Exhibit 10.2


 





LEAK-OUT AGREEMENT


 


May 9, 2017


 


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.


 


Reference is hereby
made to (a) the Exchange Agreement, dated May 9, 2017, by and among the Company and the undersigned (the “Exchange Agreement”),
pursuant to which the Holder was issued in exchange for certain common stock purchase warrants of the Company (i) 1,000,000 shares
of Common Stock (“Common Stock”) of the Company (“Shares”) and (ii) Series B Convertible
Preferred Stock (“Preferred Stock”) convertible into 9,000,000 shares of Common Stock (the shares underlying
the Preferred Stock, the “Conversion Shares” and collectively with the Shares, the “Securities”).


 


The Holder agrees solely
with the Company that from the date that the undersigned executes the Exchange Agreement (the “Effective Date”)
and ending on the earlier of (i) the date that the Company receives notice from Nasdaq that it is back in compliance with the $1.00
minimum bid requirement and (ii) June 1, 2017 (such period, the “Restricted Period”), at any time that the then
prevailing bid price of the Common Stock on the Trading Market (as reported by Bloomberg L.P.) is less than $0.30 (as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after the date hereof),
neither the Holder, nor any Affiliate of such Holder which (x) had or has knowledge of the transactions contemplated by the Exchange
Agreement, (y) has or shares discretion relating to such Holder’s investments or trading or information concerning such Holder’s
investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input concerning such Affiliate’s
investments or trading (together, the “Holder’s Trading Affiliates”), collectively, shall sell dispose
or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative
transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such
date, a “Date of Determination”), an amount of the Securities more than 20% of the trading volume of Common
Stock as reported by Bloomberg, LP for the applicable Date of Determination (“Leak-Out Percentage”). For clarification,
the foregoing restrictions shall not apply to any sales by the Holder or any of the Holder’s Trading Affiliates at a price
equal to or greater than $0.30 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar
events occurring after the date hereof).


 






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Notwithstanding anything
herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part,
of the Shares or the Conversion Shares (the “Restricted Securities”) to any Person (an “Assignee”)
in a transaction which does not need to be reported on the Nasdaq consolidated tape, without complying with (or otherwise limited
by) the restrictions set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized
signatory of the Company and such Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement
(an “Assignee Agreement”, and each such transfer a “Permitted Transfer”), provided that the
Leak-Out Percentage as to such Assignee and the Leak-Out Percentage of the assignor shall be proportionally adjusted based on the
original leak-Out Percentage of the Holder.


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing
and shall be given in accordance with the terms of the Exchange Agreement.


 


This Leak-Out Agreement
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations,
letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.


 


This Leak-Out Agreement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or
PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and
assigns and shall not be for the benefit of, or be enforceable by, any other person or entity.


 


This Leak-Out Agreement
may not be amended or modified except in writing signed by each of the parties hereto.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by the Exchange Agreement.


 


Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the Company may not have an adequate
remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance with its terms,
and therefore agrees that the Company shall be entitled to seek specific enforcement of the terms hereof in addition to any other
remedy it may seek, at law or in equity.


 


Without implication
that the contrary would otherwise be true, the Company acknowledges and agrees that this Leak-Out Agreement is a separate agreement
that is solely between the Company and the undersigned and not between or among any other person or entity.


 


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[Signature Page to MNGA Leakout]


 


 





	 	Sincerely,
	 	 
	 	MAGNEGAS CORPORATION
	 	 	 
	 	By:	/s/Ermanno Santilli
	 	Name: 	Ermanno Santilli 
	 	Title:	Chief Executive Officer 


 





Agreed to and Acknowledged:


 


	“HOLDER”
	 	 
	ALPHA CAPITAL ANSTALT	 
	 	 
	By: 	/s/ Konrad Ackermann	
	 	Name: Konrad Ackermann	 
	 	Title: Director	 
	 	 







 











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