credit the Shares being
acquired the Purchaser at Closing in book-entry form to the Purchaser’s balance account with the Depository Trust Company through
its Deposit Withdrawal Agent Commission system, or (ii) at the request of the Purchaser, deliver to the Purchaser the certificate for
the Shares being acquired by the Purchaser at the Closing to such address set forth next to the Purchaser’s name on the signature
pages hereto.


 


(h)
Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchaser and the Placement Agent at the
Closing a certificate certifying as to the accuracy of (i) the Certificate of Incorporation, (ii) the Bylaws, and (iii) resolutions of
the Board approving the Transaction Agreements and the transactions contemplated thereunder.


 


(i)
Officer’s Certificate. The Company shall have delivered to the Purchaser and the Placement Agent a certificate of an executive
officer of the Company, dated as of the Closing Date, confirming the accuracy of the Company’s representations, warranties and
covenants as of the Closing Date and confirming the compliance by the Company with the conditions precedent set forth in this Section
4.2 as of the Closing Date.


 




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ARTICLE
V


 


Stock
Certificate Legend


 


Section
5.1 Legend. Each certificate or “book entry” statement representing the Shares shall be stamped or otherwise imprinted
with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky”
laws):


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED.”




 


The
Company agrees to cause its transfer agent to reissue certificates or “book entry” statements representing any of the shares
of Common Stock without the legend set forth above so long as such legend removal is in connection with a sale transaction and such holder
thereof shall give written notice to the Company describing the manner and terms of such sale and removal as the Company may reasonably
request. In addition, such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion
of counsel reasonably satisfactory to the Company, to the effect that the registration of the shares of Common Stock under the Securities
Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed
disposition has been filed by the Company with the Commission and has become effective under the Securities Act, or (iii) the Company
has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act
and state securities laws are not required; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory
to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is
not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky”
laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within
five (5) Business Days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply
with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business
in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process
in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which
registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition
to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a
certificate representing the shares of Common Stock is permitted to be issued to the Purchaser without a legend, in lieu of delivering
physical certificates representing the shares of Common Stock (provided that a registration statement under the Securities Act providing
for the resale of the shares of Common Stock is then in effect and such shares have been sold), the Company may cause its transfer agent
to electronically transmit the shares of Common Stock to the Purchaser by crediting the account of the Purchaser or the Purchaser’s
prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement). In addition,
the Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance
and public resale of the Common Stock pursuant to an effective registration statement, Rule 144 under the Securities Act or an exemption
from registration under the Securities Act and applicable “blue sky” laws, which opinion, if issued, shall be deemed to satisfy
the requirements of third paragraph of this Section 5.1. Without limiting the generality of the foregoing, in the event that shares of
Common Stock are sold in a manner that complies with an exemption from registration (including pursuant to Rule 144), the Company shall
promptly instruct its counsel (at its expense) to issue to the transfer agent an opinion permitting removal of any legend restricting
transfer pursuant to Section 5.1 hereof.


 




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ARTICLE
VI


Indemnification


 


Section
6.1 General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and its directors, officers, managers,
partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies,
costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by
the Purchaser as a result of any breach of the representations, warranties or covenants made by the Company herein. The Purchaser, severally
but not jointly with any other purchasers in the offering described in the Private Placement Memorandum, agrees to indemnify and hold
harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities,
deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements)
incurred by the Company as a result of any breach of the representations, warranties or covenants made by the Purchaser herein. The maximum
aggregate liability of the Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the Purchase
Price paid by the Purchaser hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover
consequential or punitive damages resulting from a breach or violation of this Agreement.


 


Section
6.2 Indemnification Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”)
will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the
failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party
of its obligations under this Article VI except to the extent that the indemnifying party is materially prejudiced by such failure to
give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought
hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party
a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the
defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified
Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification
notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action,
proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its
option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects
in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and
expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification
hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any
such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the
Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its
sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without
its prior written consent (which consent will not be unreasonably withheld or delayed), provided, however, that the indemnifying
party shall be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement
within thirty (30) days of receipt of such notification. Notwithstanding anything in this Article VI to the contrary, the indemnifying
party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any
judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional
term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such
claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified
Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.


 




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ARTICLE
VII


Miscellaneous


 


Section
7.1 Fees and Expenses. Except as otherwise set forth in this Agreement and the other Transaction Documents, each party shall pay
the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents.


 


Section
7.2 Specific Enforcement; Consent to Jurisdiction.


 


(a)
The Company and the Purchaser acknowledge and agree that irreparable damage may occur in the event that any of the provisions of this
Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties may be entitled to an injunction or injunctions to prevent or cure breaches of the provisions
of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or equity.


 


(b)
Each of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit,
action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated
hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue
of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit,
action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner
permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law.


 




    	15



     


    

 


Section
7.3 Entire Agreement; Amendment. This Agreement and the other Transaction Documents contain the entire understanding and agreement
of the parties with respect to the matters covered hereby and, except as specifically set forth herein or in the Transaction Documents,
neither the Company nor the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and they
supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of
this Agreement nor any of the Transaction Documents may be waived or amended other than by a written instrument signed by the Company
and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement
of any such waiver is sought.


 


Section
7.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be
in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via electronic mail (“Email”) at the Email address set forth on the signature pages attached hereto at
or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice
or communication is delivered via Email at the Email address set forth on the signature pages attached hereto on a day that is not a
Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached
hereto.


 


Section
7.5 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.


 


Section
7.6 Headings. The section headings contained in this Agreement (including, without limitation, section headings and headings in
the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation
of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.
References to the singular shall include the plural and vice versa.


 




    	16



     


    

 


Section
7.7 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company
or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws and as otherwise
provided in the Transaction Documents, the Purchaser may assign its rights and delegate its duties hereunder in whole or in part (i)
to a third party acquiring all or substantially all of its shares of Common Stock in a private transaction or (ii) to an affiliate, in
each case, without the prior written consent of the Company, after notice duly given by the Purchaser to the Company; provided,
that no such assignment or obligation shall affect the obligations of the Purchaser hereunder and that such assignee agrees in writing
to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Purchaser. The provisions of this
Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this
Agreement.


 


Section
7.8 No Third Party Beneficiaries. Except as set forth in Article VI, this Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person; provided, however, that notwithstanding the foregoing, the parties agree that the Placement Agent shall be a third
party beneficiary of the representations and warranties of the Company set forth in Section 2.1 hereof and the representations and warranties
of the Purchaser set forth in Section 2.2 hereof.


 


Section
7.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of
another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement
to be drafted.


 


Section
7.10 Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof
and the Closing hereunder for a period of one (1) year following the Closing Date.


 


Section
7.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature
were the original thereof.


 


Section
7.12 Publicity. The Company agrees that it will not disclose, and will not include in any public announcement, the name of the
Purchaser without the consent of the Purchaser unless and until such disclosure is required by law or applicable regulation, and then
only to the extent of such requirement.


 




    	17



     


    

 


Section
7.13 Severability. The provisions of this Agreement and the Transaction Documents are severable and, in the event that any court
of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement
or the Transaction Documents shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or the Transaction Documents
and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision,
had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.


 


Section
7.14 Further Assurances. From and after the date of this Agreement, upon the request of the Purchaser or the Company, each of
the Company and the Purchaser shall execute and deliver such instrument, documents and other writings as may be reasonably necessary
or desirable to confirm and carry out and to effectuate fully the intent and purposes of the Transaction Documents.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	18



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Agreement to be duly executed by its authorized signatory this         day
of ,       2021.


 


	TARONIS
    FUELS, INC.	 	Address
    for Notice:
	 	 	 	 
	By:	 	 	Taronis
    Fuels, Inc.
	Name:	Tobias
    W. Welo	 	24980
    N. 83rd Avenue, Ste. 100
	Title:	Chief
    Executive Officer	 	Peoria,
    Arizona 85383
	 	 	 	Attention:
    Mary Pat Thompson, CFO 
	 	 	 	Telephone
    No.: (866) 370-3835
	 	 	 	Email:
    mpthompson@taronisfuels.com


 


With
a copy to (which shall not constitute notice):


 


Hogan
Lovells US LLP


1601
Wewatta Street, Suite 900


Denver,
Colorado 80202


Attention:
David Crandall


Telephone
No.: (303) 454-2449


Email:
david.crandall@hoganlovells.com


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	19



     


    

 


[PURCHASER
SIGNATURE PAGE TO COMMON STOCK PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned has caused this Common Stock Purchase Agreement to be duly executed by its authorized signatory this
day of , 2021.


 


Name
of Purchaser: ________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: ______________________________________________


 


Facsimile
Number of Authorized Signatory: _____________________________________________


 


Address
for Notice to Purchaser:


 


 


 


 


 


Address
for Delivery of Shares to Purchaser (if not same as address for notice):


 


 


 


 


 


Subscription
Amount: $_________________


 


Shares
of Common Stock: _________________. The Subscription Amount set forth above divided by $3.00 price per Share, rounded up to the nearest
whole Share.


 


Purchaser’s
Tax I.D. or Social Security Number: _______________________


 




    	20



     


    

 


EXHIBIT
A TO THE

COMMON STOCK PURCHASE AGREEMENT


 





 



 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 




    	A-1